By using the Site (as defined below), you are agreeing to these Terms of Use (as defined below). Please read these Terms of Use carefully.
If you have any questions
contact us hereOnaroll, Inc., a Delaware corporation (“Onaroll” “we” or “us” or “our”) owns and operates the website, https://www.onaroll.co/, including any mobile and touch versions, and any sites we have now or in the future that reference these Terms (collectively, the “Site”). By using the Site and Onaroll’s services through the Site (the “Service”), you agree to these Terms (defined below) and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Policy, located here, and acknowledge that you will regularly review these Terms to familiarize yourself with any updates.
The Privacy Policy, together with these Terms, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Terms of Use” or the “Terms”. The term “using” also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining or extraction tools or any other functionality.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE SITE AND DO NOT USE ANY ONAROLL SERVICE OR PURCHASE ANY PERK, PRODUCT OR OTHER GOOD OR SERVICE OFFERED THROUGH THE SITE OR BY OUR PARTNERS.
The Service is a subscription service that monitors the performance of companies (“Employers”) and their employees (“Employees”), and awards points (“Points”) to Employees upon achievement of predetermined individual and company-wide performance goals that can be used to purchase certain products and services (collectively, “Perks” and each a “Perk”) from Onaroll’s partners (“Partners”).
The Site, any content on the Site and the infrastructure used to provide the Site are proprietary to us, our affiliates, Partners and other content providers. By using the Site and accepting these Terms of Use: (a) Onaroll grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to these Terms of Use and to any additional terms and policies set forth by Onaroll; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the Site without the express permission of Onaroll.
As a condition of your use of the Site, you agree that:
By accessing the Site and accepting these Terms, each Employee acknowledges and agrees that your use of the Site and participation is voluntary in nature and is not a condition to continued employment with your Employer, and that any information collected by Onaroll in connection with your use of the Service (including, without limitation, the information we may share with your Employer) is governed by our Privacy Policy.
Onaroll retains the right, at our sole discretion, to deny service or use of the Service to anyone at any time and for any reason. While we use reasonable efforts to keep the Service accessible, the Service and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Service access or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control (e.g., ISP outages or other network disruptions).
We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the Site or our Service, we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will not apply to Perks purchased prior to the effective date of such changes. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Site or our services will constitute acceptance of these changes and the Terms of Use as modified.
As between you and Onaroll, each Employer and/or their Employees, as applicable, are responsible for updating and correcting information that has been submitted to create or maintain user accounts. As part of your account settings, you have the option to save, edit or delete your personal information, including, without limitation, a valid credit card. You understand and agree that Onaroll shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.
Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current or future account Points, and any other forms of unredeemed value in your account. Upon termination, the provisions of these Terms of Use that are by their nature intended to survive termination (e.g., any disclaimers, all limitations of liability and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our Service or the Site, including, without limitation, requirements for use.
By creating an account, each Employer grants to Onaroll a non-exclusive, worldwide, perpetual, paid-up, irrevocable, royalty-free license and right to use, publicly display, broadcast, and publish any of Employer’s company logos or names associated with the organization affiliated with the account.
All interactions on the Site must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Site, we may limit or terminate your privileges on the Site and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account.
The following activities are prohibited on the Site and constitute violations of these Terms of Use (collectively, “Prohibited Conduct”):
- Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
- Scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
- Scanning or testing the security or configuration of the Site or breaching security or authentication measures; or
- Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Site or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site.
We take the privacy of your personal data seriously. We encourage you to carefully review our Privacy Policy for important disclosures about ways that we may collect, use, and share personal data and your choices.
The Site contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States. Onaroll owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content without the express permission of Onaroll or the copyright owner is permitted. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
Onaroll owns the trademark “Onaroll”. the Onaroll logos and variations thereof found on the Site are trademarks owned by Onaroll, Inc. or its related entities, and all use of these marks inures to the benefit of Onaroll.
Other marks on the site not owned by Onaroll may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Onaroll unless otherwise stated, or may be the property of their respective owners. You may not use Onaroll’s name, logos, trademarks or brands, or trademarks or brands of others on the Site without Onaroll’s express permission.
The Site may provide registered users and visitors various opportunities to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material submitted or posted to the Site (collectively, “User Content”) through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs or other communication facilities that may be offered on, through, or in connection with the Site or the Service from time to time. You may be required to have a Onaroll account to submit User Content.
If you contribute any User Content, you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Onaroll does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. In addition, if you contribute any User Content, you represent and warrant that: (a) you are the creator of the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and that they have waived any moral rights in such User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbors viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any software or computer equipment.
Onaroll shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Use and any operating rules established by Onaroll, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Onaroll shall have the right to remove any content from the Site or any other Onaroll-controlled media, in its sole discretion. Onaroll assumes no liability for any User Content or other information that appears or is removed from the Site or elsewhere. Onaroll has no obligation to use User Content and may not use it at all.
In some instances, and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. Onaroll makes no representations or warranties that the User Content you modify or remove will be modified or removed from the Site or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.
Onaroll owns the trademark “Onaroll”. the Onaroll logos and variations thereof found on the Site are trademarks owned by Onaroll, Inc. or its related entities, and all use of these marks inures to the benefit of Onaroll.
Other marks on the site not owned by Onaroll may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Onaroll unless otherwise stated, or may be the property of their respective owners. You may not use Onaroll’s name, logos, trademarks or brands, or trademarks or brands of others on the Site without Onaroll’s express permission.
You understand and agree that User Content is public. Any person (whether or not a user of Onaroll’s services) may read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. Onaroll is not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.
Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Onaroll. Other users may post User Content that is inaccurate, misleading or deceptive. Onaroll does not endorse and is not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of Onaroll. Onaroll does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Content.
Some User Content you submit to Onaroll may be displayed, or may give you the option to display, your Personal Information, or a portion thereof, including, without limitation, your name, initials, username, social networking website user account name, image, likeness, preferences, and location. To the extent you submit any such User Content containing your Personal Information, you grant Onaroll a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide license and right to use, commercial use, display and distribute any Personal Information in connection with your User Content in accordance with these Terms of Use, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Onaroll shall have no obligation to use your Personal Information in connection with any User Content.
As between you and Onaroll, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the Site, you grant Onaroll a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Onaroll’s license in any User Content or Personal Information submitted includes, but is not limited to, use for promotions, advertising, marketing, market research, Partner feedback, quality control or any other lawful purpose.
As detailed in Section 3 of these Terms, contributing User Content or other information on or through the Site, is limited to individuals who are over the age of majority in the state or province in which they reside. The Site and the Services are designed and intended for adults. By contributing User Content or other content on or through the Site, you affirm that you are over the age of majority in the state or province in which they reside. We will promptly delete User Content or other content associated with any account we obtain actual knowledge of that is associated with a registered user who is not at least the age of majority in the state or province in which he or she resides.
As detailed in Section 6, account use on behalf of an Employer grants Onaroll license to use that Employer’s name and logo.
We welcome, directly or through any Onaroll employee or agent, unsolicited ideas of any kind, particularly ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. You may send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
Infringement Reporting Procedures. If you own copyright, trademark, patent or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Site infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Onaroll’s attention, you can report your concern(s) by submitting your complaint here.
DMCA Procedures. Onaroll reserves the right to terminate your or any third-party’s right to use the Site if such use infringes the copyrights of another. Onaroll may, under appropriate circumstances and at its sole discretion, terminate your or any third-party’s right to access to the Site, if Onaroll determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Site by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Onaroll’s attention, you must provide Onaroll’s DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The contact information for Onaroll’s DMCA Agent for notice of claims of copyright infringement is: Onaroll, Inc. 767 Fifth Ave, 15th Floor, New York, NY 10153, email: questions@onaroll.co.
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK. NONE OF ONAROLL, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, PERKS, PRODUCTS OR SERVICES, (II) DESCRIPTIONS OF PERKS, PARTNER PRODUCTS OR OTHER AVAILABLE SERVICES, OR (III) USER CONTENT PROVIDED THROUGH THE SITE. THE SITE AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE SITE, PERKS, PARTNER PRODUCTS AND OTHER AVAILABLE SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ONAROLL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SITE OR THE CONTENT, USER CONTENT OR OTHER INFORMATION CONTAINED ON THE SITE OR THE PERKS, PARTNER PRODUCTS OR OTHER AVAILABLE SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.
IN NO EVENT SHALL ONAROLL, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY TO YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE PERKS, PARTNER PRODUCTS AND OTHER AVAILABLE SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES OTHER THAN PERKS PURCHASED FROM A PARTNER; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. IN NO EVENT WILL ONAROLL’S LIABILITY IN CONNECTION WITH A PERK, OR OTHER PRODUCT OR SERVICE EXCEED THE AMOUNTS PAID FOR THE APPLICABLE PACKAGE, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
When you use the Site or send texts or emails to Onaroll, you are communicating with us electronically and consent to receive electronic communications related to your use of the Site and the Service. We will communicate with you by text, email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Site or from which you otherwise email us.
The Site may contain links to websites maintained by other parties. These links are provided solely as a convenience to you, and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services (including, without limitation, any Perks) available on or through any such linked site or resource.
You agree to defend, indemnify and hold harmless Onaroll, its officers, directors, stockholders, consultants, agents, and employees, and its subsidiaries and affiliates, and each of their respective officers, directors, managers, members, agents and employees from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any Perks purchased by you through the Site or any additional products or services purchased or obtained by you from Onaroll’s Partners or from any linked sites; (b) any User Content submitted or posted by you, in connection with the Site, or any use of the Site in violation of these Terms of Use; (c) fraud you commit or your intentional misconduct or gross negligence; or (d) your violation of any applicable U.S., Canadian, or foreign law or rights of a third-party.
You are solely responsible for your interactions with Onaroll’s Partners and other users of the Site. To the extent permitted under applicable laws, you hereby release Onaroll from any and all claims or liability related to any product or service of a Partner, regardless of whether such product or service is a Perk available through the Site, any action or inaction by a Partner, including, without limitation, but not limited to any harm caused to you by action or inaction of a Partner, a Partner’s failure to comply with applicable law and/or failure to abide by the terms of any other product or service purchased or obtained by you from such Partner, and any conduct, speech or User Content, whether online or offline, of any other third-party.
Onaroll shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; (f) epidemics and pandemics, or (g) other causes beyond the reasonable control of Onaroll.
You may not assign these Terms of Use, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of Onaroll. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Onaroll may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.
The Terms of Use, including, without limitation, the Privacy Policy and other terms incorporated by reference, constitute the entire agreement and understanding between you and Onaroll with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Onaroll with respect to such subject matter.
Any disputes arising out of or related to these Terms of Use and/or any use by you of the Site or Onaroll’s services shall be governed by the laws of the State of Delaware, without regard to its choice of law rules and without regard to conflicts of laws principles.
(a) Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Onaroll arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site, or any Perks or services offered or distributed through the Site (“Disputes”) shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court. By virtue of this Dispute Agreement (defined below), you and Onaroll are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 22(a) or Section 22(d)). The provisions of this Section 22 shall constitute your and Onaroll’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Dispute Agreement”). Any modification to this Agreement shall be in writing and signed by you and Onaroll. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including, without limitation, the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
To begin an arbitration proceeding, you must comply with the limitations provision set forth in Section 22(e) and submit the Dispute by utilizing the forms available at http://www.adr.org, and simultaneously sending a copy of the completed form to the following address: Onaroll, Inc, 767 Fifth Avenue, 15th Floor, New York, NY 10153. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Onaroll will reimburse those fees for Disputes totaling less than $10,000 unless the arbitrator determines the Dispute is frivolous. Likewise, Onaroll will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary.
(b) No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
(c) Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) except with respect to a qualifying claim over a Dispute in a small claims court, you agree that any such Dispute may only be instituted in a state or federal court in New York, New York; (ii) you and Onaroll irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) you and Onaroll agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State New York, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes; and (iv) you and Onaroll agree to waive any right to a trial by jury.
(d) Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property or any conduct that violates Section 7 (“Your Conduct”) of the Terms of Use.
(e) Time Limitations. If either of us wants to assert a Dispute against the other, the party with a Dispute must institute arbitration within one (1) year from the date the Dispute arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.
(f) Severability. With the exception of Section 22(b) above, if any part of this Section 22 is ruled to be unenforceable, then the balance of this Section 22 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If Section 22(b) above is ruled to be unenforceable, then Section 22(b) shall be deemed unenforceable, but the rest of Section 22 shall remain in full effect.
No waiver by either you or Onaroll of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.
The provisions of these Terms of Use apply equally to and are for the benefit of Onaroll, its subsidiaries, affiliates, Partners and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.
These Terms of Use were last updated on June __, 2020
2023, Onaroll, Inc. | All Rights Reserved.
