Last updated: October 4, 2022
These Terms of Service constitute a legally binding agreement (“Agreement”) between you, a government agency, and RollKall Technologies, LLC. (“Company” or “RollKall”) governing your use of the RollKall Platform (defined below), Company’s website (RollKall.com or the “Site”) or mobile applications. The platform service provided by Company, the Site and mobile applications together are hereinafter collectively referred to as the “RollKall Platform."
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE ROLLKALL PLATFORM.
Your use of the RollKall Platform constitutes your acceptance of and agreement to all of the terms and conditions in this Agreement, the Privacy Policy which can be found at https://www.rollkall.com/privacy (the “Privacy Policy”), and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. The Privacy Policy is incorporated by reference into this Agreement and together form and are hereinafter referred to as this “Agreement”.
1) ROLLKALL PLATFORM CONNECTS OFFICERS AND CLIENTS
The RollKall Platform is a web-based communications platform which enables the connection between Clients and Officers. “Clients” are individuals and/or businesses seeking to obtain services (“Jobs”) from Officers and are therefore Clients of Officers, and “Officers” are individuals employed by you or one or more of your affiliates seeking to perform Jobs for Clients. Clients, Officers and you together are hereinafter referred to as “Users.” If you agree on the terms of a Job with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.
OFFICERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF COMPANY. COMPANY DOES NOT PERFORM JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. YOU HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR AN OFFICER’S WORK AND IS NOT RESPONSIBLE FOR THE WORK PERFORMED OR THE JOBS IN ANY MANNER.
OFFICERS ARE INDEPENDENT CONTRACTORS FOR ROLLKALL AND ARE NOT COVERED UNDER A WORKERS COMPENSATION POLICY. AN ADDITIONAL CHARGE WILL BE ADDED TO THE OFFICERS’ HOURLY RATE IF YOU DESIRE TO HAVE THIS COVERAGE IN PLACE FOR OFFICERS PERFORMING JOBS FOR CLIENTS AND PAID THROUGH THE ROLLKALL PLATFORM. YOU MAY REQUEST SUCH WORKERS COMPENSATION COVERAGE BY SUBMITTING A WRITTEN REQUEST TO ROLLKALL.
The RollKall Platform only enables connections between Users for the fulfillment of Jobs. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Jobs, Officers, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Jobs requested and services provided by Users identified through the RollKall Platform whether in public, private, or offline interactions. In the event that you suspect or otherwise become aware that any unauthorized party may be using the RollKall Platform in a manner not authorized hereunder, you shall immediately notify RollKall thereof.
2) USER VETTING AND REPRESENTATION AND WARRANTIES
User Vetting
In Company’s sole discretion, you and Users associated with you may be subject to a vetting process before they can register for and during their use of the RollKall Platform, including but not limited to a verification of identity, Officer standing with you, and a comprehensive criminal background check, at the Country, State and local level, using third party services as appropriate. You are solely responsible for obtaining User consent to Company’s conduct of background checks (i) as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act and (ii) additionally, as often as Company deems advisable at Company’s sole discretion.
Although Company may perform background checks of Users and subject Users to other forms of vetting, as outlined above, Company is not required to do so and cannot confirm that each User is who the User claims to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the RollKall Platform. The vetting processes that Company applies to Users at any given time can be found at: https://www.rollkall.com/rollkall-officer-verification. Users are advised that Company may change or eliminate those vetting processes from time to time in Company’s sole discretion.
NEITHER COMPANY NOR ANY OF ITS AFFILIATES OR LICENSEES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
As used in this Agreement, an “Affiliate” of Company means any member, manager, officer, employee, agent, attorney, financial advisor or contractor of Company, any entity in which Company owns an equity interest or any entity that owns an equity in interest in Company.
Your Representations and Warranties
You represent and warrant that that you are a governmental entity and are capable of entering into binding contracts and you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. You represent and warrant that this Agreement is binding on you. You represent and warrant that you have read, understand and are required to agree to and accept to be bound by this Agreement and, the Privacy Policy in order to access and use the RollKall Platform. You hereby warrant and represent that you will respect the privacy (including without limitation private, family and home life), property and data protection rights of Users and that you will not record (whether video or audio or otherwise) any Job or any interaction by or with any User and/or Company in connection with RollKall Platform without the prior written consent of any relevant User. You further represent and warrant that you will fulfill the commitments you make to other Users including paying / receiving payment through the RollKall Platform through RollKall’s payment service provide, currently Stripe (the “PSP”), communicating clearly and promptly through the chat thread, being present and / or available at the time you agree upon with your Officer or Client as the case may be.
3) CONTRACT BETWEEN CLIENTS AND OFFICERS
You acknowledge and agree that “Service Agreement” is formed when a Client and an Officer agree on the terms of a Job. The terms of the Service Agreement include the engagement terms proposed and accepted on the RollKall Platform, and any other contractual terms accepted by both the Officer and their Client to the extent such terms do not conflict with the terms in this Agreement including this Section 3 and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Officer or create any obligation on the part of the Company to the Client or you. You may elect for the Clients to pay the Officer directly for completed services through the “RKPay” platform developed by Company to facilitate payments between Users, at the rates agreed to by the parties in the Service Agreement. RollKall partners with the PSP for purposes of collecting all payments from Clients who elect to utilize RKPay, transferring such payments from Clients to Officers, and holding Client balances through RKPay. You agree to comply with this Agreement throughout the term of this Agreement. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding between the parties. You covenant that any Jobs entered by you into the RollKall Platform will only be between a Client, an Officer and/or you. Company is not responsible for managing any agreement between Clients, Officers or you. Neither is Company responsible for collecting funds owed to an Officer under the terms of any such agreement. You may incorporate into the RollKall Platform your agency’s rules and policies governing Officers. RollKall shall not be responsible for enforcing any such rules or policies. You acknowledge and agree that your Officers that are authorized by you to provide services in connection with Jobs (“Authorized Officers”), Clients, staff, and designees (collectively, the “Authorized Users”) may act as your agent in connection with your relationships with (a) RollKall and (b) any other Authorized Users.
4) BILLING AND PAYMENT
You acknowledge that you are aware that RollKall does not charge for use of the RollKall Platform solely for scheduling purposes; provided, however, that, in the event you elect not to utilize RKPay, RollKall may charge you a monthly licensing fee per Authorized User.
Users contract for Jobs directly with other Users through you using the RollKall Platform. Company will not be a party to any contracts for Jobs or other services. Clients are solely responsible for payments owed to Officers and other Users for services rendered pursuant to Service Agreements. At your election, Clients must make such payments to Officers or other Users using RKPay via RollKall’s PSP, or as otherwise agreed between Client and Officer. Payment for services through the RollKall Platform is made by the Client to the User and not by Company or its PSP. Company does not guarantee payments of amounts owed by Clients to Officers or you, and under no circumstances shall Company be obligated to pay an Officer or any other User for services rendered under a Services Agreement.
Users of the RollKall Platform who utilize RKPay will be required to provide their credit card and/or bank account details to Company via its PSP. Clients will be responsible for paying the invoice for each Job (the “Invoice”), which will include (i) the pricing terms of the Job agreed with and provided by an Officer (“Job Payment”), (ii) any out of pocket expenses agreed with and submitted by an Officer in connection with the Job, (iii) any tip or gratuity, if applicable, (iv) (iv) “payment processing fees equal to an amount agreed to in writing by the applicable parties”., (v) if applicable a service charge Company assesses for the RollKall Platform, based upon the Job Payment amount based on fee schedules maintained by Company that will be provided to you and Users at their request, (vi) all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable hereunder, and (vii) cancellation fees, if applicable. Officers will be responsible for paying (i) registration fees (applicable to Officer registrants), (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Each Invoice will initially be developed by an Officer to reflect charges for his services and then edited by Company to add line items for fees payable to other Users, you or Company.
Payment processing services for Users on the RollKall Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”) which can be found at https://stripe.com/us/legal. By agreeing to the terms of this Agreement or continuing to operate as a government agency on the RollKall Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of RollKall enabling payment processing services through Stripe, you agree to provide RollKall accurate and complete information about you and your business, and you authorize RollKall to share with Stripe that information, as well as transaction information related to your use of the payment processing services provided by Stripe.
To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a temporary charge is placed on account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary between $0.01 US to $5000.00 US depending on the estimated value of the Job and reimbursements.
When you receive confirmation through the RollKall Platform or via email that a Job has been completed, you automatically authorize Company to provide Client's payment details to the PSP for processing of Job Payment, out of pocket expenses owed to Officer, and the service charge owed to Company for the use of RKPay (if applicable). You may be charged a cancellation fee through the PSP if you book a Job, but cancel it before it is completed, as set forth in the Job pricing terms or if you agree to perform a Job but fail to complete it, as may be set forth in the Job pricing terms.
Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or Officer or upon notice of any potential fraud, unauthorized charges or other misuse of the RollKall Platform, to arrange for the PSP to (i) place on hold any Job Payment and out of pocket expenses, or (ii) refund, provide credits.
Users of the RollKall Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the Job services provided under this Agreement (other than taxes on Company’s income).
5) RELEASE
The RollKall Platform is only a venue for connecting Users. Company shall have no liability arising out of or relating to disputes between you and one or more Users.
COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS ROLLKALL PLATFORM.
6) PUBLIC AREAS; ACCEPTABLE USE
The RollKall Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, Job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the RollKall Platform, you may not share your personal contact information with other Users.
Without limitation, while using the RollKall Platform, you may not:
7) TERMINATION AND SUSPENSION
Company may terminate, limit or suspend this Agreement as it relates to you and your right to use the RollKall Platform in the event that Company, in its sole discretion, determines that you have breached this Agreement (a “User Breach”) by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.
If Company terminates, limits, or suspends this Agreement as it relates to you and your right to use the RollKall Platform, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating, limiting, or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing litigation, criminal, and injunctive redress.
Notwithstanding anything to the contrary in this Section 7, Company has the right to restrict anyone from completing registration as an Officer if Company believes such person may threaten the safety and integrity of the RollKall Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time as it relates to you by (i) delivery to Company of written or email notice of termination and (ii) by ceasing all use of the RollKall Platform.
All sections of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
8) ACCOUNT, PASSWORD, SECURITY, AND MOBILE PHONE USE, TEXTS AND CALLS
You must register with Company and create an account to use the RollKall Platform. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the RollKall Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
By providing to Company your mobile phone number and using the RollKall Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts (including prerecorded and/or by automatic telephone dialing systems) in order to (a) perform and improve upon the RollKall Platform, (b) facilitate the carrying out of Jobs through the RollKall Platform, or (c) provide you with information and reminders regarding your registration, orientation, upcoming Jobs, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Jobs and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your account settings on the Site or Company’s mobile application, texting “STOP” in response to any texts, or by emailing opt-out-texts@RollKall.com and specifying you want to out-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@RollKall.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
9) YOUR INFORMATION AND LIKENESS
“Your Information” is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the RollKall Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User Generated Content.”
You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The RollKall Platform hosts User Generated Content relating to reviews and ratings of specific Officers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake his, her or its own research to be satisfied that a specific Officer is the right person for a Job. You agree that Company is not liable or otherwise responsible for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so.
You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use Your Information in order to perform and improve upon the RollKall Platform.
Additionally, you acknowledge that you will be required to provide to RollKall sensitive information related to the identity, residence, compensation and other personally identifiable information of Authorized Officers (any such information, the “Officer Information”). You further acknowledge that the Officer Information may be accessible by your Authorized Users. You and RollKall agree: (i) to use the Officer Information only in connection with Jobs, (ii) not to disclose the Officer Information to any other person or entity and (iii) to use commercially reasonable efforts to maintain the confidentiality of the Officer Information. You shall be responsible for maintaining the current status of Authorized Officers on the RollKall Platform and shall restrict access to the RollKall Platform solely to its active Authorized Users.
10) LINKS TO OTHER WEBSITES
The RollKall Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the RollKall Platform to such websites (including without limitation external websites that are framed by the RollKall Platform as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, and not by the terms of this Agreement or the Privacy Policy. You access such third-party websites at your own risk. Company expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the RollKall Platform. You hereby agree to hold Company harmless from any liability that may result from the use of links that may appear on the RollKall Platform.
As part of the functionality of the RollKall Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the RollKall Platform; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the RollKall Platform via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the RollKall Platform. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the RollKall Platform. You will have the ability to disable the connection between your account on the RollKall Platform and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the RollKall Platform. At your request made via e-mail to privacy@RollKall.com, Company will deactivate the connection between the RollKall Platform and your Third Party Account and delete any information stored on Company’s servers that was obtained through such Third Party Account, except the Username and profile picture that become associated with your account.
11) WORKER CLASSIFICATION AND WITHHOLDINGS
AS SET FORTH IN SECTION 1, COMPANY DOES NOT PERFORM JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, control or monitor an Officer’s work or Jobs performed in any manner. Company does not set an Officer’s work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Job. Company does not provide any supervision to Users.
The RollKall Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use or delivery of Users’ Job services.
12) INTELLECTUAL PROPERTY RIGHTS
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the RollKall Platform is owned by Company, excluding User Generated Content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed.
Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the RollKall Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the RollKall Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
13) COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the RollKall Platform infringe upon your copyright or other intellectual property right, please send the following information to Company's Copyright Agent at: RollKall, LLC. 600 E. Las Colinas Blvd. Suite 550, Irving, TX 75039 or copyright@RollKall.com:
14) CONFIDENTIAL INFORMATION
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Company and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who need to know the Confidential Information in order to fulfill their job functions and who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Company’s trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Company’s business, operations and properties, including information about Company’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
15) DISCLAIMER OF WARRANTIES
USE OF THE ROLLKALL PLATFORM IS ENTIRELY AT YOUR OWN RISK.THE ROLLKALL PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE ROLLKALL PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE ROLLKALL PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ROLLKALL PLATFORM, OR (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSEES WARRANT THAT ACCESS TO THE ROLLKALL PLATFORM WILL BE UNINTERRUPTED OR THAT THE ROLLKALL PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ROLLKALL PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY JOB, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE ROLLKALL PLATFORM.
IN ADDITION, NOTWITHSTANDING ANY FEATURE A CLIENT MAY USE TO EXPEDITE ROLLKALL SELECTION, EACH CLIENT IS RESPONSIBLE FOR DETERMINING THE JOB AND SELECTING AN OFFICER, AND COMPANY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT AND DOES NOT RECOMMEND ANY PARTICULAR OFFICER. COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY OFFICER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
16) NO LIABILITY
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES OR LICENSEES, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ROLLKALL PLATFORM OR THE JOB SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE ROLLKALL PLATFORM. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY, ITS AFFILIATES OR LICENSEES IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID TO COMPANY UNDER THESE TERMS OF SERVICE DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
17) GOVERNING LAW
This Agreement will be governed by, and will be construed under, the laws of the State of Texas, without regard to choice of law principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement, or the transactions contemplated hereby, shall be instituted in the federal courts of the United States of America or the courts of the State of Texas, in each case located in the County of Dallas, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
18) NO AGENCY
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
19) GENERAL PROVISIONS
Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without Company’s prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.
20) CHANGES TO THIS AGREEMENT AND THE ROLLKALL PLATFORM
You acknowledge and agree that Company may unilaterally amend these Terms of Service. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using, the RollKall Platform. Your continued use of the RollKall Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may change, modify, suspend, or discontinue any aspect of the RollKall Platform at any time without notice or liability.
Company may also impose limits on certain features or restrict your access to parts or all of the RollKall Platform without notice or liability.
21) TAXES
You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, provided, that, in no event shall you pay or be responsible for any taxes imposed on RollKall’s income. If such tax for which you have responsibility is imposed directly on RollKall, you shall either pay the tax on behalf of RollKall or promptly reimburse RollKall for payments it makes directly.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND THE PRIVACY POLICY AND AGREE THAT MY USE OF THE ROLLKALL PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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