Rover Apps, LLC Terms and Conditions

This Rover Apps, LLC End User License Agreement (the "Agreement") is a legal agreement between you (“You”) either as an individual if you are agreeing to it in your own capacity, or if you are authorized to acquire the Rover Apps Software (defined below) and Service (defined below) on behalf of your company or another organization, between the entity for whose benefit you act, and Rover Apps, LLC ("Rover Apps") (together the "Parties" and individually a "Party").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY AND IN THEIR ENTIRETY BEFORE DOWNLOADING, INSTALLING OR USING THE ROVER APPS SOFTWARE OR ACCESSING THE SERVICE BECAUSE THIS AGREEMENT CONTAINS RESTRICTIONS ON YOUR USE OF THE ROVER APPS SOFTWARE AND SERVICE, DISCLAIMERS, LIMITATIONS ON LIABILITIES, GOVERNING LAW PROVISIONS AND OTHER IMPORTANT TERMS AND CONDITIONS.  IF YOU DO NOT READ ANY OR ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BUT STILL DOWNLOAD, INSTALL OR USE THE ROVER APPS SOFTWARE OR OTHERWISE ACCESS THE SERVICE, THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT WILL STILL BIND YOU.  IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SIGNIFY YOUR ACCEPTANCE BY SELECTING THE "I AGREE" BUTTON BELOW.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, SELECT THE "CANCEL" BUTTON BELOW.

If You do not agree with the terms of this Agreement, You may not use the Rover Apps Software or access the Service.

Definitions. Unless the context requires otherwise, the defined terms in this Agreement shall have the meanings ascribed to them below.

"Airtime Service" means wide-area wireless network services and any other network services (including wireless local area network, satellite services and Internet services) required for Your use of the Service.

"Airtime Service Provider" means the service provider of Airtime Services selected by You that supports the Service.

"Authorized User(s)" means any of the following who You give permission to use the Rover Apps Software or access the Service: (a) any of Your employees, consultants or independent contractors; (b) any friend or family member, or any person that resides in Your premises; (c) any third party who hosts the Rover Apps Software on Your behalf under an agreement with You for such hosting (e.g. IT outsourcer) and who has read and agreed to abide by the terms of this Agreement; and (d) any other person who Rover Apps authorizes in writing.

"Documentation" means the applicable installation guide or standard end user documentation prepared and supplied to You by Rover Apps or a Rover Apps authorized distributor for the Rover Apps Software and the Service.

"Handheld Product” means any wireless mobile handheld communications device for which Rover Apps Software has been designed, developed and made publicly available (a list of the Handheld Products for which the Rover Apps Software has been designed, developed and made publicly available can be found at http://roverapps.com.

”Restricted Territory” means any country subject to embargo or sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). 

"Rover Apps Desktop Software" means the proprietary personal computer software that is transmitted, distributed or otherwise made available by Rover Apps for use on a personal computer or server, which can be used to provision and maintain synchronization between Your Handheld Product and Your personal computer and provides other information integration functionality.

"Rover Apps Handheld Software" means the proprietary software designed for use on an applicable Handheld Product that is transmitted, distributed or otherwise made available by or on behalf of Rover Apps from time-to-time for use on a Handheld Product.

"Rover Apps Software" means any of the Rover Apps Handheld Software and the Rover Apps Desktop Software, collectively, provided to You by Rover Apps or a Rover Apps authorized distributor under this Agreement, in whatever form, medium or manner provided or subsequently installed or used.

"Service” means the service provided by Rover Apps or its subcontractors that enables communications between the Rover Apps Handheld Software and the Rover Apps Desktop Software.

"Third Party Components" means software, interfaces, and firmware, licensed by Rover Apps from third parties for incorporation into Rover Apps Software and distributed as a part of that Rover Apps Software.

Software and Documentation License. Your use of the Service, the Rover Apps Handheld Software and the Rover Apps Desktop Software is subject to the terms and conditions of this Agreement whether obtained directly from Rover Apps or one of its authorized distributors.  Your Access to the Service and use of the Rover Apps Software is licensed and not sold under this Agreement. Subject to the terms and conditions herein and for so long as You are current in any of your payment obligations to Rover Apps, Rover Apps hereby grants You, and You hereby accept, a personal, revocable, non-exclusive, non-transferable, non-assignable, term license that permits You to install and use, and to permit Authorized Users to install and use, the Service and the Rover Apps Software on the applicable hardware corresponding to the fees for the Service level selected by You and the number of Authorized Users of the Service and the Rover Apps Software paid to Rover Apps or Rover Apps' authorized distributor (and if no fees are payable to Rover Apps or Rover Apps' authorized distributor for the Service and/or the Rover Apps Software, then to install and use the Service and the Rover Apps Software up to the number of Authorized Users otherwise authorized by Rover Apps). In all cases, You or Your Authorized Users may not use or allow the use of the Service or the Rover Apps Software other than for Your own internal or personal purposes. This license does not imply any rights to future upgrades or updates of the Rover Apps Software.

If Rover Apps, either directly or through a distributor, makes any updates or upgrades to the Service or the Rover Apps Software available to You, such updates or upgrades shall be subject to the terms and conditions of this Agreement unless such updates or upgrades are expressly provided to You under other, or additional terms and conditions, in which case, those other, or additional terms and conditions (which may include the payment of additional fees), shall apply.

Export. You agree to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or transshipment of the Rover Apps Software or any portion thereof.  In particular, none of the Rover Apps Software may be exported, transshipped or re-exported (1) into (or to a national or resident of) the Restricted Territory or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List, each as they may be amended from time to time and which may be found at http://www.treas.gov/offices/enforcement/ofac/and http://www.bis.doc.gov.

Use of the Rover Apps Software. You are responsible for all activities with respect to the Service and the Rover Apps Software undertaken by You and Your Authorized Users and You will ensure that:

(a) You and Your Authorized Users will only use the Service and the Rover Apps Software in accordance with this Agreement, all applicable laws and regulations, and the appropriate Documentation for the Service and the Rover Apps Software;

(b)You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, or minor, and that You are over the age of majority;

(c) Any information that is provided by You to Rover Apps pursuant to this Agreement is true, accurate, current and complete; and

(d)You and Your Authorized Users will not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Service or the Rover Apps Software or any part thereof (including operating a service bureau or equivalent service using the Rover Apps Software) to any other person without the prior express written permission of Rover Apps.

Intellectual Property Rights. You acknowledge and agree that the Service and the Rover Apps Software constitutes confidential and proprietary information of Rover Apps or its licensors and embodies trade secrets and intellectual property of Rover Apps and its licensors protected under United States copyright and other laws and international treaty provisions. You further acknowledge that all right, title, and interest in and to the Service and the Rover Apps Software, including associated intellectual property rights, are and shall remain with Rover Apps and its licensors. You agree to maintain the confidentiality of the Service and the Rover Apps Software. You shall not, and shall cause Your Authorized Users not to, disclose or transfer the Service or the Rover Apps Software to any third party. You agree not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, encumber, distribute, remarket, or otherwise dispose of the Service or the Rover Apps Software or any part thereof. You agree not to duplicate the Rover Apps Software, except that You may make one (1) back-up copy for recovery purposes. Such back-up copy shall include all Rover Apps’ copyright and other proprietary notices as contained on the original, and shall be subject to all the terms of this Agreement.

Your Computer Systems and Airtime Services. Except as the Parties expressly agree in writing, Rover Apps has no responsibility for the selection, implementation, interoperability and performance of any and all third party hardware (including, without limitation, Handheld Product(s)), software and services (including, without limitation, Internet connectivity and Airtime Services) used in association with the Service or the Rover Apps Software. In most instances, the Service and the Rover Apps Software will require a subscription for Airtime Services in order to use the Service and the Rover Apps Software, and You must acquire this subscription through an Airtime Service Provider directly, which Airtime Services shall be subject to the terms and conditions of service between You and such Airtime Service Provider. You are responsible for ensuring that the hardware, software and services with which You choose to operate the Service and the Rover Apps Software meets Rover Apps' minimum requirements, including, without limitation, the processing speed, memory, client software and the availability of dedicated Internet access required for the Service and the Rover Apps Software as set out on the Rover Apps’ website located at http://roverapps.com.

Payment. The fees for the Service are determined by the Service level selected by You and the number of Authorized Users of the Service selected by You at the time You registered for the Service.  Payment for the Service is to be paid by You through a third party fulfillment provider such as Amazon.com or PayPal (either, a “Payment Provider”), with which You must open an account if you do not have one already.  Payments for the Service are due monthly in advance, and are to be paid automatically through Your Payment Provider on a monthly recurring basis until You cancel the Service as set forth herein or this Agreement is otherwise terminated.  You may cancel the Services at any time by providing Rover Apps written notice of your intent to do so via e-mail to Rover Apps at cancellation@roverapps.com.  Rover Apps must be notified of Your intent to cancel the Service at least one (1) day prior to the expiration of the then current monthly Service term to avoid being charged for the subsequent month’s Service fees.  All payments are non-refundable.

Term. This Agreement shall be effective upon Your agreeing to be bound by the terms of this Agreement (as described in the preamble above) and shall continue in effect thereafter on a month to month basis until cancelled or terminated in accordance with the provisions set out herein.

Termination for Default and Remedies. If You or Your Authorized Users breach this Agreement, Rover Apps may, in addition to all other rights and remedies provided by this Agreement or by law, terminate this Agreement by providing You notice of termination. Without limiting the generality of the foregoing sentence, You will be deemed to be in breach of this Agreement and Rover Apps will have the right to terminate this Agreement upon providing You notice if: (1) You or Your Authorized Users fail to comply with or perform a term or condition herein; or (2) any fees or costs associated with Your use of the Service or the Rover Apps Software are not paid when due as set forth herein within thirty (30) days of their becoming due. Rover Apps shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement in accordance with this Section.

Effect of Termination. Upon termination of this Agreement: (a) You will cease all access to the Service and use of the Rover Apps Software and, if possible, destroy and/or permanently delete all copies of the Rover Apps Software in Your and/or Your Authorized Users' possession or control. In the event of the termination of this Agreement by Rover Apps pursuant to provisions of this Agreement, You shall pay to Rover Apps all fees (including attorney fees) and related expenses expended or incurred by Rover Apps in the enforcement of any right or privilege hereunder.

Indemnity/Liability. You shall defend, indemnify, and hold harmless Rover Apps, Rover Apps' affiliates, licensors, suppliers, successors, agents, authorized distributors and assigns and each of their directors, officers, employees and independent contractors (each a "Rover Apps Indemnified Party") from any claims, damages, losses, costs or expenses (including, without limitation, legal fees and costs) incurred by any Rover Apps Indemnified Party in connection with all claims, suits, judgments and causes of action: (i) for infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a Handheld Product), system or service in connection with the Service or the Rover Apps Software or any portion thereof; (ii) for damages arising from the breach of any of the following Sections of this Agreement: "Use of the Rover Apps Software", "Software and Documentation License", "Your Computer Systems and Airtime Services", "Intellectual Property Rights", and "Export"; (iii) for any injury, death or property damage arising from Your or Your Authorized Users' negligence or misconduct in connection with Your or Your Authorized Users' use of the Service or the Rover Apps Software or any portion thereof; or (iv) for claims made by Authorized Users or third persons against Rover Apps or its licensors arising from or related to Your or Your Authorized Users' use of the Service or the Rover Apps Software or any portion thereof (other than such claims that arise solely from the use of the Service or the Rover Apps Software strictly in accordance with the terms of this Agreement and the Documentation which specifically pertains to such version of the Service or the Rover Apps Software that is the subject of the claim). No remedy herein conferred upon Rover Apps is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

Disclaimer of Warranties. 

General Warranties. THE SERVICE AND THE ROVER APPS SOFTWARE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND.  ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA") AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Rover Apps Software to the extent they cannot be excluded as set out above, but can be limited, are hereby limited to thirty (30) days from the date You first installed any portion of the Rover Apps Software on any computer or Handheld Product.

If, at anytime following delivery of the Rover Apps Software to You, the Service or the Rover Apps Software or any portion thereof as made available by Rover Apps or any Rover Apps authorized distributor does not perform the functions described in the standard end user Documentation when used as specified by Rover Apps in the Documentation applicable to the specific type and version of the Service or the Rover Apps Software, You can terminate this Agreement, without any liability to Rover Apps, by notifying Rover Apps in writing of Your intent to do so via e-mail sent to cancellation@roverapps.com, and You must immediately cease to use the Service and the Rover Apps Software. The foregoing is Your sole and exclusive remedy for any defects, errors, or problems You may experience related to the Service and the Rover Apps Software.

Third Party Content, Third Party Services, Third Party Software, Third Party Websites and Airtime Services. EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, ROVER APPS SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY CLAIMING BY OR THROUGH YOU, FOR ANY ISSUE RELATING TO THE LINKED SITES, OTHER WEB SITES, THIRD PARTY CONTENT, THIRD PARTY SERVICES, AIRTIME SERVICES OR THIRD PARTY SOFTWARE, INCLUDING, WITHOUT LIMITATION: (A) THE ACCURACY, TRANSMISSION, TIMELINESS OR CONTINUED AVAILABILITY OF SUCH THIRD PARTY SERVICES, AIRTIME SERVICES, THIRD PARTY SOFTWARE, THIRD PARTY CONTENT, LINKED SITES OR OTHER WEB SITES; (B) THE PERFORMANCE OR NON-PERFORMANCE OF THE THIRD PARTY SOFTWARE, THIRD PARTY SERVICES OR AIRTIME SERVICES; OR (C) THE INTEROPERABILITY OF THE THIRD PARTY SOFTWARE, THE THIRD PARTY SERVICES OR AIRTIME SERVICES WITH ALL OR A PORTION OF THE ROVER APPS SOFTWARE. YOU SPECIFICALLY AGREE THAT ROVER APPS IS NOT RESPONSIBLE OR LIABLE FOR ANY VIRUSES, OR ANY THREATENING, DEFAMATORY, OBSCENE, TORTIOUS, OFFENSIVE OR ILLEGAL THIRD PARTY CONTENT OR FOR CONTENT THAT INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR THE TRANSMISSION THEREOF. YOUR RECOURSE IN THE EVENT OF ANY SUCH CLAIM WITH RESPECT TO ANY THIRD PARTY SOFTWARE, THIRD PARTY SERVICE, AIRTIME SERVICES OR THIRD PARTY CONTENT, SHALL BE SOLELY AGAINST THE RELEVANT THIRD PARTIES.

Limitation of Liability. YOU HEREBY AGREE AND ACKNOWLEDGE THAT ROVER APPS AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS AGREEMENT, OR THE INABILITY TO ACCESS AND USE THE SERVICE OR THE ROVER APPS SOFTWARE WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE, EVEN IF ROVER APPS AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ROVER APPS OR IN THE EVENT OF PERSONAL INJURY OR DEATH CAUSED BY ROVER APPS.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU.

IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET OUT ABOVE, IN NO EVENT SHALL ANY DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER, INDEPENDENT CONTRACTOR OF ROVER APPS OR ANY AFFILIATES OF ROVER APPS HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT.

Consent to Collection of Personal Information. You warrant that You have the right to provide Rover Apps the data You provided to Rover Apps at the time You registered for the Rover Apps Desktop Software. By submitting personal information about You and/or Your Authorized Users (which may or may not, depending on applicable law, include, without limitation, a name, email address, telephone number, Handheld Product information, and Airtime Service Provider information), to Rover Apps and/or its affiliated companies, You consent to the collection, use, processing, transmission, and/or disclosure of such information by Rover Apps and/or its affiliated companies, and You warrant that You have obtained all consents necessary under applicable law from Your Authorized Users to disclose their personal information to Rover Apps and/or its affiliate companies, and for Rover Apps and/or its affiliated companies to collect, use, process, transmit, and/or disclose such personal information, for: (a) the internal use of Rover Apps and its affiliated companies, including, without limitation, developing new services and enhancing existing services and product offerings, (b) any purpose related to the billing, activation, provision, maintenance, deactivation and/or Your and/or Your Authorized Users' use of the Service or the Rover Apps Software and/or related products and/or services; (c) providing You and/or Your Authorized Users with upgrades or updates to the Service and the Rover Apps Software, notice of upgrades or updates, and/or related products and/or services; (d) any purposes permitted or required by any applicable law; and/or (e) any of the other purposes which are set out in Rover Apps' then current privacy policy, which may be viewed at http://roverapps.com/privacy/(“Privacy Policy”). The collection, use, processing, transmission, and/or disclosure of Your or Your Authorized Users' personal information for the purposes noted above are in strict accordance with Rover Apps' privacy policy and applicable privacy laws. Rover Apps reserves the right to modify its Privacy Policy from time-to-time in its sole discretion and You agree to regularly review Rover Apps' privacy policy for any updated information. The parties hereto acknowledge and agree that the Privacy Policy, as may be modified from time to time by Rover Apps, is incorporated into this Agreement by this reference.

Assignment and Delegation. Rover Apps may assign this Agreement without notice to You. You shall not assign this Agreement without the prior written consent of Rover Apps (such consent may be withheld or conditioned at Rover Apps' discretion) and any assignment without Rover Apps' prior written consent shall be null and void and of no effect.

Notices. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing to the other party hereto via e-mail, and if addressed to You, to the e-mail address supplied to Rover Apps by You at the time You registered for the Service, and, if addressed to Rover Apps, to notices@roverapps.com.

Force Majeure. Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing nonperformance of any obligation by either Party to make payment to the other Party under this Agreement.

General.

(a)     Waivers of Default. No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the Party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

(b)     Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement.

(c)     Governing Law and Dispute Resolution. This Agreement shall be governed by the substantive laws of the State of Georgia.  The exclusive jurisdiction for any action relating to this Agreement (whether for breach of contract, tort or otherwise) shall be a federal or state court in Atlanta, Georgia, and the parties hereby consent to such exclusive jurisdiction and irrevocably waive and shall not assert any defenses based on lack of in personam jurisdiction, improper venue or inconvenient forum. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.

(d)     Language. If this Agreement is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent, prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments.

(e)     Entire Agreement. This Agreement constitutes the entire agreement between You and Rover Apps as to the subject matter hereof and supersedes any prior written or oral agreements between You and Rover Apps with respect thereto.  This Agreement may be amended at any time upon mutual written agreement by the Parties.

(f)     Compliance With Laws. You will, at Your expense, obtain and maintain all licenses, registrations and approvals required by the government authorities or applicable law in Your jurisdiction for the execution and performance of this Agreement or any related license agreements. In particular and for the avoidance of doubt, You will comply with all applicable laws and regulations applicable to the transfer of personally identifiable information, and will obtain any necessary license, registration and approval from competent government authorities for the importation and use of any Rover Apps Software that contains commercial encryption or other security functions. You will provide Rover Apps with the assurances and official documents that Rover Apps periodically may request to verify Your compliance with this obligation.