NEXTROLL WEBSITE TERMS OF USE

Last Updated: July 23, 2024

IMPORTANT NOTICE: THESE TERMS OF USE (“TERMS”) CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND NEXTROLL, INC. (“NEXTROLL”) AND ITS PREDECESSORS IN INTEREST, SUCCESSORS, AND ASSIGNS, AS WELL AS ITS RESPECTIVE PAST, PRESENT, AND FUTURE PARENTS, SUBSIDIARIES, RELATED COMPANIES AND AFFILIATES (COLLECTIVELY, “NEXTROLL PARTIES”, “WE,” “US”, “OUR”) TO BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Welcome! These Terms are a legally binding contract between you and us that govern your use of and access to our website(s), as well as any of the data, information, software, graphics, logos, photographs, applications, services, tools, features and any other programming, applications, technical products, experiences, or documentation provided by NextRoll and any other NextRoll Party, as applicable (collectively, the “Services”). Please read these Terms carefully, as they include important information about your legal rights.

By using or accessing the Services, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

WHO MAY USE THE SERVICE
USER ACCOUNTS
OTHER TERMS
RIGHTS WE GRANT YOU
OWNERSHIP, USE & CONTENT
THIRD PARTY SERVICES AND MATERIALS
REPRESENTATIONS & WARRANTIES, DISCLAIMERS & INDEMNIFICATION
LIMITATION OF LIABILITY
RESOLVING DISPUTES; AGREEMENT TO ARBITRATE; CLASS ACTION AND JURY WAIVER
ADDITIONAL PROVISIONS

1. WHO MAY USE THE SERVICE

1.1 Services. We may offer a range of Services, your use of which is governed by these Terms.

1.2. Age. You must be 16 years of age or older to use our Services. Minors under the age of majority in their jurisdiction but that are at least 16 years of age are only permitted to use our Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. If you’re a parent or legal guardian allowing a minor to use the Services, then you agree these Terms apply to you and that you’re responsible for their and your activity on the Services. You also are responsible for any transactions undertaken by you or the minor. Children under the age of 16 are not permitted to use the Services. By using the Services, you represent and warrant that you meet all of these requirements.

1.3 Update, develop, and enhance Services. We may develop new technology or features that improve or modify the Services. To that end, we may add or remove certain features, functionalities, or Services. If we make a significant change that impacts your use of the Services, or if we stop offering a service altogether, we will endeavor to notify you unless the situation is urgent (for example, to prevent abuse, address security issues, or respond to legal requirements).

1.4 Update, clarify, or amend these Terms. If we make a change to these Terms or any Other Terms that materially affects your rights, we will endeavor to give you advance notice and an opportunity to review the change unless the situation is urgent. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting (please review the “Last Revised” date at the top of these Terms), or such later date as may be specified in the updated Terms.

1.5 If you don’t agree, stop using the Services. If you don’t agree with any Terms, including any updated terms, you should terminate your account and stop using the Services. Your continued access or use of the Services will be deemed your acceptance.

1.6 Follow all applicable rules. The permission we give you to use the Services lasts as long as you comply with: (1) these Terms; and (2) any Other Terms—which will be controlling if there is any conflict with these Terms—that may apply to specific uses of the Services. We will let you know when Other Terms apply to your use of the Services.

2. USER ACCOUNTS

2.1 Creating and Safeguarding your Account. To use certain of the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account and you agree to only create an account for yourself and not for any other person or entity. You can access, edit and update your Account via the account settings on the Services. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@nextroll.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

2.2 Suspension & Termination. If you violate or breach any Laws, these Terms or any Other Terms and we don’t take action right away, that doesn’t mean we give up any rights that we may have. We may take appropriate action in the future. We may terminate your Account and your access to the Services if you violate or breach these Terms, Other Terms, Law or Platform Terms, or the rights of another person, or for any other reason in our sole discretion. If this happens, any license granted to you in connection with the Services are terminated immediately. We also reserve the right to terminate any other accounts you may create or have created. Additionally, we may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If we delete your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, we may, but is not obligated to, delete any of Your Content. We shall not be responsible for the failure to delete or deletion of Your Content.

3. OTHER TERMS

3.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use our Services. For an explanation of our privacy practices, please visit the NextRoll Privacy Policy. The Privacy Policy is also a part of these Terms, meaning you agree to our Privacy Policy by using our Services.

3.2 Other Terms. Other Terms may govern certain features or content on the Service, and by participating in any activity on the Service governed by Other Terms, you agree that you will be subject to those Other Terms in addition to these Terms.

4. RIGHTS WE GRANT YOU

4.1 License Grant. Subject to your compliance with these Terms and any applicable Other Terms, NextRoll Parties (as applicable) hereby grant to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the Services as provided to you. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and Other Terms, as applicable, and is subject to the restrictions described herein.

4.2 Restrictions On Your Use of the Services. You may not do any of the following, unless laws prohibit these restrictions, or you have our advance written permission to do so:

share, download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
duplicate, change, break, decompile, reverse engineer, disassemble or decode the Services or any part thereof (including any underlying idea or algorithm), or attempt to do any of the same;
share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Services;
use, reproduce or remove any proprietary notations displayed on or through the Services (e.g., trademark or copyright notices);
use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
use the Services or any part thereof in any manner that could disable, overburden, damage, disrupt or impair the Services or any part thereof or interfere with any other party’s use of the Services or any part thereof, or use any device, software or routine that causes the same;
attempt to gain unauthorized access to, interfere with, overwhelm, burden, damage, disrupt, impair damage or disrupt or negatively impact the Services, Accounts registered to other users, or the computer systems or networks connected to the Services or any part thereof;
use or attempt to use another person’s Account or device without their permission;
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or any part thereof;
use any robot, mods, hacks, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services or any part thereof to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
use the Services for or post Content that is harmful, harassing, unethical, fraudulent, obscene, vulgar, abusive, profane, harmful, disruptive or otherwise objectionable or offensive purposes, violates other contractual or fiduciary rights, duties, or agreements;
share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish deceptive, unfair or misleading statements, or unauthorized promotion (including, without limitation, chain letters or pyramid schemes, statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials);
impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of NextRoll Parties, or misrepresent your affiliation with any entity and/or NextRoll Parties;
violate any applicable “Laws” (i.e. any and all laws, rules, codes, statutes, ordinances, regulations, treaties, directives, and legal or regulatory requirements or guidance and agreements that apply to the Services or Content) in connection with your use of the Services or third party platform terms;
use the Services in any way not expressly permitted by these Terms or Other Terms; or
Encourage or enable any other person or entity to do any of the foregoing.

5. OWNERSHIP, USE & CONTENT

5.1 Definitions.

“Content” means graphics, pictures, images, artwork, videos, animations, audio, sounds, music, audio-visual effects, text, titles, names, themes, dialogue, characters, stories, concepts, objects, virtual items, patterns, textures, designs, models, concepts, interactive features, code, scripts, software, metadata, digital works, suggestions, feedback, messages, reviews, files, documents, and all other content.

“IP” means any intellectual property or intellectual property rights, including any copyright, trademark, patent, trade secret, or other proprietary interests, whether registered or unregistered, under the laws of any jurisdiction.

“Our Content” means the Services, and any IP or Content owned or provided by or on behalf of NextRoll Parties, including any software, technology, tools, designs, templates or tools provided to users.

“Your Content” means any Content you create, submit, store, upload, broadcast, provide or share using the Services, or otherwise provide to NextRoll or any other Licensed Party, including any name, brand, likeness, image, likeness, social-media handle(s), avatars, signature, voice, performance, profile and biographical information (collectively, “Persona”) (to the extent incorporated therein), but excludes Our Content or Content provided by other users.

5.2 Our Content

The Services include Our Content, which belongs to NextRoll Parties (as applicable). As between you and NextRoll Parties, the applicable NextRoll Party shall be and remain the sole owner of Our Content. We give you permission to use Our Content solely to use the Services, subject to these Terms and any Other Terms, but we (or other Licensed Parties, as applicable) retain all IP in Our Content. You agree not to do anything to violate, infringe upon, or misappropriate our IP/Our Content.

5.3 Your Content

You own the IP in Your Content, and you can share Your Content with the world. However, you grant NextRoll and all other Licensed Parties, including our users / users of the Services, permission to use Your Content as set forth in the license below.

Unless otherwise agreed by NextRoll in writing, the scope of the license you grant to Your Content hereunder is:

worldwide, meaning it’s valid all over the world;
non-exclusive, meaning you can give the same license to others;
royalty-free, meaning there are no royalties owed to you for this license (and, for the sake of clarity, NextRoll Parties may, but have no obligation to, provide or offer you compensation for, or opportunities for you to monetize, Your Content); and
irrevocable, meaning you can’t take it back.

NextRoll and all other Licensed Parties may (but are not obligated to):

copy, use, transmit, broadcast, reproduce, publicly perform, and publicly display Your Content, including to save on the Service and its systems and show or make publicly available to other users;
modify and prepare derivative works based upon Your Content, including to edit them or make new versions of them;
otherwise use, distribute, commercialize, and exploit Your Content; and
sublicense, meaning grant any or all of these rights to other NextRoll users / users of the Services or other third parties.

NextRoll and all other Licensed Parties may exercise these rights for any lawful purpose including, without limitation, the purposes of:

operating and improving the Services, including to provide the Services to you and others, allow the Services to work as intended, and create new features and functionalities; and
promoting and marketing NextRoll and all other Licensed Parties, the Services, their businesses, Our Content and Your Content.

The license above continues for as long as Your Content is protected by IP Laws. Further, if you give us any comments, feedback, or suggestions, you agree that Licensed Parties may use those submissions without notice, payment, or any other obligation to you.

If you give us any comments, feedback, or suggestions, you agree that Licensed Parties may use those submissions without notice, payment, or any other obligation to you.

We love when Your Content is feedback about experiences with us and/or our products or services, as customer feedback helps us to improve our offerings and connect with our community. By submitting Your Content that contains a Review, you agree that:

The Review complies with these Terms
You are actually a user of the product or service being reviewed
The Review reflects your honest opinions, findings, beliefs, or actual experience using the product(s)
You will disclose in the Review (in easy-to-understand language and in an unavoidable place) if you have any connection to NextRoll Parties that might materially affect the weight or credibility of your Review.

We reserve the right not to post or delete any Content, including any Review, that:

We reasonably believe is fake or is:

unlawful;
unrelated to the products services offered by us;
clearly false or misleading;
harassing or abusive, inappropriate with respect to race, gender, sexuality, ethnicity or another intrinsic characteristic;
defamatory, libelous, or slanderous;
violative of the Terms or applicable Laws.

Contains:

unlawful material;
personal information;
trade secrets, or privileged information;
confidential commercial or financial information;
personnel and medical files or similar information;
records or information compiled for law enforcement purposes

No Licensed Party shall be responsible for screening, policing, editing, or monitoring your or another user’s Content and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Content. Moreover, and except as provided herein, NextRoll Parties do not endorse, oppose, or edit any opinion or information provided by you or another user and do not make any representation with respect to, nor does any of them endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user.

We try to check and publish Reviews after successful submission to us. If a Review is not published after you submitted it to us, it may have violated the Terms.

Please be aware that Reviews on the Services may be viewable by others. We cannot guarantee that you will have any recourse through our Services or NextRoll generally to edit or delete any Review.

5.4 Notice of Infringement – DMCA Policy

You can use Content that belongs to others in and as permitted by the Services, these Terms and any Other Terms, but you can’t use it in any other way without the applicable rights’ holder’s permission.

If you believe that any user-generated Content or other material made available through the Services violate your copyright, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

identification of the copyrighted work that is claimed to be infringed;
identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: NextRoll, Attn: Legal NextRoll, Inc., 2300 Harrison Street, San Francisco, CA 94110, United States; or by e-mail to legalnotices@nextroll.com. Notices related to trademarks, right of publicity, or IP matters may be sent to the same recipient. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or IP rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

6. THIRD PARTY SERVICES AND MATERIALS

6.1 Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or services. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

7. REPRESENTATIONS & WARRANTIES, DISCLAIMERS AND INDEMNIFICATION

7.1 Representations and Warranties. By using the Services, you represent and warrant that:

you have the rights and ability to enter into these Terms and any Other Terms;
your use of the Services and performance under any Other Terms won’t violate any third party’s rights, applicable Laws or Platform Terms, including, without limitation, posting any personal identifying information of another individual;
your use of the Services will be for your personal enjoyment only or for use as outlined in any Other Terms, but not for any commercial purposes;
you exclusively own the rights in Your Content or, if not, you have obtained all rights necessary to grant Company and the other Licensed Parties the rights granted hereunder (including all sublicense rights);
the use of Your Content as set forth herein or in any Other Terms will not violate these Terms, Other Terms, any Laws or Platform Terms, or any rights (including any IP, privacy rights, or rights of publicity) of any third party, or cause Company or any other Licensed Parties to incur any additional fees; and
if Your Content uses any third party’s IP (like logos, designs, brand names), such use is expressly permitted by the applicable rights holder or otherwise is permitted by fair use or other applicable Laws.

7.2 Disclaimers. We work continuously to improve the Services and meet your needs. However, for legal reasons, we offer the Services without warranties unless specifically stated in Other Terms. The law says we need to explain this with specific language in capital letters. Here is that explanation:

WE PROVIDE THE SERVICES AS IS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OF THE LICENSED PARTIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR INDEPENDENT CONTRACTORS (THE “NEXTROLL ENTITIES”) WE DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

FOR EXAMPLE, THE NEXTROLL ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE NEXTROLL ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

7.3 Indemnification. By entering into these Terms and using the Services, you agree that you shall defend, indemnify and hold the NextRoll Entities harmless from and against any and all claims arising out of or in connection with: (a) your violation or breach (or alleged violation of breach) of any term of these Terms or any applicable law or regulation; (b) your violation or alleged violation of any rights of any third party; (c) any unauthorized use of the Services; (d) Your Content, or (e) your negligence or willful misconduct. This applies to all liabilities or expenses arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees. You shall cooperate as fully as reasonably required in the defense of any such claim. Any NextRoll Entity reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

8. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE NEXTROLL ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE NEXTROLL ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE NEXTROLL ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE NEXTROLL ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9.1 Mandatory Individual Arbitration.

All Disputes with NextRoll Parties, whether such Disputes arose before, on, or subsequent to you entering this Arbitration Agreement, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms, Other Terms or this Arbitration Agreement are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

You may not seek injunctive relief against any NextRoll Party. In the event of a Dispute with any NextRoll Party, your remedies shall be limited to your right, if any, to recover damages in an action at law, and in no event shall you be entitled to enjoin, restrain, or seek to enjoin or restrain, the use, distribution, or other exploitation of the Services, or any other NextRoll Parties’ products or services. Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and each of the NextRoll Parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by any NextRoll Party against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the Last Updated date of these Terms, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.

9.2 Class Action/Jury Trial Waiver

You and each of the NextRoll Parties agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that neither you nor any NextRoll Party may bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that neither you nor any NextRoll Party shall participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.

Unless both you and the applicable NextRoll Party agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and the applicable NextRoll Party shall be deemed not to have agreed to arbitrate Disputes.

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in San Francisco, California], and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or any NextRoll Party may participate in a class-wide settlement.

9.3 Opt-Out Procedures. To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at legalnotices@nextroll.com within 30 days after the earlier of: (1) the date you first accessed the Services; or (2) the date you first provided information to the Services after the Last Updated date of these Terms (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with any NextRoll Party. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of any NextRoll Party’s arbitration agreements and class action provisions.
9.4 Rules & Governing Law. Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve Disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and NextRoll Parties each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you must be emailed to legalnotices@nextroll.com (“Notice Address”). Any Notice of Dispute must include (i) your full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the Dispute; (iii) to the extent the Dispute relates to your use of the Services, any relevant facts regarding your use of the Services, including whether you have created an account with or receive any emails associated with the Services, and/or the date(s) of any purchase(s) you made on the Services; and (iv) a personally signed statement from you (and not your counsel) verifying the accuracy of the contents of the Notice of Dispute. The Notice must be individualized, meaning it can concern only your Dispute and no other person’s Dispute.

NextRoll or any other NextRoll Party will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and NextRoll Parties have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and NextRoll Parties agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.

All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is currently available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.

If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Disputes. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. NextRoll Parties reserve all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and NextRoll Parties shall be deemed not to have agreed to arbitrate Disputes.

If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “ADR Rules”), except as modified by this Arbitration Agreement. ADR Rules are currently available at https://www.adrservices.com/services-2/arbitration-rules/. If there are 20 or more substantially similar Disputes that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Disputes in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these Disputes. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. NextRoll Parties reserve all rights and defenses as to each and any demand and claimant.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the ADR Rules shall pre-empt all state laws to the fullest extent permitted by law. If the FAA and the ADR Rules are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be resolved under the laws of New York.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and NextRoll Parties agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

These Terms, including this Arbitration Agreement, are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.

You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.

The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

The parties agree that the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.

You agree that any arbitrations between you and any NextRoll Party will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with any NextRoll Party, and, notwithstanding any provision in these Terms to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with any NextRoll Party, including with respect to claims that arose before this or any prior arbitration agreement.

9.5 Opt-Out of Future Changes to Arbitration Agreement. Notwithstanding any provision to the contrary, if NextRoll Parties make any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending NextRoll an email to legalnotices@nextroll.com. within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) if applicable, the username or email address associated with any potential account with NextRoll, and (v) the specific change(s) to the Arbitration Agreement you wish to reject. It must include a statement, personally signed by you, that you wish to reject the change to the Arbitration Agreement. This is not an opt out of arbitration altogether.

9.6 Severability & Survival.

If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. Notwithstanding the foregoing, as set forth above, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.

This Arbitration Agreement shall survive termination of the Terms. Except as provided in the opt-out provisions set forth in the Opt-Out of Future Changes to Arbitration Agreement section above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with any NextRoll Party.

10. ADDITIONAL PROVISIONS

10.1 Survival. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by us or you. Termination will not limit any of our other rights or remedies at law or in equity.

10.2 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

10.3 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

10.4 New Jersey Residents. The sections on indemnification and limitation of liability do not apply to New Jersey residents.

10.5 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

10.6 Severability. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

10.7 Independent Parties. We are independent contractors and not each others’ agent in the performance of this Agreement. There are no third-party beneficiaries (except the indemnitees referenced herein).

10.8 Entire Agreement. These Terms, together with Other Terms, represent the entire agreement between you and us and supersede any prior agreements or understandings, whether written or oral, between you and us. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter these Terms.

10.9 Force Majeure. We will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond our reasonable control.

10.10 Waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

10.11 Assignment. You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written permission. We may assign or transfer any of our rights or obligations hereunder without your permission and without notice to you.

10.12 Headings. The section headings used herein are for reference only and shall not be read to have any legal effect.

10.13 How to Contact Us. All notices to us must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by us. Legal notices to us must be sent to legalnotices@nextroll.com with a copy to NextRoll, Inc. Attn: Legal, 2300 Harrison Street, San Francisco, CA 94110, U.S.A. Notices to users will be sent to the Account email address on file and/or posted on the Services and are deemed effective when sent or posted.

NextRoll, Inc.
2300 Harrison Street
San Francisco, CA 94110
United States