The Rodeo ROI LLC Platform Terms of Use (this “Agreement”) is a legal agreement between you, acting on behalf of your organization (”Subscriber”), and Rodeo ROI LLC, a Wyoming Limited Liability Company (“We,” “Our,” or “Rodeo ROI LLC”).

BY EXECUTING A SALES ORDER FORM (“SOF“), By confirming your subscription in the payment form Rodeo ROI LLC ACCOUNT SIGN UP OR BY USING THE PLATFORM (DEFINED BELOW), YOU ARE AGREEING ON BEHALF OF SUBSCRIBER THAT YOU HAVE READ, AND AGREE TO COMPLY WITH AND BE BOUND BY, THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, RODEO ROI LLC’S PAYMENT AND REFUND POLICIES, AND THE COLLECTION AND USE OF INFORMATION AS SET FORTH IN OUR PRIVACY POLICY, WHICH CAN BE FOUND AT WWW.RODEOROI.COM/PRIVACY-POLICY.COM , WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT.  IF YOU ARE NOT AUTHORIZED TO SO AGREE, OR IF SUBSCRIBER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND RODEO ROI LLC PAYMENT AND REFUND POLICIES OR PRIVACY POLICY AND TO FOLLOW ALL APPLICABLE LAWS AND REGULATIONS, DO NOT ACCESS OR USE THE PLATFORM.

Certain services may be subject to additional terms and conditions specified by us from time to time, and Subscriber’s use of such services is subject to those additional terms and conditions, which are hereby incorporated into this Agreement by reference.

1. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, as used in this Agreement, the following capitalized terms have the meanings given to them in this Section 1.

1.1         “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2         “Content” means any text, images, sounds, video, graphics, audience, names, logos, marks or symbols transmitted in connection with the Services.

1.3         “Data” means all data generated, created, exchanged or otherwise provided in connection with Subscriber’s use of the Services, which may include, without limitation, personal information relating to an identifiable natural person, either alone or in combination with other information, and analytics information. Data includes Subscriber Data and Rodeo Data.

1.4         “Improvements” means any improvement, refinement, enhancement, or other modification of, or any addition to, the Platform.

1.5         “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.6        “Mobile Application” means one or more software applications provided by Rodeo ROI LLC to run on Subscriber’s mobile device.

1.7         “Rodeo Data” means all Data generated, created or provided by Rodeo ROI LLC in connection with Subscriber’s use of the Services, including Data generated, created or provided by its agents, vendors, service providers or other third parties engaged by Rodeo ROI LLC, which is not Subscriber Data.

1.8         “Platform” or “Rodeo ROI LLC Platform” means the tools and features (including the Services) developed, operated and maintained by Rodeo ROI LLC as to which Subscriber is obtaining access to hereunder via https://www.RodeoROI.com and other Rodeo ROI LLC owned or controlled websites, and/or mobile services, including, without limitation, our mobile applications and any related software provided on or in connection with the foregoing.

1.9        “Services” means the services provided directly by Rodeo ROI LLC to Subscriber based upon the Subscriber’s subscriptions hereunder, pursuant to this Agreement and any applicable Service-Specific Terms. Services may include, without limitation: (a) Rodeo ROI LLC’s managing elements of the Platform on Subscriber’s behalf and/or generating content to be processed via the Platform, (b) the provision of the AI Assisted Chat offering, and/or (c) such other services made available to, and subscribed for by, Subscriber through the Platform.

1.10         “Service-Specific Terms” means the supplemental terms of this Agreement that are specific to any particular Service for which Subscriber has subscribed. By way of example and without limitation, the Service-Specific Terms for AI Assisted Chat identified below are part of this Agreement for Subscriber only if Subscriber has subscribed to AI Assisted Chat.

1.11        “Subscriber Content” means Content provided by Subscriber under this Agreement, including pursuant to any Service-Specific Terms.

1.12        “Subscriber Data” means all Data provided by Subscriber to Rodeo ROI LLC, including Subscriber’s own contact information.

1.13        “Subscriber Marks” means all proprietary marks (including, without limitation any trademarks, service marks, trade dress, or other marks or logos) of Subscriber or its Affiliates heretofore or hereinafter registered or used.

1.14         “Third-Party Applications” means technology, Web-based applications and offline software products that are provided by third parties, interoperate with the Platform and/or the Services, and are not owned or created by Rodeo ROI LLC.

1.15       “Users” means individuals who are authorized by Subscriber to use the Platform on Subscriber’s behalf, and who have been assigned a unique username-password combination to access and use the Subscription Services, or who have otherwise been provided with access to Subscriber’s Account (defined below). Users may include but are not limited to Subscriber’s employees, consultants, contractors, and agents, or other third parties.

2. Use of the Rodeo ROI LLC Platform Generally.

2.1         Our Responsibilities. Subject to the terms and conditions of this Agreement, including without limitation Subscriber’s payment of the Fees due hereunder, Rodeo ROI LLC shall use commercially reasonable efforts to make the Platform and those Services for which Subscriber has subscribed available to Subscriber and its Users.  Depending upon the Services for which Subscriber has subscribed, different tools and features will be available.

2.2         Subscriber’s Responsibilities. Subscriber shall (a) be responsible for its and its Users’ compliance with this Agreement, (b) be responsible for preventing unauthorized access to or use of the Platform, and notify Rodeo ROI LLC promptly of any such unauthorized access or use, (c) be responsible for reviewing and ensuring the accuracy of any Content that is to be transmitted using the Platform, (d) be responsible for ensuring that sending of emails and other communications to persons or entities that are included in the Subscriber Content complies with all governing international, federal and state laws and government regulations related to, among other matters, notice and consent to receive email, text and other digital marketing communications, privacy policies and any applicable professional rules of conduct, and (e) use the Platform only in accordance with this Agreement (including any Service-Specific Terms), our rules, and all applicable privacy policies, laws and government regulations, (f) be responsible for obtaining consent and authority from its customers to synchronize and otherwise share customer data between Third-Party Applications, as desired or required by Subscriber to augment the Services provided through the Platform, (g) maintain and enforce policies, procedures and best practices for the reasonable security of its Subscriber Content and Subscriber Data, including but not limited to practices intended to provide for the secure transmission of Subscriber Content and Subscriber Data into the Platform.

Subscriber shall provide Rodeo ROI LLC with all information, assistance and materials as reasonably required to activate and operate the Platform for Subscriber pursuant to this Agreement, including uploading Subscriber’s logo, sharing customer contact information, etc. Rodeo ROI LLC recommends setting up Subscriber’s account (“Subscriber Account”) in the same week as Subscriber’s first subscription payment.

2.3         Restrictions.  Subscriber shall not (a) use the Platform as a service bureau or otherwise make the Platform available to anyone other than Users, (b) unless otherwise agreed, sell, resell, rent or lease the Platform or access thereto to any third party, (c) use the Platform to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or operation of the Platform or third-party data contained therein, or (e) attempt to gain unauthorized access to the Platform or its related systems or networks. Furthermore, Subscriber shall not provide any Subscriber Data or Subscriber Content or otherwise use the Platform or the Services in a manner that: (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights, (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Rodeo ROI LLC in violation of any applicable laws or regulations, or (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable. Users may be required to acknowledge and agree to the pertinent provisions of this Agreement as a condition to access. Further, Subscriber may not access the Rodeo ROI LLC Platform if it is or is under the control of a direct competitor of Rodeo ROI LLC or for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, except with Rodeo ROI LLC’s prior written consent.

2.4         Responsibility for Subscriber Data and Subscriber Content. Subscriber represents and agrees that Subscriber has obtained the Subscriber Data lawfully, in accordance with all applicable agreements, privacy policies and privacy laws, regulations and obligations, including requirements by law or best practices to obtain authorization and consent from its customers to share their data with Rodeo ROI LLC and Third-Party Applications that are used to augment the Services provided through the Platform. Subscriber agrees that all email address data provided to Rodeo ROI LLC for bulk email marketing has been obtained with verifiable permission to be sent such content. Rodeo ROI LLC does not accept data collected from third party sources for bulk email marketing. This includes, but is not limited to, purchased/rented list data, publicly available data, industry contact lists, partner lists, or listserv addresses. Subscriber shall be solely responsible for the accuracy, quality, integrity, and legality of Subscriber Content and Subscriber Data and of the means by which Subscriber acquired its Subscriber Content and Subscriber Data. Subscriber shall not submit or cause to be submitted any Subscriber Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, financial or health information, personal information relating to a resident of the European Economic Area or personal information relating to an individual under sixteen (16) years of age, or any other information which may be subject to additional protections by law or regulations including, but not limited to, the Gramm-Leach-Bliley Act (GLBA) or the Health Insurance Portability and Accountability Act (HIPAA), the Children’s Online Privacy Protection Act (COPPA), or the General Data Protection Regulation (GDPR), or other personal information which could give rise to notification obligations under data breach notification laws, without Rodeo ROI LLC’s prior written approval.

 

2.5         Permissible Use of Data. Subscriber shall collect, process, disclose, maintain and otherwise use Rodeo Data obtained through its use of the Services in accordance with the terms of the Rodeo ROI LLC privacy policy, or Subscriber’s own privacy policy so long as Subscriber does not use Data in a materially different way than described in the Rodeo ROI LLC policy without providing notice to and obtaining consent from the data subject.

2.6         Compliance with Email Laws. Subscriber warrants and agrees that its use of the Services shall comply with all applicable laws relating to the sending of commercial email messages, including but not limited to, the CAN-SPAM Act of 2003 and its implementing regulations, as well its applicable privacy policies, agreements and statements, and with any instructions provided by an email recipient to Subscriber in the form of an unsubscribe, opt-out, withdrawal of consent, or other directive. All commercial email messages sent through the Platform shall contain an unsubscribe link to permit email recipients to opt-out of receiving commercial email through the Rodeo ROI LLC Service, whether sent by Rodeo ROI LLC on behalf of itself or its Subscribers. Commercial emails sent through the Platform to a recipient who previously unsubscribed is prohibited and Rodeo ROI LLC shall not knowingly send, or permit any Subscriber to send, email messages through the Platform in contravention of the recipient’s unsubscribe instruction. Further, Subscriber shall notify Rodeo ROI LLC promptly, and within no more than 10 days, of any individual who unsubscribes or withdraws consent to receive email communications from Subscriber or agents acting on Subscriber’s behalf.

2.7         Communications. To the extent the Services provide a functionality to enable Subscriber to make calls or send SMS/text messages to individuals through the Platform or Services, Subscriber shall at all times comply with the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the “Calling Laws”). Subscriber is responsible for all activity occurring under Subscriber’s Account, including any unauthorized use of Subscriber’s Account by any User or other third party. Subscriber agrees that, as between the parties, Subscriber is the initiator and sender of any call, SMS/text message, or other communication transmitted through the Services. Rodeo ROI LLC is not responsible for reviewing the contents of any communication transmitted through the Services, nor is it responsible for ensuring any necessary consents, authorizations or permissions from message recipients. Subscriber agrees to familiarize itself with and abide by all applicable local, state, national and international laws and regulations that place restrictions on certain types of phone calls and/or SMS/text messages and is solely responsible for calls or texts sent through the Platform and Services. Subscriber warrants and agrees that it shall not use the Service to engage in unsolicited advertising, telemarketing, or any other activities in violation of the Calling Laws. In addition, unless Subscriber has opted out of receiving text messages from Rodeo ROI LLC, Rodeo ROI LLC may from time to time send Subscriber push notification, as applicable, or SMS (or text) message to the mobile phone number Subscriber designates for such purpose about the Platform, as well as advertisements or offers for goods and services from Rodeo ROI LLC or it third-party partners.  Message and data rates for such messages may apply. Subscriber’s consent to receipt of such messages is not, and will not be, a condition to any purchase. If at any time Subscriber desires to withdraw its consent to receive such messages, Subscriber must contact Rodeo ROI LLC at: [email protected].

2.8         Limitations. Scheduled system maintenance shall take place during a normal maintenance window, as reasonably determined by Rodeo ROI LLC. During such time, the Platform or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. Rodeo ROI LLC will use commercially reasonable efforts to promptly remedy any system failure and restore access to the Platform.

3. Support and Technical Matters.

3.1         Maintenance and Technical Support. During the Term, Rodeo ROI LLC shall provide reasonable maintenance and technical support services relating to the Platform.

3.2         Hosting.  Rodeo ROI LLC shall host and serve the Platform. Rodeo ROI LLC may retain one or more third-party service providers to supply the necessary facilities, equipment, and connectivity to provide the hosting services.  Rodeo ROI LLC retains sole right and control over the programming, content, and conduct on the Rodeo ROI LLC Platform.  Rodeo ROI LLC shall solely be responsible for the maintenance, functionality and improvement of the Rodeo ROI LLC Platform.

4. Fees; Payment.

4.1          Fees. In exchange for the provision of the Platform and the Services for which Subscriber has subscribed, Subscriber agrees to pay Rodeo ROI LLC all fees listed on the confirmation email (the “Subscription Confirmation Email”) sent to Subscriber or otherwise agreed to by Subscriber during the subscription process (“Fees”).  Subscriber agrees that (a) Fees are due and payable in United States dollars, and (b) except as set forth in Section 15.3, payment obligations are non-cancelable and Fees paid are non-refundable. The Fees include, without limitation, a one-time onboarding set up fee for Rodeo ROI LLC’s initial call with Subscriber, which will be charged to Subscriber as described in the confirmation email.  If Subscriber “no shows” for the call or cancels without prior notice, Subscriber forfeits the right to receive this call and will nonetheless be required to pay the full amount of the Fee for such call within thirty (30) days.

4.2        Invoicing and Payment. Subscriber will provide Rodeo ROI LLC with valid and updated credit card information, or with an alternative payment method acceptable to Rodeo ROI LLC. If Subscriber provides credit card information to Rodeo ROI LLC, Subscriber authorizes Rodeo ROI LLC to charge such credit for all Fees due hereunder. If Subscriber subscribes through the Mobile Application, Subscriber agrees to pay all Fees due hereunder to the applicable application marketplace provider (i.e. Apple, Inc. or Google, Inc.) “Marketplace Providers” in accordance with the applicable end user terms of such Marketplace Provider (“Marketplace User Terms”).  Subscriber is responsible for maintaining complete and accurate billing and contact information in its Account and, if applicable, maintaining complete and accurate billing and contact information with the applicable Marketplace Provider.

4.3        Suspension or Cancelation of Access to the Platform. If any amount owing by Subscriber under this or any other agreement for Services is twenty-one (21) or more days past due, Rodeo ROI LLC may, without limiting its other rights and remedies, suspend or cancel Subscriber’s access to the Platform and applicable Services (including without limitation Subscriber’s access to all Data) until such amounts are paid in full.

4.4        Taxes. Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is solely responsible for paying all Taxes associated with this Agreement. If Rodeo ROI LLC has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Rodeo ROI LLC with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. License Grant.

5.1        Subscriber License Grant. Subscriber hereby grants to Rodeo ROI LLC and its third-party providers, under all of its applicable intellectual property rights, a world-wide, non-exclusive, royalty-free, transferable, sublicensable (through multiple tiers of sublicenses) right and license to use, reproduce, distribute, modify, perform and display the Subscriber Data, Subscriber Content and Subscriber Marks, both during and after the term of this Agreement: (a) in conjunction with the provision of the Platform and the Services to Subscriber and its Users under this Agreement, and (b) to analyze, monitor, improve, and develop Rodeo ROI LLC’s products and services, provided that Rodeo ROI LLC shall not disclose Subscriber Data or Subscriber Content to third parties other than as needed to perform the Services or as otherwise provided in this Agreement unless such data or content has been de-identified and/or aggregated such that it does not reasonably identify any natural person nor identify Subscriber as the source of such content or data.

5.2        Rodeo ROI LLC License Grant.  Rodeo ROI LLC hereby grants to Subscriber a perpetual, irrevocable, non-exclusive, royalty-free, transferable right and license to use Rodeo Data generated in connection with Subscriber’s use of the Services, both during and after the term of this Agreement, for its business purposes generally, provided that Subscriber shall: (a) not sell, resell, rent, lease or distribute Rodeo Data that is not public data to any third party, (b) handle all Rodeo Data in accordance with the terms of the Rodeo ROI LLC Privacy Policy and all applicable laws. To the extent Rodeo Data contains personal information provided by Rodeo ROI LLC subcontractors or other contracted third parties which is provided to Subscriber and intended to enhance, supplement, or append information contained in Subscriber Data, Subscriber agrees and warrants that it shall not use such Rodeo Data as a factor in determining an individual’s eligibility for employment, insurance, credit or in any other manner in violation of federal or state laws, and Subscriber acknowledges that such Rodeo Data may be subject to additional license restrictions imposed by the third-party source(s) of such data.

6. Intellectual Property Ownership.

6.1      Ownership. All right, title, and interest in the Platform, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, all copyrights, patents, trade secrets, trade dress, and other proprietary rights, and any derivative works thereof (including Improvements), shall belong solely and exclusively to Rodeo ROI LLC or its licensors, and Subscriber shall have no rights whatsoever in any of the foregoing except as expressly set forth herein. Subscriber acknowledges that the Platform is comprised of valuable trade secrets and is the confidential information of Rodeo ROI LLC and/or its licensors. Nothing in this Agreement or otherwise will be deemed to grant to Subscriber or its Users an ownership interest in the Platform, in whole or in part.

6.2        Ownership and Use of Subscriber Data and Subscriber Content. Subject to Section 8 (Privacy), as between Rodeo ROI LLC and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to all of its Subscriber Data, Subscriber Content and Subscriber Marks. Rodeo ROI LLC will not use such Subscriber Data, Subscriber Content and Subscriber Marks for any purpose other than to provide the Platform to Subscriber and as set forth in this Agreement, or as otherwise stated in the Rodeo ROI LLC Privacy Policy.

6.3        Ownership and Use of Rodeo Data. Subject to Section 8 (Privacy) , as between Rodeo ROI LLC and Subscriber, Rodeo ROI LLC owns all rights, title and interest in and to all of its Rodeo Data, and may use such Rodeo Data for any lawful purpose, provided that Rodeo ROI LLC will not disclose Rodeo Data to third parties for any purpose other than to provide the Platform and Services to Subscriber or as otherwise stated in this Agreement or in the Rodeo ROI LLC Privacy Policy, unless such Rodeo Data has been de-identified or anonymized such that it does not reasonably identify (a) any natural person, or (b) Subscriber.

6.4        Suggestions. Rodeo ROI LLC shall have and Subscriber hereby grants a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Platform and any derivatives thereof any suggestions, enhancement requests, recommendations, or other feedback provided by Subscribers (including Users), relating to the Platform.

7. Trademarks. The Rodeo ROI LLC and Ai Assisted Chat names and logos, and other related names, design marks, product names, feature names, and related logos are trademarks of Rodeo ROI LLC and may not be used, copied, or imitated, in whole or in part, without the express prior written permission of Rodeo ROI LLC. In addition, except as otherwise set forth herein, the look and feel of the Platform (including all page headers, custom graphics, button icons, and scripts) constitutes the service marks, trademarks, and trade dress of Rodeo ROI LLC and may not be copied, imitated or used, in whole or in part, without the express prior written permission of Rodeo ROI LLC.
8. Privacy. Rodeo ROI LLC shall process personal information collected, received, processed and used by Rodeo ROI LLC through the provision of the Services in accordance with the provisions of this Agreement and the Rodeo ROI LLC Privacy Policy, a link to which is located at the Site(s) and made available within elements of the Platform, provided that the terms of this Agreement shall control in the event of conflict. Subscriber (a) must itself comply at all times with the Privacy Policy and applicable law with respect to any Data it collects or has access to through the Platform, (b) must notify its customers that their information will be shared with Rodeo ROI LLC and its third-party service providers (including via the chat feature of Subscriber’s primary website, if applicable), (c) shall obtain the specific form of consent from its customers required under all applicable international, federal and or state laws and regulations and, (d) shall defend, indemnify and hold Rodeo ROI LLC harmless from and against any claim, loss, damage or liability associated with any failure to do any of the foregoing.
9. Third-Party Service Providers. The Platform may include or be enhanced by Third-Party Applications or may be fulfilled or enhanced by third-party providers . Subscriber acknowledges and agrees that, notwithstanding any of the provisions of Section 8 (Privacy) to the contrary, Rodeo ROI LLC may allow third-party providers to access its Data, including Subscriber Data and Subscriber Content.

Third-Party Applications may be necessary or appropriate for Subscriber’s use of the Platform or the Services.  When Subscriber registers or creates an account with a Third-Party Application that integrates with the Platform or the Services, Subscriber may be required to provide access to Subscriber Data or Subscriber Content.  Subscriber’s right to use such Third-Party Applications is governed entirely by the third-party provider’s Terms and Conditions and Privacy Policy, and not by this Agreement.  Subscriber agrees that it uses the Third Party Applications at Subscriber’s sole initiative and that Rodeo ROI LLC will not have any liability to Subscriber for any Third-Party Applications.

10. Warranties and Disclaimers.

10.1        Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.

10.2        Subscriber Warranties. Subscriber represents and warrants that its use of the Platform and the Services complies, and at all times will comply, with its representations and obligations set forth in Section 2. Subscriber further represents and warrants that it has received all necessary licenses, permits, certifications and approvals (including for attorneys any necessary state bar licenses and specialty certifications) required by any governmental or certification authority to operate its business and to advertise, offer or provide its products and services (collectively, “Regulatory Approvals”), that it is in good standing and in compliance with any professional licensing organization that governs its business, and that it is not subject to any disciplinary or other proceedings that might invalidate its Regulatory Approvals or licensing status.

10.3        Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND NEITHER Rodeo ROI LLC NOR ANY THIRD-PARTY PROVIDER MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH OF Rodeo ROI LLC AND ANY THIRD-PARTY PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR OF NON-INFRINGEMENT, AND ANY WARRANTY THAT IT CAN HANDLE UNEXPECTED CHAT VOLUMES (AS APPLICABLE), IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, NEITHER Rodeo ROI LLC NOR ANY THIRD-PARTY PROVIDER PROVIDES LEGAL OR REGULATORY ADVICE IN CONNECTION WITH THE SERVICES OR THE PLATFORM.

11. Mutual Indemnification.

11.1        Indemnification by Rodeo ROI LLC. Rodeo ROI LLC shall defend, hold harmless and indemnify Subscriber against any claim, demand, suit, cost (including attorney’s fees), penalties, investigation or proceeding (collectively, a “Claim”) made or brought against Subscriber by a third party alleging that the use of the Platform as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Subscriber for any damages finally awarded against Subscriber in connection with any such Claim; provided, that Subscriber (a) promptly gives Rodeo ROI LLC written notice of the Claim, (b) gives Rodeo ROI LLC sole control of the defense and settlement of the Claim, and (c) provides Rodeo ROI LLC all reasonable assistance, at Subscriber’s expense.

11.2        Indemnification by Subscriber. Subscriber shall defend, hold harmless and indemnify Rodeo ROI LLC and its subsidiaries, agents, licensors, managers and other affiliated companies and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, expenses (including but not limited to attorney’s fees) arising from: (a) Subscriber’s use of and access to the Platform and the Services, including any Data or Content provided, transmitted or received by Subscriber, (b) Subscriber’s violation of any term of this Agreement, including without limitation Subscriber’s breach of any of the representations or warranties hereunder or Subscriber’s Responsibilities set forth in Section 2 or any of the Service-Specific Terms, (c) Subscriber’s violation of any third-party right, including without limitation, rights provided in international, federal and state laws governing consumer data privacy or intellectual property rights, (d) Subscriber’s violation of any applicable law, rule or regulation, including but not limited to violations of CAN-SPAM or the Calling Laws, (e) Subscriber Content or any content that is submitted via Subscriber’s Account including without limitation misleading, false, or inaccurate information, (f) Subscriber’s products and services or claims or advertising related to Subscriber’s products and services, including any material on Subscriber’s website, (g) Subscriber failure to obtain Regulatory Approvals for its business, products or services, (h) Subscriber’s willful misconduct, or (i) any other party’s access and use of the Service with Subscriber’s unique username, password or other appropriate security code.

11.3        Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

12. Limitation of Liability. IN NO EVENT SHALL Rodeo ROI LLC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $10,000 OR THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
13. Exclusion of Consequential and Related Damages.IN NO EVENT SHALL Rodeo ROI LLC OR ANY THIRD-PARTY PROVIDER HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. Confidentiality.

14.1        Definition of Confidential Information. As used herein, Confidential Information means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber’s Confidential Information shall include its Subscriber Data; Rodeo ROI LLC’s Confidential Information shall include the Platform and Rodeo Data; and Confidential Information of each party shall include any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Subscriber Data) shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

14.2        Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

14.3        Protection of Subscriber Data. Without limiting the above, Rodeo ROI LLC shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Subscriber Data in Rodeo ROI LLC’s possession and control from unauthorized access, disclosure and use. In the event that an unauthorized party accesses and acquires Subscriber Data (a “Security Incident”), Rodeo ROI LLC shall promptly notify Subscriber. If, due to a Security Incident which is caused by the acts or omissions of Rodeo ROI LLC or its agents, a notification to an individual, organization or government agency is required under applicable privacy laws, Subscriber shall be solely responsible for the timing, content and method of any such legally-required notice and compliance with such laws.

14.4        Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

15. Terms and Cancellation of Subscription.

15.1          Term. This Agreement will commence on the date listed on the Subscription Confirmation Email sent to Subscriber and, continue for as long as Subscriber has an active subscription to a Service (the “Term”).

15.2        Duration and Non-Renewal or Cancellation of Subscription. A subscription to a particular Service shall have such initial subscription periods and renewal periods as indicated at the time of subscription and confirmed in the applicable Subscription Confirmation Email. If Subscriber elects to cancel, or not to renew, a subscription, Subscriber must call Rodeo ROI LLC at 512-537-3378 and speak with a Solutions Specialist, who will confirm the cancellation or non-renewal via email.  Unless otherwise specified in the Subscription Confirmation Email, cancellation of a subscription will be effective within 30 business days of receipt of the email, if Subscriber cancels during the initial term of a subscription, and within 30 days if Subscriber cancels within any subscription renewal term or other month-to-month subscription.  Rodeo ROI LLC reserves the right to suspend Subscriber’s access to the Platform and terminate this Agreement at any time upon notice to Subscriber, and may also extend a Subscription in its discretion.

15.3        Effect of Termination.  In no event shall termination of this Agreement or any subscription relieve Subscriber of the obligation to pay any Fees payable to Rodeo ROI LLC for the period prior to the effective date of termination.  If the effective date of termination of a subscription is prior to the end of the subscription month, Fees for such partial month will be prorated. If Subscriber cancels its subscription prior to the expiration of the initial term of the subscription, Subscriber agrees to pay an early termination fee of 50% of the Fees that otherwise would have been payable during the remainder thereof. If Subscriber prepaid any Fees, Rodeo ROI LLC will, subject to offset for any other amount due, refund to Subscriber such prepaid Fees covering the remainder of the term of the applicable subscription after the effective date of termination; provided that if Subscriber received a prepayment discount, the amount refunded will also be less any applicable discount for the periods prior to the effective date of termination.

16. General Provisions.

16.1          Governing Law; Venue. This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Austin, Texas.

16.2         Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

16.3        Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any United States government list of persons or entities prohibited from receiving exports, and (b) Subscriber shall not permit Users to access or use the Platform in violation of any United States export embargo, prohibition or restriction.

16.4         Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.5         No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

16.6         Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

16.7         Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

16.8         Attorney Fees. Subscriber shall pay on demand all of Rodeo ROI LLC’s reasonable attorney fees and other costs incurred by Rodeo ROI LLC to collect any Fees or charges due Rodeo ROI LLC under this Agreement.

16.9         Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16.10         Entire Agreement. This Agreement, including all Subscription Specific Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or attachment hereto, the terms of this Agreement shall prevail.

16.11         Survival. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment obligations invoiced prior to the termination or expiration hereof, will remain in effect after termination or expiration hereof.

16.12         Amendment. This Agreement will not be changed, modified, or amended except by a writing executed by both parties or if Subscriber electronically accepts a subsequent agreement or amendment delivered by Rodeo ROI LLC via the Platform.

16.13         Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions

17. Service-Specific Terms.

17.1         Promotional Offerings.  These Service-Specific Terms apply to any use of the Services by any Subscriber on a promotional basis.

17.1.1         Promotional Catalog. When Subscriber uses the Platform on a promotional basis, Rodeo ROI LLC may provide Subscriber with a promotional products catalog. Rodeo ROI LLC reserves all rights therein, and Subscriber acknowledges and agrees that Rodeo ROI LLC shall not be responsible for the accuracy of any information posted therein. Rodeo ROI LLC cannot guarantee specific pricing, product descriptions, or availability, as these factors are controlled in part by suppliers and other parties. Rodeo ROI LLC shall, in its sole discretion, determine the method, details, and means of developing, altering, or enhancing any such promotional catalog.

17.1.2         Termination and Liability. Rodeo ROI LLC reserves the right to terminate any promotional offering by providing written notice to Subscriber.  The protections afforded by Section 11.1 shall not apply to any promotional subscription.

17.2         Rodeo ROI LLC Core. If and for so long as Subscriber has an active subscription to Rodeo ROI LLC’s Core Service, the following terms shall form part of the Agreement:

17.2.1         Additional Subscriber Responsibilities. In the event that any individual requests information about how Rodeo ROI LLC acquired his or her information (an “Inquiring Party”), Rodeo ROI LLC may be required by law to make such disclosure and Subscriber acknowledges and agrees that Rodeo ROI LLC shall be entitled to disclose to the Inquiring Party (a) that Rodeo ROI LLC used his or her consumer information in conjunction with and as part of the provision of Services to Subscriber, (b) the source of the Inquiring Party’s information maintained by Rodeo ROI LLC, and (c) if the Inquiring Party’s information was provided to Rodeo ROI LLC in Subscriber Data, the name and contact information of Subscriber so the Inquiring Party may contact Subscriber directly.

17.2.2         Additional Intellectual Property Acknowledgements. All Content and materials included as part of the Rodeo ROI LLC Core service, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of Rodeo ROI LLC and are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All Works are copyrighted as individual works and as a collective work under the United States copyright laws and international treaty provisions, and Rodeo ROI LLC owns a copyright in the selection, coordination, arrangement and enhancement thereof. Subscriber may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as expressly contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works is strictly prohibited. Subscriber understands and acknowledges that unauthorized disclosure, use or copying of the Works may cause Rodeo ROI LLC and its licensors irreparable injury, which may not be remedied at law, and agrees that Rodeo ROI LLC’s and its licensors’ remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief

17.2.3         Links to External Sites. The Site(s) and the Platform may contain links to other web sites. Rodeo ROI LLC is not responsible for the availability of these external sites nor does it endorse the activities or services provided by these websites. Under no circumstances will Rodeo ROI LLC be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods, or services available on such external websites.

17.3  Ai Assisted Chat. If and for so long as Subscriber has an active Ai Assisted Chat subscription, the following terms shall form part of the Agreement:

17.3.1         Acknowledgement. Subscriber must have a valid URL with a fully operational website to prevent potential suspension/deactivation of the live chat service until such time a valid URL and/or fully functional website/s is provided. Ai Assisted Chat code installation on Subscriber’s website must occur within 30 days of receiving, unless otherwise advised in writing to Rodeo ROI LLC of a delay and reasonable installation timeframe for code, which will be at the discretion of Rodeo ROI LLC to suspend, and or deactivate the Ai Assisted Chat Service.

17.3.2         Fee Reporting. Subscriber must dispute the number of leads invoiced within thirty (30) days after the statement date, or such statement shall be deemed to be correct and payable in full in accordance with the Agreement. Subscribed will provide detailed information regarding any dispute, and will cooperate with Rodeo ROI LLC in any investigation of disputed matters.

17.4  Local Reach. If and for so long as Subscriber has an active Local Reach subscription, the following terms shall form part of the Agreement with respect thereto:

17.4.1         Local Reach Agreement. Subscriber agrees that its use of and access to the products and services provided pursuant to the Local Reach subscription (the “Local Reach Products”). Rodeo ROI LLC’s licensor (the “Local Reach Partner”) reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Local Reach Products from time to time.

17.4.2         Acknowledgements. Subscriber acknowledges and agrees that: (a) certain of the Local Reach Products may involve the distribution of Subscriber Content to and/or other interactions with third parties (the “Publishers”) that own or operate online business directors, search web sites, social media websites, mobile apps or other online properties (the “Publisher Sites”), (b) Subscriber Content shall be subject to the Publisher’s character limits, quality standards and other applicable content policies, and that any Subscriber Content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (c) the Local Reach Partner does not guarantee that any Subscriber Content will be displayed on any Publisher Site, (d) the appearance and/or location of any Subscriber Content placement may change at any time, (e) if the Local Reach Partner identifies any Subscriber Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non- compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), the Local Reach Partner may (but is not required to), in addition to its other available rights and remedies, modify the Subscriber Content to render it true, (f) in order to receive the Local Reach Products, certain Subscriber Content must be furnished to Rodeo ROI LLC and/or the Local Reach Partner, (g) it is a requirement of obtaining a subscription to Local Reach Products that Subscriber have less than twenty-five (25) business locations, and (h) Rodeo ROI LLC can terminate Subscriber’s subscription to Local Reach Products at any time by provision of written notice.

17.4.3         License Grant. Subscriber hereby grants Rodeo ROI LLC, the Local Reach Partner and its affiliates (in each case solely to the extent necessary to extend such license as required by a Publisher) and each applicable Publisher a perpetual, unlimited, worldwide, nonexclusive, irrevocable, royalty-free, sublicensable (through multiple tiers of sublicensees) license (a) to use, reproduce, prepare (in each case solely to the extent necessary to extend such license as required by a Publisher) and each applicable derivative works of, and display Subscriber Content as necessary to provide the Local Reach Products hereunder, and (b) to distribute Subscriber Content to Publishers for use in accordance with their requirements.

17.4.4         Subscriber Content. For the purposes of this Section 17.4 and without limiting the definition of Data in this Agreement more generally, Subscriber Content expressly includes all location and other information or content that is made available to Rodeo ROI LLC or its third party providers by or on Subscriber’s behalf in connection with Subscriber’s use of the Local Reach Products. Subscriber represents and warrants that it owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to the Local Reach Partner and its publisher partners with respect to the Subscriber Content. Subscriber agrees that it will not upload or submit any Subscriber Content that is inaccurate, abusive, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful, and agrees that it shall defend, indemnify and hold Rodeo ROI LLC harmless from and against any claim, loss, damage or liability associated with any violation of this restriction or otherwise arising from Subscriber Content.

17.4.5         Waiver. Subscriber waives any right to bring or participate in a class action litigation with respect to the Local Reach Products. Rodeo ROI LLC’s Local Reach Partner is an intended third-party beneficiary of this Section 17.4.5.

17.5  Social Ads. If and for so long as Subscriber has an active Social Ads subscription, the following terms shall form part of the Agreement with respect thereto:

17.5.1         Provision of Social Media Advertising Products. Rodeo ROI LLC’s licensor (“Social Ad Partner”) will provide Subscriber with access to certain products and services for advertising on third-party social media platforms (including Meta and Instagram) pursuant to the Social Ads subscription (the “Social Ad Products”).  In connection with the Social Ad Products, Subscriber will be solely responsible for creating and/or managing Subscriber’s social media platform accounts.  Subscriber shall not take any actions or instruct Rodeo ROI LLC or the Social Ad Partner to undertake any actions that violate applicable law or the applicable social media platform policies, including without limitation Meta’s discriminatory advertising policies.

17.5.2         License for Social Media Campaigns. Subscriber hereby grants Rodeo ROI LLC and the Social Ad Partner a non-exclusive, irrevocable, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses) right and license to register or establish accounts and publish campaigns using the Subscriber Data and Subscriber Content with the social media platforms.

17.5.3         Intellectual Property Ownership.  Any intellectual property developed by Rodeo ROI LLC or the Social Ad Partner in connection with providing the Social Ad Products that is not Subscriber Content is owned by Rodeo ROI LLC or the Social Ad Partner, as applicable.

17.6  MLS Integration. If and for so long as Subscriber has an active Real Estate Board Multiple Listing Service® (“MLS”) System integration subscription with Rodeo ROI LLC (“MLS Integration”), the following terms shall form part of the Agreement with respect thereto:

17.6.1         Activation of MLS Integration. The MLS Integration requires that Subscriber remain in good standing with the applicable MLS, as determined by the MLS in its sole discretion. Subscriber shall, upon request, provide proof to Rodeo ROI LLC of the execution of the agreement with the MLS. 

17.6.2         License Grant. Subject to the terms and limitations provided in this Agreement, Rodeo ROI LLC and its licensors hereby grant to Subscriber a non-exclusive, non-sublicensable, non-transferable right and license in the United States of America, during the Term of this Agreement and under Rodeo ROI LLC’s and its licensors’ intellectual property rights, to use the MLS Integration solely to display real property information directly to its customers in conjunction with a single Internet universal resource locator (“URL”). For the avoidance of doubt, a Meta Business Page URL shall not be considered use with multiple URLs if such feature is purchased by Subscriber and such use is permitted by the applicable MLS, provided that Subscriber meets the applicable Meta criteria.

17.6.3         MLS Subscription. Subscriber represents and warrants that it has an active membership in good standing with applicable MLS provider, and shall remain in good standing and in compliance with the terms and conditions under the applicable MLS Agreement. In the event that Subscriber ceases to be an MLS member and/or fails to comply with the applicable MLS rules and requirements, Rodeo ROI LLC may terminate the MLS Integration for Subscriber within twenty four (24) hours of delivery of written notice to Subscriber. Rodeo ROI LLC may reinstate the MLS Integration upon delivery of adequate proof, within forty eight (48) hours, of being an MLS member in good standing and in compliance with such requirements.

17.6.4        Account Limitations. Subscriber’s account shall conform to the maximum number of permitted agents as specified by Rodeo ROI LLC. Rodeo ROI LLC reserves the right to change Subscriber’s MLS Integration package in order to conform with the aforementioned maximum number of agents.

17.6.5        Excessive and Abusive Usage. In order to preserve the quality of service to all Subscribers, Rodeo ROI LLC reserves the right to either charge additional usage fees, to modify certain aspects of the MLS Integration configuration, to upgrade Subscriber to a different MLS Integration package, or to terminate the foregoing license, in the event Subscriber is determined solely by Rodeo ROI LLC to have unreasonably excessive or abusive usage of the provided service. Rodeo ROI LLC shall promptly notify Subscriber in such situations, and work with Subscriber in good faith to mitigate the impact of a configuration change upon the Subscriber.

17.6.6        Service Fees. Company shall pay Rodeo ROI LLC the applicable monthly service fees for the MLS Integration.

17.6.7        MLS Pass-Through Fees. Subscriber shall pay Rodeo ROI LLC any MLS licensing and/or access fees (“MLS Pass-Through Fees”) due in connection with the provision of the MLS Integration by Rodeo ROI LLC to Subscriber. Rodeo ROI LLC shall forward such fees to the appropriate MLSs. Rodeo ROI LLC reserves the right to change MLS Pass-Through Fees during the term of the MLS Integration. Rodeo ROI LLC shall provide Subscriber a minimum of five (5) business days’ prior written notice of any change in MLS Pass-Through Fees.

18. Additional Terms for Mobile Applications.

18.1         Mobile Applications. To use any Mobile Application, Subscriber must have a mobile device that is compatible with the Mobile Application. Rodeo ROI LLC does not warrant that the Mobile Application will be compatible with Subscriber’s mobile device. Subscriber may use mobile data in connection with the Mobile Application and may incur additional charges from its wireless provider for these services. Subscriber agree that it is solely responsible for any such charges. Rodeo ROI LLC hereby grants Subscriber a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Application for one Subscriber Account on one mobile device owned or leased solely by Subscriber, for Subscriber’s personal use. Subscriber may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law, (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third party or use the Mobile Application to provide time sharing or similar services for any third party, (c) make any copies of the Mobile Application, (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application, or (e) delete the copyright and other proprietary rights notices on the Mobile Application. Subscriber acknowledges that Rodeo ROI LLC may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that Subscriber is using on its mobile device. Subscriber consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Application is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and Rodeo ROI LLC or its third-party partners or suppliers retain all right, title, and interest in the Mobile Application (and any copy thereof). Any attempt by Subscriber to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Rodeo ROI LLC reserves all rights not expressly granted under this Agreement. If the Mobile Application is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Application will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the United States Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Mobile Application originates in the United States, and is subject to United States export laws and regulations. The Mobile Application may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Application may be subject to the import and export laws of other countries. Subscriber agrees to comply with all United States and foreign laws related to use of the Mobile Application and the Service.

18.2         Mobile Applications from Apple App Store. The following applies to any Mobile Applications Subscriber acquires from the Apple App Store (“Apple-Sourced Software”): Subscriber acknowledges and agrees that this Agreement is solely between Subscriber and Rodeo ROI LLC, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Subscriber’s use of the Apple-Sourced Software must comply with the App Store Terms of Service. Subscriber acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, Subscriber may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to Subscriber; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Rodeo ROI LLC as provider of the software. Subscriber acknowledges that Apple is not responsible for addressing any claims of Subscriber or any third party relating to the Apple-Sourced Software or Subscriber’s possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims, (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Rodeo ROI LLC as provider of the software. Subscriber acknowledges that, in the event of any third-party claim that the Apple-Sourced Software or Subscriber’s possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Rodeo ROI LLC, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. Subscriber and Rodeo ROI LLC acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to Subscriber’s license of the Apple-Sourced Software, and that, upon Subscriber’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to Subscriber’s license of the Apple-Sourced Software against Subscriber as a third-party beneficiary thereof.

18.3         Mobile Applications from Google Play Store. The following applies to any Mobile Applications Subscriber acquires from the Google Play Store (“Google-Sourced Software”): (a) Subscriber acknowledge that this Agreement are between Subscriber and Rodeo ROI LLC only, and not with Google, Inc. (“Google”), (b) Subscriber’s use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service, (c) Google is only a provider of the Google Play Store where Subscriber obtained the Google-Sourced Software, (d) Rodeo ROI LLC, and not Google, is solely responsible for its Google-Sourced Software, (e) Google has no obligation or liability to Subscriber with respect to Google-Sourced Software or this Agreement, and (f) Subscriber acknowledges and agrees that Google is a third-party beneficiary to this Agreement as it relates to Rodeo ROI LLC’s Google-Sourced Software.