NextRoll

NEXTROLL WEBSITE TERMS OF USE

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Last Revised on July 10, 2020 Welcome to the NextRoll Website Terms of Use (“Terms”) for this website and/or mobile application provided by NextRoll, Inc. (“NextRoll”, “we” or “us”). These Terms are a legal contract that governs your use of and access to our websites and mobile versions and applications (all of which are referred to in these Terms as the “Website”) and all the text, data, information, software, graphics, logos, photographs, applications, services, tools and features (collectively, the “Services”) that NextRoll and its subsidiaries and affiliated companies may make available to you on the Website. 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. Please note that Section 10 contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 9. <ul> <li>WHO MAY USE THE SERVICE</li> <li>USER ACCOUNTS</li> <li>LOCATION OF OUR PRIVACY POLICY</li> <li>RIGHTS WE GRANT YOU</li> <li>OWNERSHIP AND CONTENT</li> <li>THIRD PARTY SERVICES AND MATERIALS</li> <li>DISCLAIMERS AND IDEMNIFICATION</li> <li>LIMITATION OF LIABILITY</li> <li>ARBITRATION AND CLASS ACTION WAIVER</li> <li>ADDITIONAL PROVISIONS</li> </ul> 1. WHO MAY USE THE SERVICE Back to top 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. 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. 2. USER ACCOUNTS Back to top 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 Website. 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. 3. LOCATION OF OUR PRIVACY POLICY Back to top 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 Website Privacy Notice. 4. RIGHTS WE GRANT YOU Back to top 4.1 License Grant. Subject to your compliance with these Terms, NextRoll hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services and, as applicable, to download a single copy of the NextRoll application onto the equipment or device specified by us. 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 subject to the use restrictions described below. 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 written permission to do so: <ul> <li>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;</li> <li>duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;</li> <li>use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Services;</li> <li>use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;</li> <li>exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;</li> <li>use the Services in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's use of the Services or use any device, software or routine that causes the same;</li> <li>attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Service;</li> <li>circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;</li> <li>use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;</li> <li>introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;</li> <li>use the Services for illegal, harassing, unethical, or disruptive purposes;</li> <li>violate any applicable law or regulation in connection with your use of the Services. or</li> <li>use the Services in any way not expressly permitted by these Terms.</li> </ul> 5. OWNERSHIP AND CONTENT Back to top 5.1 Ownership of the Services. The Services and their content, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that NextRoll and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works. 5.2 Ownership of Trademarks. The NextRoll name, NextRoll terms, including but not limited to, NextRoll, AdRoll, RollWorks, Brand Match, Growth Guerilla, Accountable Marketing Collective, Agency Amplifier, and all related names, logos, product and service names, designs and slogans are trademarks of NextRoll or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. 5.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of NextRoll and NextRoll may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to NextRoll any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback. 5.4 Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Content”). As a condition of your use of the Services, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your Content. As part of the foregoing license grant you agree that (a) the other users of our Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services, and (b) we have the right to make any of Your Content available to third parties, so that those third parties can distribute, make derivative works of, comment on and/or analyze your Content on other media and services (either alone or as part of a collective work). except that the foregoing (a) and (b) shall not apply to any of Your Content that you post privately for non-public display on the Services, if such functionality is available on the Website. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. 5.5 Postings and Acceptable Use Policy. The Website may contain or provide access to blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features and functionality where users can share and post information and/or photos, video, or audio. To the extent that the Website contains such communication forums (collectively referenced herein as “Forums”), you agree that by using the Website you will not upload, post, display, or transmit any of the following materials on the Forums: <ul> <li>anything that interferes with or disrupts the Website or the operation thereof,</li> <li>statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,</li> <li>unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,</li> <li>statements or material that violates other contractual or fiduciary rights, duties, or agreements,</li> <li>statements or material that is bigoted, hateful, or racially offensive,</li> <li>statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,</li> <li>statements or material that constitutes anti-competitive collaboration and/or antitrust violations,</li> <li>statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,</li> <li>statements or material that harms minors,</li> <li>statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of AdRoll and/or its affiliates,</li> <li>statements or material that misrepresents your affiliation with any entity and/or AdRoll and/or its affiliates,</li> <li>anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,</li> <li>chain letters or pyramid schemes,</li> <li>statements or materials that are deceptive or misleading,</li> <li>statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,</li> <li>statements or material that are “off-topic” for a designated Forum, and</li> <li>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 Website.</li> </ul> NextRoll is not 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 above with respect to NextRoll's right and ability to delete or remove a posting (or any part thereof), NextRoll does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it 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. Nevertheless, NextRoll reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to Content (or parts thereof) that NextRoll reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, (e) protect the rights, property or safety of NextRoll, its users and the public or (f) that NextRoll believes in good faith violate these Terms and/or are, or are potentially, unlawful or harmful to NextRoll, its services, or goodwill. If you violate these Terms, NextRoll may, in its sole discretion, delete the unacceptable Content, issue you a warning, and/or terminate your use of the Website and Services. Moreover, it is a policy of NextRoll to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of any Content that violates these rules regarding acceptable behavior or content, you may contact NextRoll as provided below. 5.6 Notice of Infringement – DMCA Policy If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, 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: <ul> <li>identification of the copyrighted work that is claimed to be infringed;</li> <li>identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;</li> <li>information for our copyright agent to contact you, such as an address, telephone number and e-mail address;</li> <li>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;</li> <li>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</li> <li>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.</li> </ul> Notices of copyright infringement claims should be sent by mail to: NextRoll, Attn: Legal NextRoll, Inc., 2300 Harrison St, Fl 2, San Francisco CA, 94110, United States. or by e-mail to legalnotices@nextroll.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property 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 Back to top 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 websites. 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. DISCLAIMERS AND IDEMNIFICATION Back to top 7.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, NextRoll, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “NextRoll Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 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. 7.2 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, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation. (b) your violation of any rights of any third party. (c) any unauthorized use of the Services. (d) Your Content, or (e) your negligence or wilful misconduct. 8. LIMITATION OF LIABILITY Back to top 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 (OR PRODUCTS PURCHASED ON 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 Back to top PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S. 9.1 Please Contact NextRoll First! NextRoll wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting NextRoll first through support@nextroll.com or via their allocated Account Manager. 9.2 Judicial Forum for Disputes. You and NextRoll agree that any judicial proceeding to resolve claims relating to these Terms, the Website or the Services will be brought in the federal or state courts located in San Francisco County, California, subject to the mandatory arbitration provisions below. You and NextRoll consent to venue and personal jurisdiction in such courts. Notwithstanding the above, you and NextRoll agree that you alternatively may attend any arbitration proceedings telephonically or videographically, in which case NextRoll will do so as well. U.S. RESIDENTS ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER: 9.3 Arbitration. You and NextRoll agree to resolve any claims relating to these Terms, the Website or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. 9.4 Arbitration Procedures. The American Arbitration Association (“AAA”) (https://www.adr.org) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (https://www.adr.org/sites/default/files/commercial_rules.pdf). The arbitration will be held in the United States in accordance with the venue specified in Section 9.2. 9.5Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. NextRoll will pay all arbitration fees for you on a pre-pay plan. NextRoll will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 9.6 Exceptions to Agreement to Arbitrate. Either you or NextRoll may assert claims, if they qualify, in small claims court in San Francisco, California. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. Arbitration will not be binding with regards to the NextRoll content and materials at NextRoll’s sole discretion. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California to resolve your claim. 9.7 Opt Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email within thirty (30) days of first accepting these Terms to arbitration_optout@NextRoll.com clearly stating your wishes to opt out of arbitration with NextRoll and include your first and last name, the company for which the account was created, and the email address associated with the account. 9.8 Class Action Waiver. Both parties agree to resolve any disputes, claims, or controversies on an individual basis, and that any claims arising out of, relating to or in connection with these Terms (such as with respect to their validity or enforceability), NextRoll’s content or materials, or any Services provided by NextRoll will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. 9.9 Controlling Law. These Terms are governed by the law of the State of California except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction. 10. ADDITIONAL PROVISIONS Back to top 10.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the NextRoll website. 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, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. 10.2 Termination of License and Your Account. If you breach any of the terms of these Terms, all licenses granted by NextRoll will terminate automatically. Additionally, NextRoll 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 NextRoll deletes 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, NextRoll may, but is not obligated to, delete any of Your Content. NextRoll shall not be responsible for the failure to delete or deletion of Your Content. 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 NextRoll or you. Termination will not limit any of NextRoll’s other rights or remedies at law or in equity. 10.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to NextRoll for which monetary damages would not be an adequate remedy and NextRoll 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. 10.4 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. 10.5 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 NextRoll 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. NextRoll is an independent contractor and not your agent in the performance of this Agreement. There are no third-party beneficiaries (except the indemnitees referenced herein). 10.8 Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of the Website and Services and will supersede all prior agreements between the parties whether, written or oral. 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. NextRoll will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond NextRoll’s reasonable control. 10.10 Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 10.11 Assignment. These Terms and the licenses granted hereunder may be assigned by NextRoll but may not be assigned by you without the prior express written consent of NextRoll. 10.12 Headings. The section headings used herein are for reference only and shall not be read to have any legal effect. 10.13 Governing Law. The Terms are governed by the laws of the State of California except for its conflict of laws principles. 10.14 How to Contact Us. All notices to NextRoll must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by NextRoll. Legal notices to NextRoll must be sent to legalnotices@nextroll.com with a copy to NextRoll, Inc. Attn: Legal, 2300 Harrison St, Fl 2, 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 Website and are deemed effective when sent or posted. NextRoll, Inc. 2300 Harrison St, Fl 2 San Francisco CA, 94110 United States