ROTATE LIVE CAPACITY DASHBOARD TERMS OF USE

IMPORTANT – READ CAREFULLY BEFORE USING THE ROTATE LIVE CAPACITY DASHBOARD PROVIDED UNDER THESE TERMS OF USE: These Terms of Use constitute a binding legal agreement for the software product in which these Terms of Use are contained, which includes computer software and may include online or electronic documentation (collectively the “Product”), between you (the “User”) and Rotate Group B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Rotate”). This agreement is hereinafter referred to as the “Agreement”. Further information regarding Rotate can be found at www.letsrotate.com.
BY USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF USE, WE ARE UNWILLING TO LICENSE THE PRODUCT TO YOU AND YOU MUST DISCONTINUE USE OF THE PRODUCT NOW.

1. Subscription to the Product. User may access and use the Product in accordance with these Terms of Use. Rotate may add to, change or discontinue any component of the Product at any time. User is responsible for all actions taken under its Rotate account credentials. User will safeguard all account credentials in its possession or under its control. Rotate is not liable for any loss or damage arising from any unauthorized use of User’s account.

2. License. Rotate grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Product on the terms set forth in these Terms of Use (the “License”). User agrees that all rights, title and interest in and to all the intellectual property rights in the Product, and all modifications, extensions, scripts and other derivative works of the Product provided or developed by Rotate are owned exclusively by Rotate or its licensors. All rights not granted to User in these Terms of Use are reserved by Rotate.

3. License Restrictions. User shall not (and shall not allow any third party to): (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Product, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Product; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Product; (iv) remove any product identification, copyright or other notices from the Product; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Product in whole or in part, to any third party; (vi) use, resell, sublicense, distribute or transfer or allow others to use the Product to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Product, unless agreed to in writing by Rotate; (viii) use the output or other information generated by the Product for any purpose other than as contemplated by the Agreement; (ix) use the Product for any use other than User’s internal business use; (x) use unauthorized modified versions of the Product, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; or (xi) use the Product in any way that is contrary to applicable laws. Rotate retains all title to and, except as expressly licensed herein, all rights to the Product, all copies, derivatives and improvements thereof, and all related materials.

4. Duration. The Agreement is entered into for an indefinite period of time, beginning on the effective date of the Agreement.

5. User’s Representations. User represents and warrants that currently and throughout the term of the Agreement (i) User is fully authorized to enter into the Agreement and that User is fully authorized to utilize the Product, and (ii) User is and will remain in compliance with all Rotate policies, applicable laws and regulations with respect to its use of the Product and activities related to the Agreement, including but not limited to fiscal and privacy laws.

6. User Data.
a. “User Data” means any data that User inputs into the Product for processing in connection with the Agreement, including any personally identifiable information forming part of such data.
b. User may select the User Data it inputs into the Product at its sole discretion; Rotate has no control over the nature, scope, origin, and/or the means by which User acquires User Data processed through the Product. User is solely responsible for ensuring that it complies with any legal, regulatory or similar restrictions applicable to the types of data User elects to process through the Product.
c. User understands and agrees that Rotate is not responsible for any loss or corruption of User Data.

7. Feedback. User agrees that any materials that it provides to Rotate, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, modifications, improvements, original or creative materials or other information regarding Rotate or the Product, whether such materials are provided in email, feedback forms, or any other format (the “Feedback”), shall belong exclusively to Rotate, without any requirement to acknowledge or compensate User. User agrees to assign, and hereby assigns, all rights, title, and interest worldwide in and to the Feedback and the related intellectual property rights to Rotate and agrees to assist Rotate, at Rotate’s expense, in perfecting and enforcing such rights. Rotate may disclose or use Feedback for any purposes whatsoever without any obligation to User.

8. Termination.
a. Either party may terminate the Agreement forthwith without giving notice to the other party.
b. Upon termination of the Agreement, User shall discontinue its use of the Product. User agrees that Rotate shall not be liable to User nor to any third party for any termination of User’s access to the Product in accordance with the Agreement. Sections discussing License restrictions, User’s representations, indemnification, and limitation of liability shall survive termination of the Agreement, along with any other provisions that are intended by their terms to survive termination of the Agreement.

9. Indemnification. User shall indemnify, defend and hold harmless Rotate and its officers, employees, and agents from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable attorneys’ fees (collectively “Costs”), to the extent that such Costs are attributable to any breach by User of any representations, warranties or other obligations set forth in the Agreement.

10. Limitation of Liability. In no event shall Rotate be liable for any loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (including, without limitation, damages for loss of income, loss of business profits or contracts, loss of production, business interruption, loss of the use of money or anticipated savings, loss of business information, loss of opportunity, loss of revenues, interest, capital, financing, goodwill or reputation, opportunity or productivity, loss of, damage to or corruption of data or any other pecuniary loss) arising out of the use of or inability to use the Product, even if Rotate has been advised of the possibility of such loss or damage.
These Terms of Use set out the full extent of Rotate’s obligations and liabilities in respect of the supply of the Product. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Rotate except as specifically stated in these Terms of Use. Any condition, warranty, representation or other term concerning the supply of the Product which might otherwise be implied into, or incorporated in, these Terms of Use, is hereby excluded to the fullest extent permitted by law.

11. Disclaimer of Warranties. The Product is provided to User ‘as is’. Rotate does not warrant to User that the Product will perform in accordance with the functions described in the accompanying documentation (if any). User acknowledges that the Product has not been developed to meet User’s individual requirements and that it is therefore User’s responsibility to ensure that the facilities and functions of the Product as described in the accompanying documentation (if any) meet User’s requirements. User acknowledges that the Product may not be free of bugs or errors and that the use of the Product may not be uninterrupted. User agrees that the existence of any errors shall not constitute a breach of the Agreement. Rotate and its suppliers disclaim all warranties and conditions with regard to or arising out of the Product, either express or implied, including, but not limited to, implied warranties of merchantability, interoperability, fitness for a particular purpose, non-infringement and/or accuracy of information.

12. Assignment and Subcontractors. User may not assign any of its rights or obligations under the Agreement without Rotate’s prior written consent. Rotate may, without User’s prior consent, assign its rights and obligations under the Agreement. Subject to the foregoing, the provisions of the Agreement shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and permitted assigns. Rotate shall be free to perform all or any part of the Agreement through one or more subcontractors.

13. Governing Law and Dispute Resolution.
a. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
b. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (i) the Agreement; (ii) the Product or any other services provided by Rotate; (iii) oral or written statements, or advertisements or promotions relating to the Agreement or to the Product or any other services provided by Rotate; or (iv) the relationships that result from the Agreement, will be determined by the courts of Amsterdam, the Netherlands.
c. Notwithstanding the foregoing provisions, each party retains 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 intellectual property rights.

14. Miscellaneous.
a. If one or more of the provisions of the Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of the Agreement shall be unaffected.
b. Rotate may provide any and all notices, statements and other communications to User through either email, posting on its website, an in-product message, or by mail or express delivery service.
c. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under the Agreement by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party.
d. These Terms of Use constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto.
e. Rotate reserves the right, at any time, to amend the Agreement, including making changes to the scope of the Product.