TERMS OF SERVICE

Version 2.0 (September 4, 2018)

IMPORTANT:

BEFORE USING THIS SERVICE, PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY. BY USING THE SERVICE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

This AGREEMENT is a legal agreement between you and Takeoff Point, LLC (“TOP”). This AGREEMENT governs your rights and obligations regarding your access to and use of the TOP’s SaaS available at https://rocro.com and related software owned by TOP and/or its third party licensors (including TOP’s affiliates) and their respective affiliates (collectively, the “THIRD-PARTY SUPPLIERS”), together with any updates/upgrades provided by TOP, including its THIRD-PARTY SUPPLIERS, any printed, on-line or other electronic documentation for such software, and any data files created by operation of such software (collectively, “SERVICE”).

YOUR RIGHTS

In accordance with and subject to the terms and conditions of this AGREEMENT, you have the right to access and use the SERVICE for the duration of the access period applicable to your subscription.

ELIGIBILITY AND ACCOUNT

In order to access and use the SERVICE, you must first register an account. You represent and warrant that you have right and authority to register an account and enter into this AGREEMENT. You must be at least eighteen (18) years old to use the SERVICE. If you are registering an account on behalf of an entity, such as your employer, you represent that you have the authority to bind such entity to the terms of this AGREEMENT. You must keep your account information current and up to date.

The SERVICE uses OAuth protocol for its authentication and authorization. You may use the SERVICE after you authorize TOP to access your resources (user email, private repositories, etc.) on GitHub or Bitbucket via OAuth. You are responsible for maintaining the confidentiality of your account, including your user name and password, and for all the activities occurring under the use of your account. You are responsible for managing any authorized users of your account if your account is on behalf of an entity. TOP reserves the right to access your account in order to respond to your requests for support. TOP has the right, but not the obligation, to monitor your usage of SERVICE.

The SERVICE is protected by copyright and other intellectual property laws and international treaties. All right and title in and to the SERVICE (including, but not limited to, any images, photographs, animation, video, audio, music, text and “applets” incorporated into SERVICE) is owned by TOP or one or more of the THIRD-PARTY SUPPLIERS.

GRANT OF LICENSE

TOP grants you a limited, revocable, non-sublicensable, non-exclusive, non-transferable license to use the SERVICE subject to the terms of this AGREEMENT. TOP and the THIRD-PARTY SUPPLIERS expressly reserve all rights, title and interest (including, but not limited to, all intellectual property rights) in and to the SERVICE that this AGREEMENT does not specifically grant to you.

REQUIREMENTS AND LIMITATIONS

You may not copy, publish, adapt, redistribute, attempt to derive source code, modify, reverse engineer, decompile, or disassemble any of the SERVICE, whether in whole or in part, or create any derivative works from or of the SERVICE. You may not bypass, modify, defeat or circumvent any of the functions or protections of the SERVICE or any mechanisms operatively linked to the SERVICE. You may not remove, alter, cover or deface any trademarks or notices on the SERVICE. You may not share, distribute, rent, lease, sublicense, assign, transfer or sell your access to or use of the SERVICE. The software, network services or other products other than SERVICE upon which SERVICE’s performance depends might be interrupted or discontinued at the discretion of the suppliers (software suppliers, service suppliers, or TOP). TOP and such suppliers do not warrant that SERVICE, network services or other products will continue to be available, or will operate without interruption or modification. You agree that TOP may remove or disable any functionality or software of SERVICE at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such functionality or software), or for no reason at all.

INTERNET CONNECTIVITY AND THIRD PARTY SERVICES

You acknowledge and agree that access to the SERVICE may require an internet connection for which you are solely responsible. Further, you are solely responsible for payment of any third party fees associated with your internet connection, including but not limited to internet service provider or airtime charges. Operation of SERVICE may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your internet connection and service. The provision, quality and security of such internet connectivity are the sole responsibility of the third party providing such service.

AVAILABILITY

TOP shall use commercially reasonable efforts to keep the SERVICE available without downtime except for scheduled maintenance and any unavailability caused by circumstances beyond TOP’s reasonable control, including, but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or any unavailability of third party services upon which the SERVICE depends, such as service provided by Google Cloud Platform, GitHub or Bitbucket.

SERVICE PLANS AND FEES

After you create your account, you may select a subscription plan for the SERVICE. The prices for each plan are set forth on the price list provided by TOP. You agree to pay the applicable fees in accordance with the price list. TOP reserves the right to change its pricing from time to time upon thirty (30) days’ notice and such new fees will become effective for any subsequent renewal term following the notice period. All payments shall be made in U.S. dollars. If you are paying any fees by credit card, you shall provide TOP complete and accurate information regarding the applicable credit card. You will promptly update your account information with any changes that may occur.

AUTOMATIC RENEWAL

Your account subscription will automatically renew at the end of each subscription period until you terminate your service within your account settings or provide notice to TOP that you intend to terminate your subscription at the end of the applicable period. Notice may be given to TOP by support@rocro.com.

UPGRADE OR DOWNGRADE OF SUBSCRIPTION

For any upgrade in the subscription level for a month-to-month service plan, you will be immediately charged for any increase in the subscription cost pursuant to the billing method applicable to you prorated for the remaining term of your current billing cycle. For any downgrade in a subscription level for a month-to-month service plan, any decrease in a subscription cost shall only take effect upon the next renewal date of the then current service plan. Your downgrade of your subscription level may cause the loss of features or capacity of your account. TOP does not accept any liability for such loss.

OVERDUE ACCOUNTS

Any payments more than thirty (30) days overdue will bear a late payment fee of 1.5 percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, if any amount owed by you for use of the SERVICE is thirty (30) or more days overdue (or ten (10) or more days overdue when you have authorized TOP to charge to your credit card), TOP may, in its sole discretion and without limiting its other rights and remedies, suspend your access to the SERVICE and/or otherwise limit the functionality of the SERVICE until such amounts are paid in full.

CUSTOMER SERVICE

For any customer service issues regarding your account or the SERVICE, you may contact: support@rocro.com

AUDIT

You will maintain, and TOP will be entitled to audit, any records relevant to your use of the SERVICE hereunder. TOP may audit such records on reasonable notice at TOP’s cost (or if the audits reveal material non-compliance with this AGREEMENT, at your cost).

HIGH RISK ACTIVITIES

SERVICE is not fault-tolerant and is not designed, manufactured or intended for use as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of SERVICE could lead to death, personal injury, or severe physical or environmental damage (“HIGH RISK ACTIVITIES”). TOP, each of the THIRD-PARTY SUPPLIERS, and each of their respective affiliates specifically disclaim any express or implied warranty, duty or condition of fitness for HIGH RISK ACTIVITIES.

EXCLUSION OF WARRANTY ON SERVICE

You acknowledge and agree that use of the SERVICE is at your sole risk and that you are responsible for use of the SERVICE. The SERVICE is provided “AS IS,” without warranty, duty or condition of any kind.

TOP AND EACH OF THE THIRD-PARTY SUPPLIERS (FOR PURPOSES OF THIS SECTION, TOP AND EACH OF THE THIRD-PARTY SUPPLIERS SHALL BE COLLECTIVELY REFERRED TO AS “TOP”) EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. TOP DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS (A) THAT THE FUNCTIONS CONTAINED IN ANY OF THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UPDATED, (B) THAT THE OPERATION OF ANY OF THE SERVICE WILL BE CORRECT OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED, (C) THAT THE SERVICE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, (D) THAT ANY SOFTWARE, NETWORK SERVICES (INCLUDING THE INTERNET) OR PRODUCTS (OTHER THAN THE SERVICE) UPON WHICH THE SERVICE’S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED, AND (E) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TOP OR AN AUTHORIZED REPRESENTATIVE OF TOP SHALL CREATE A WARRANTY, DUTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD SERVICE PROVE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You shall defend, indemnify and hold harmless TOP, its officers and directors, employees and agents from any and all third party claims, damages, costs and (including reasonable attorney fees) arising out of your use of the SERVICE in a manner not authorized by this AGREEMENT, and/or applicable law.

LIMITATION OF LIABILITY

TOP AND EACH OF THE THIRD-PARTY SUPPLIERS (FOR PURPOSES OF THIS SECTION, TOP AND EACH OF THE THIRD-PARTY SUPPLIERS SHALL BE COLLECTIVELY REFERRD TO AS “TOP”) SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY RELATED TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE, DOWN TIME AND USER’S TIME, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EACH AND ALL OF THEIR AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE SERVICE BY YOU. 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.

PRIVACY POLICY

TOP shall not use your e-mail address and any other identifier provided by you for the purposes other than to provide the SERVICE. TOP shall not share your e-mail address and identifier with anyone except to perform the SERVICE comply with the law or protect its rights, itself and third parties from illegal, criminal or harmful conduct. TOP collects non-personally-identifying information such as IP address, browser type, language preference, referring site, and the date and time of each visitor request. You agree to this form of monitoring, tracking and storage. TOP may also store monitoring and statistical data about your usage of the SERVICE and information about the software tested. These data may be published to the public in anonymized and aggregated manner. Information provided by you through the SERVICE may be processed, stored or transferred to TOP, its affiliates or agents which are located in countries outside of your country of residence. Data protection and information privacy laws in certain countries may not offer the same level of protection as your country of residence and you may have fewer legal rights in relation to your information processed and stored in, or transferred to, such countries. TOP will use reasonable efforts to take appropriate technical and organizational steps to prevent unauthorized access to or disclosure of your information, but does not warrant it will eliminate all risk of misuse of such your information. TOP’s Privacy Policy is available at https://rocro.com/legal/us/terms-of-service.

Certain services related to the SERVICE may be provided by third parties, including Stripe.com for payment processing. TOP is not responsible for any third party’s, including Stripe.com’s, privacy policy. To understand how Stripe.com may use, store or manage your data, you may access their privacy policy here: https://stripe.com/us/privacy

AUTOMATIC UPDATE FEATURE

From time to time, TOP or the THIRD-PARTY SUPPLIERS may automatically update or otherwise modify the SERVICE, including, but not limited to, for purposes of enhancement of security functions, error correction and improvement of functions, at such time as you interact with TOP’s or third parties’ servers, or otherwise. Such updates or modifications may delete or change the nature of features or other aspects of the SERVICE, including, but not limited to, functions you may rely upon. You acknowledge and agree that such activities may occur at TOP’s sole discretion and that TOP may condition continued use of SERVICE upon your acceptance of such update or modifications. Any updates/modifications shall be deemed to be, and shall constitute part of, the SERVICE for purposes of this AGREEMENT. By acceptance of this AGREEMENT, you consent to such update/modification.

EQUITABLE REMEDIES

Notwithstanding anything contained in this AGREEMENT to the contrary, you acknowledge and agree that any violation of or non-compliance with this AGREEMENT by you will cause irreparable harm to TOP, for which monetary damages would be inadequate, and you consent to TOP obtaining any injunctive or equitable relief that TOP deems necessary or appropriate in such circumstances. TOP may also take any legal and technical remedies to prevent violation of and/or to enforce this AGREEMENT, including, but not limited to, immediate termination of your use of the SERVICE, If TOP believes in its sole discretion that you are violating or intend to violate this AGREEMENT. These remedies are in addition to any other remedies TOP may have at law, in equity or under contract.

TERMINATION

Without prejudice to any of its other rights, TOP may terminate this AGREEMENT if you fail to comply with any of its terms. In case of such termination, you must cease all use of the SERVICE.

AMENDMENT

TOP RESERVES THE RIGHT TO AMEND ANY OF THE TERMS OF THIS AGREEMENT AT ITS SOLE DISCRETION BY POSTING NOTICE ON A TOP DESIGNATED WEB SITE, BY EMAIL NOTIFICATION TO AN EMAIL ADDRESS PROVIDED BY YOU, BY PROVIDING NOTICE AS PART OF THE PROCESS IN WHICH YOU OBTAIN UPGRADES/UPDATES OR BY ANY OTHER LEGALLY RECOGNIZABLE FORM OF NOTICE. If you do not agree to the amendment, you should promptly contact TOP for instructions. Your continued use of the SERVICE after the effective date of any such notice shall be deemed your agreement to be bound by such amendment.

THIRD-PARTY BENEFICIARIES

Each THIRD-PARTY SUPPLIER is an express intended third-party beneficiary of, and shall have the right to enforce, each provision of this AGREEMENT with respect to such party’s software used in the SERVICE.

ENTIRE AGREEMENT, WAIVER, SEVERABILITY

This AGREEMENT, as amended and modified from time to time, is the entire agreement between you and TOP with respect to the SERVICE. The failure of TOP to exercise or enforce any right or provision of this AGREEMENT shall not constitute a waiver of such right or provision. If any part of this AGREEMENT is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this AGREEMENT, and the other parts will remain in full force and effect. This AGREEMENT will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

GOVERNING LAW AND JURISDICTION

This AGREEMENT and all matters related to the SERVICE shall be governed by and interpreted in accordance with the laws of the state of Delaware. You and TOP hereby submit to the exclusive jurisdiction of the state or federal courts sitting in the state of Delaware for any disputes arising in connection with this AGREEMENT and the SERVICE.

Should you have any questions concerning this AGREEMENT, you may contact TOP by writing to TOP at: Takeoff Point, LLC, 2207 Bridgepointe Parkway, San Mateo, CA 94404, or by calling 650-741-5622.