TERMS OF USE
WWW.ROTATE123.COM

1. Acceptance of Terms

a. By (i) browsing this web site (the "Site"), (ii) using services ("Services") made available on this Site, (iii) using, transmitting, downloading or uploading any Materials (as defined below) made available or enabled in any way on this Site, or (iv) utilizing the Site in any way, you agree that you have read, understand and agree to these Terms of Use and the Rotate 123 Online Privacy Policy ("Privacy Policy") located at http://www.Rotate 123.privacy, which is incorporated herein by reference. "Materials" means any content made available or enabled by Rotate 123, you or other users of the Site or Services and includes, without limitation, any information, reports, output, data, documents, images, photographs, graphics, audio, videos, or webcasts, software code and associated documentation. "Rotate 123 Materials" means those Materials that are made available through the Site by Rotate 123 or its licensors and specifically do not include Materials made by you or other users of the Services.

b. Some Services may also be subject to terms that are in addition to these Terms of Use ("Additional Terms"). If there is any conflict between the Terms of Use and the Additional Terms, the Additional Terms take precedence in relation to that Service. The Terms of Use and any applicable Additional Terms and all other documents incorporated by reference in these Terms of Use are collectively referred to herein as the "Terms".

c. You may not use the Services unless you are legally able under the law of the jurisdiction in which you reside to enter into and perform contracts. Without limiting the foregoing, you affirm that you are over the age of 13 and acknowledge that these Services were not intended for children under the age of 13.

d. Rotate 123 may change the Terms periodically at its discretion. Rotate 123 may impose or change a fee for access to or use of a Service. Rotate 123 will provide notice of such changes. However, regardless of whether you receive such notice, if you continue to use the Site or any Services after notice of changes is provided, you will be deemed to have accepted the changes. Your use of the Site or any Services is subject to the most current version of the Terms posted on the Site or through the affected Service at the time of such use.

2. Use of Services and Materials

a. Unless expressly agreed to by Rotate 123 in writing elsewhere, Rotate 123 has no obligation to store any Materials that you or other users upload, post, email, transmit or otherwise make available through your use of the Services ("User Content"). Rotate 123 has no responsibility or liability for the deletion or accuracy of any Materials, including your User Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services.

b. Information provided by you that is unique to you, such as information that you enter about yourself when registering for a Service is referred to as "Account Information." You agree that you will keep your Account Information complete, accurate and up-to-date. The confidentiality of your Account Information is your sole responsibility, as is all activity that occurs under your password when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Rotate 123 immediately. You may not use another person's Account Information. Rotate 123 may require that you change your Account Information or certain parts of your Account Information at any time for any reason.

c. You agree to use the Site, Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction ("Law").

d. You agree not to access or attempt to access the Site or Services by any means other than the interface provided by Rotate 123 or circumvent any access or use restrictions put into place to prevent certain uses of the Site or Services.

3. Ownership

a. The Site, Services and Rotate 123 Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights ("Intellectual Property Rights"). Except as expressly provided in the Terms, Rotate 123 and its suppliers do not grant any express or implied rights to use the Services and Materials.

b. The trademarks, logos and service marks displayed on the Site and Services (the "Marks") are the property of Rotate 123 or third parties. You are not permitted to use the Marks without the prior consent of Rotate 123 or the third party that may own the Marks.

4. Use of Rotate 123 Materials and User Content

a. Except as expressly indicated to the contrary in any applicable Additional Terms, Rotate 123 hereby grants you a nonexclusive, freely revocable (upon notice from Rotate 123), nontransferable, license to view, download and print Rotate 123 Materials, subject to the following conditions:

i. You may access and use the Rotate 123 Materials solely for personal, informational, non-commercial and internal purposes, in accordance with the Terms;

ii. You may make the Rotate 123 Materials available to others provided you do not charge a fee to do so;

iii. You may not remove any copyright or other proprietary notices contained in the Rotate 123 Materials; and

iv. Rotate 123 will not revoke your rights to any Rotate 123 Materials for which you have paid a fee.

b. The rights granted to you in Rotate 123 Materials as specified above are not applicable to the design, layout or look and feel of the of the Site or any Services. Such elements of the Site or Services are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part.

5. User Conduct

a. You agree that you, not Rotate 123, are entirely responsible for all User Content created by you that you distribute, perform, display, upload, post, email, transmit or otherwise make available on or through the Services ("Make Available"), whether publicly posted or privately transmitted. You assume all risks associated with use of such User Content, including any reliance on its accuracy, completeness or usefulness.

b. You agree not to use, or to encourage or permit others to use, the Services to:

i. Make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

ii. Stalk, intimidate and/or harass another;

iii. Incite others to commit violence;

iv. Harm minors in any way;

v. Make Available any Material that you do not have a right to Make Available under any Law or contractual or fiduciary relationship;

vi. Make Available any Material that infringes any Intellectual Property Right or other proprietary right of any party;

vii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

viii. Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;

ix. Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with Rotate 123 or any Service;

x. Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);

xi. Use any Rotate 123 domain name as a pseudonymous return email address;

xii. Make Available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

xiii. Access or use the Services in any manner that could damage, disable, overburden or impair any Rotate 123 server or the networks connected to any Rotate 123 server;

xiv. Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;

xv. Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites;

xvi. Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Materials, or other affiliated or linked sites, Services or Materials;

xvii. Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;

xviii. Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Rotate 123;

xix. Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or

xx. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials.

6. Investigations

a. Rotate 123, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, Rotate 123 shall have the right, in its sole discretion, to remove any User Content for any reason (or no reason), including if it violates the Terms or any Law.

b. Although Rotate 123 does not generally monitor User activity occurring in connection with the Services or Materials, if Rotate 123 becomes aware of any possible violations by you of any provision of the Terms, Rotate 123 reserves the right to investigate such violations, and Rotate 123 may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services, or Materials or change, alter or remove User Content or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Rotate 123 believes that criminal activity has occurred, Rotate 123 reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Rotate 123 is entitled to retain and/or disclose any information or Materials, including User Content or Account Information (or elements thereof), in Rotate 123's possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that your User Content violates the Terms or rights of third parties; (iv) respond to your requests for customer services; or (v) protect the rights, property or personal safety of Rotate 123, its Users or third parties, including the public at large, as Rotate 123 in its sole discretion believes to be necessary or appropriate.

7. Use of User Content

Rotate 123 does not claim ownership of User Content created by you. However, you grant Rotate 123 a worldwide, royalty-free, nonexclusive, transferable, perpetual, irrevocable, and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display your User Content (in whole or in part) and to incorporate User Content into other Materials or works in any format or medium now known or later developed.

8. Feedback

You have no obligation to provide Rotate 123 with ideas or suggestions regarding the Site or the Services ("Feedback"). However, if you submit Feedback to Rotate 123, while you retain ownership in such Feedback, you hereby grant Rotate 123 a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, unlimited license under all of your Intellectual Property Rights to use and otherwise exploit your Feedback for any purpose throughout the world. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain the confidential or proprietary information of you or of third parties; (ii) Rotate 123 is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Rotate 123 may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from Rotate 123 for the Feedback under any circumstances.

9. Right to Derive Revenue/Advertisements

You agree that Rotate 123 may derive revenue and/or other remuneration from User Content that you Make Available via the Services without payment to you. For example, Rotate 123 may display Rotate 123 and/or third party paid advertisements and/or other information adjacent to or included with the Services and adjacent to or in connection with your User Content, and you agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of advertising or other revenue generating models pursued by Rotate 123 on or in conjunction with the Services and/or User Content are subject to change without specific notice to you.

10. Modifications to Services and Materials

Rotate 123 may at any time and from time to time modify or discontinue, temporarily or permanently, the Site, Services or Materials, or any portion thereof, with or without notice. You agree that Rotate 123 shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site, Services or Materials.

11. Termination

a. The Terms will continue to apply until terminated either by you or Rotate 123 as set forth below.

b. If you want to terminate your relationship with Rotate 123, you may do so by (i) notifying Rotate 123 at any time and (ii) closing your accounts for all of the Services or Materials that you use, where Rotate 123 has made this option available to you. Your notice should be sent, in writing, to Rotate 123's address set forth below.

c. Rotate 123 may at any time terminate your access to the Site or Services (or portion thereof) if:

i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);

ii. Rotate 123 is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);

iii. The provision of the Services to you by Rotate 123 is, in Rotate 123's opinion, no longer commercially viable;

iv. Rotate 123 has elected to discontinue the Services or Materials (or any part thereof); or

v. There has been an extended period of inactivity in your account.

d. Rotate 123 may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of your User Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.

e. You agree that all terminations for cause shall be made in Rotate 123's sole discretion and that Rotate 123 shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including User Content.

f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of Rotate 123's disclaimers or limitations of damages or liabilities hereunder and any other sections that by their nature should survive will survive any termination or expiration of the Terms.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY ROTATE 123 "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ROTATE 123 MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROTATE 123 OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

b. ROTATE 123 SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. ROTATE 123 ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES. ROTATE 123 SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY OR DEATH THAT IS ALLEGED TO HAVE RESULTED FROM RELIANCE ON YOUR USE OF MATERIALS OBTAINED FROM THE SITE OR SERVICES OFFERED ON THE SITE.

c. ROTATE 123 DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. ROTATE 123 MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

d. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED ROTATE 123 SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF ROTATE 123. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROTATE 123 WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. ROTATE 123 ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.

e. ROTATE 123 WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. International Users

a. The Site and Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Rotate 123 intends to announce such Services or Materials in your country.

b. The Site and Services are controlled, operated and administered by Rotate 123 from its offices in the United States of America. Rotate 123 makes no representation that the Services or Materials are appropriate or available for use at other locations outside the United States, and access to the Site or Services from jurisdictions where the Services or Materials are illegal is prohibited. Rotate 123 reserves the right to block access to the Site, Services or Materials by certain international users. If you access the Site or Services from a location outside the United States, you are responsible for compliance with all local Laws.

14. Limitation of Liability

a. IN NO EVENT SHALL ROTATE 123, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT ROTATE 123 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS.

b. ROTATE 123'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, SERVICES OR MATERIALS SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICES, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF ROTATE 123 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

c. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

15. Export Control Laws

You acknowledge and agree that products, services or technology provided by Rotate 123 are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer Rotate 123 products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16. Indemnity and Liability

You agree to indemnify and hold Rotate 123 and its subsidiaries, directors, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your User Content, your use of the Site, Services or Materials, your connection to the Site, Services or Materials, the actions of any member of your group, your access to or use of Linked Sites and your connections therewith, any claim that your User Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Site, Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.

17. Resolution of Disputes

a. All matters relating to your access to, or use of, the Site, Services or Materials shall be governed by the Laws of the State of California, United States of America, without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Rotate 123 must be resolved by a court located in Santa Clara County, California, United States of America except as otherwise agreed by the parties, or as set forth in section (b) below. You agree to submit to the personal jurisdiction of the courts located in Santa Clara County, California, United States of America, for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

b. For any claim (excluding claims for injunctive or other equitable relief) for less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, it shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. All claims you bring against Rotate 123 must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Rotate 123 may recover attorneys' fees and costs up to U.S. $1,000, provided that Rotate 123 has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.

d. Notwithstanding the foregoing, in the event of your or others' unauthorized access to or use of the Site, Services or Materials in violation of the Terms you agree that Rotate 123 shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

18. General

a. Any notice provided to Rotate 123 pursuant to the Terms should be sent to 238 Stanford Avenue, Menlo Park, CA 94025.

b. Rotate 123 may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.

c. The Terms constitute the entire agreement between Rotate 123 and you with respect to your access to or use of the Site, Services and Materials and supersede any prior agreements between you and Rotate 123 on such subject matter.

d. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Rotate 123's written consent. Rotate 123's rights under the Terms are freely transferable by Rotate 123.

e. If, for any reason, a court of competent jurisdiction finds any provision of the Terms to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

f. Any failure by Rotate 123 to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
 

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