Rolik Terms of Service

Last updated: August 31, 2016

Welcome to Rolik. Rolik provides a digital internet video advertising marketing platform that enables users to sell, rent and purchase video advertisements (the “ Video Ad ”) created by users (the “ Rolik Platform ”). The website https://rolik.co (the “ Site ”), and the Rolik mobile application (the “ Mobile Application ”) and the various related services, features, functions, software, applications, websites and networks (together with the Site, the Mobile Application and the Rolik Platform, collectively, the “ Rolik Services ”) are provided and operated, and are being made available to you and the other users of the Site, the Mobile Application, the Rolik Platform and the other Rolik Services (collectively, “ Users ”) by InstadMe, Inc. d/b/a Rolik (“ Rolik ”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.

IMPORTANT! THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF THE SITE, THE MOBILE APPICATION AND THE OTHER ROLIK SERVICES. BY CLICKING “I AGREE”, DOWNLOADING, USING, CONFIGURING OR ACCESSING THE SITE, OR USING THE MOBILE APPLICATION, THE ROLIK PLATFORM OR ANY OF THE OTHER ROLIK SERVICES, OR PROVIDING OR PURCHASING A VIDEO AD, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF ROLIK SERVICE FOR AND ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU, THE ORGANIZATION AND EACH USER SHALL BE BOUND BY THESE TERMS OF SERVICE AND ROLIK’S PRIVACY POLICY ( HTTPS://ROLIK.CO/PRIVACY ) (THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF ROLIK SERVICE OR THE PRIVACY POLICY, PLEASE DO NOT USE ANY OF THE ROLIK SERVICES.

1. ELIGIBILITY.

To access and use the Site, the Mobile Application, the Rolik Platform and the other Rolik Services, you must be at least 18 years of age.

BY CLICKING THE “I AGREE” BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR THE ROLIK SERVICES, OR BY REGISTERING TO ACCESS AND USE ANY OF THE ROLIK SERVICES, OR PROVIDING OR PURCHASING ANY VIDEO ADS, YOU REPRESENT THAT:

  • YOU SATISFY THE ELIGIBILITY REQUIREMENTS AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ANY OF THE ROLIK SERVICES;

  • YOU CAN FORM A BINDING CONTRACT WITH ROLIK; AND

  • YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS.

2. PRIVACY.

Your privacy is important to Rolik. Our goal is to make the Rolik Services as good, useful and rewarding for you as possible. In order to do that, Rolik may collect and process information from you when you use the Site, the Mobile Application, the Rolik Platform and the other Rolik Services. Rolik will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing and using any of the Rolik Services, or providing or purchasing any Video Ads, you agree that Rolik may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of any of the Rolik Services, and in some cases information that is provided by or through any of the Rolik Services by other parties.

3. LICENSE GRANT FOR ROLIK SERVICES.

3.1 License Grant

Subject to your compliance with all the terms and conditions set out in these Terms, Rolik hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license (a) to install and use the Mobile Application on your mobile and other devices and (b) to access and use the Site, the Rolik Platform and the other Rolik Services to the extent and in accordance with these Terms

Updates including critical updates and bug fixes to the Mobile Application and any other software or mobile applications that Rolik provides to you in connection with the Rolik Services from time to time will generally be available through the app stores from which you can download the Mobile Application or any other software or mobile applications now or in the future. In the future you may also be notified of available updates for the Mobile Application or such other software or mobile applications may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

3.2 Prevention of Unauthorized Use

Rolik reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, the Mobile Application, the Rolik Platform or the other Rolik Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

4. FEES.

To the extent that you are obligated to pay any fees to receive Rolik Services or participate in activities associated with the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services, including the rental or purchase of any Video Ads, you agree to pay, and authorize Rolik to charge for, such fees in accordance with the applicable terms and conditions. Rolik reserves the right to modify any such fees at any time in accordance with Section 6 or Section 9.

ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THE APPLICABLE TERMS AND CONDITIONS OR PROHIBITED BY LAW.

5. ADDITIONAL POLICIES.

When using the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site, the Mobile Application, the Rolik Platform and the other Rolik Services and features which may be posted from time to time (the “ Policies ”). All such Policies are hereby incorporated by reference into these Terms.

6. THE ROLIK SERVICES.

You do not need to register simply to view the Content on the Site. Subject to the foregoing, to access and use, or otherwise conduct any other activity on, the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services, you will need to register and create an account.

Payments in connection with the Rolik Services, including payments to the maker or provider of any Video Ad (the “ Ad Maker ”) or payments by the renter or purchaser of a Video Ad (the “ Buyer ”) will be handled through a third party payment processor (e.g., Square, PayPal, etc.) (any such third party payment processor, the “ Third Party Processor ”) or such other payment method as provided by Rolik.

6.1 Creating, Renting and Selling Video Ads

If you are an Ad Maker, you agree that the terms of this Section 6.1 shall apply to you and any Video Ad that you create or make available for viewing, rental or purchase through the Rolik Services:

(a) You may create a Video Ad (alone or in collaboration with others) using the tools provided through the Mobile Application or otherwise. The Video Ad shall only include music that is made available through the Site or the Mobile Application (the “ Available Music ”). The use of any Available Music shall be subject to the terms and conditions applicable to such Available Music, including the payment of all related fees as agreed by Rolik and the music provider (the “ Music Provider ”). You may not use any Available Music except directly in connection with the Rolik Services. The use of any music in connection with any Video Ad other than the Available Music is strictly prohibited.

(b) Any Video Ad created by you will not be available for viewing, rental or purchase until you click “Publish.” You may have your Video Ad deleted from the Site, the Mobile Application and the other Rolik Services at any time prior to the purchase of such Video Ad or entering it into a Contest by contacting Rolik at info@rolik.co. Deleting your Video Ad involves a permanent deletion from Rolik’s servers and once deleted, Rolik may not have any copy of your Video Ad and you will have no access to such Video Ad through the Rolik Services.

(c) You may set the price for the purchase of your Video Ad in your sole discretion ranging from “free” to $1,000.00 (the “ Maker’s Sales Price ”); provided that any Maker’s Sales Price that is not free shall be no less than $100 and increased only in increments of $10.

(d) The actual purchase price of a Video Ad for a Buyer (the “ Buyer’s Purchase Price ”) shall be the aggregate of the Maker’s Sales Price and the fee for any Available Music that you have used with respect to your Video Ad (the “ Music Fee ”).

(e) A Buyer that does not wish to purchase a Video Ad outright may acquire the right to “rent” such Video Ad for a specific limited period of time (a “ Video Ad Rental ”). The rental fee for a Video Ad Rental shall be a percentage of the otherwise applicable Buyer’s Purchase Price (the “ Rental Percentage ”) based on the applicable rental period (the “ Rental Period ”) as follows (the “ Video Ad Rental Fee ”):

Rental Period Rental Percentage

One (1) week 10%

Up to thirty (30) days 30%

Up to sixty (60) days 50%

Sixty (60) days or more 100%

(f) Rolik shall have the right to charge you a Fee in connection with (i) the purchase of your Video Ad as determined in Rolik’s sole discretion (the “ Rolik Fee ”) and (ii) the rental of your Video Ad (the “ Rolik Rental Fee ”). The Rolik Rental Fee for any Video Ad Rental shall be the otherwise applicable Rolik Fee multiplied by the Rental Percentage. Rolik may modify the Rolik Fee at any time in accordance with Section 9. The current Rolik Fee can be found at (https://rolik.co/rolikfees.html/). The Rolik Fee shall be deducted from the Maker’s Sales Price and that net amount, less any (i) sales, use, value-added and similar taxes and (ii) refunds, rebates, credits, or finance or collection costs (the “ Ad Maker’s Purchase Fee ”) shall be paid to you as full compensation for the sale of your Video Ad. The Rolik Rental Fee shall be deducted from the Maker’s Sales Price (as adjusted by multiplying it by the Rental Percentage) and that net amount, less any (i) sales, use, value-added and similar taxes and (ii) refunds, rebates, credits, or finance or collection costs (the “ Ad Maker’s Rental Fee ”) shall be paid to you as full compensation for the sale of your Video Ad. Rolik may also get a part of the Music Fee as agreed between Rolik and the applicable Music Provider. There shall be no Rolik Fee for any Video Ad that has been made available for “free.” The Ad Maker’s Purchase Fee and the Ad Maker’s Rental Fee shall collectively be referred to as the “ Ad Maker’s Fee.”

(g) The Ad Maker’s Fee shall be paid (i) no later than [sixty (60)] days after receipt of the Buyer’s Purchase Price or the Video Rental Fee from the Buyer and (ii) to you through a Third Party Processor. You shall provide all necessary information and shall update such information as required by the Third Party Processor to enable payment of the Ad Maker’s Fee to you. Rolik shall have no liability or responsibility for (x) any Ad Maker’s Fees if the Buyer does not pay the related Buyer’s Purchase Price or the Video Rental Fee or (y) any mistakes or errors of the Third Party Processor or if the Third Party Process fails to pay you for any reason except to the extent caused by Rolik’s gross negligence or willful misconduct.

(i) If you decide to “Publish” your Video Ad, you agree to the following (the “ Publication Restrictions ”): such Video Ad shall be available for viewing, rental and purchase exclusively through the Site, the Mobile Application, the Rolik Platform and the other Rolik Services; provided that you may provide a link to your watermarked (as specified by Rolik) Video Ad on any social media platform, including YouTube, Facebook and Instagram (collectively, “Social Media Platform”);

(ii) if the Maker’s Sales Price is anything other than free and the Buyer has paid the applicable Buyer’s Purchase Price, then all right, title and interest in such Video Ad, including all related copyrights and other intellectual property rights shall automatically be transferred to such Buyer. Notwithstanding the foregoing, you shall have the right to let others view the purchased Video Ad on any Social Medial Platform; provided that any such viewer is only permitted to view the purchased Video Ad and does not have the right or ability to download or otherwise copy such purchased Video Ad;

(iii) if the Purchase Price is anything other than free and the Buyer has paid the applicable Buyer’s Purchase Price, then such Buyer shall have the right to use (or not use), copy, modify, reproduce, manipulate, sell and distribute such Video Ad, to synchronize with other works, embed the Purchased Ad Video into a website or presentation, to create derivative works and otherwise exploit such Video Ad Fee without restriction; and

(iv) if the Purchase Price is free, then the Buyer shall only obtain the right to use and distribute the Purchased Video Ad “as is” with no right, directly or indirectly, to copy, modify (other than adding a custom pack shot) or sell such Purchased Video Ad.

(g) The Publication Restrictions shall not apply to any Video Ad that has been deleted from the Site and the Mobile Application in accordance with this Section 6.1.

6.2 Purchase of Video Ad.

If you are a Buyer, the terms of this Section 6.2 shall apply to you and any Video Ad that you purchase through the Rolik Services:

(a) The Ad Maker sets the purchase price for the purchase of his Video Ad in his sole discretion ranging from “free” to $1,000.00; provided that if the Ad Maker sets a Maker’s Sales Price that is not free, then the Maker’s Sales Price shall be no less than $100 and increased only in increments of $10.

(b) The Buyer’s Purchase Price for any purchase of a Video Ad shall be the aggregate of the Maker’s Sales Price and the Music Fee for any Available Music that was used with respect to such Video Ad.

(c) The Buyer’s Purchase Price shall be paid by you at the time of the purchase of the applicable Ad Video through a Third Party Processor.

(d) Rolik shall have the right to charge the Ad Maker a fee in connection with the purchase of Ad Maker’s Video Ad as determined in Rolik’s sole discretion (the “ Rolik Fee ”). Rolik may modify the Rolik Fee at any time in accordance with Section 9. The current Rolik Fee is 30% from the total sales price. The Rolik Fee shall be deducted from the Maker’s Sales Price. Rolik may also get a part of the Music Fee as agreed between Rolik and the applicable Music Provider. There shall be no Rolik Fee for any Video Ad that has been made available for “free.”

(e) If you purchase any Video Ad, you agree to the following:

(i) if the Maker’s Sales Price is anything other than free and you have paid the applicable Buyer’s Purchase Price, then all right, title and interest in such Video Ad, including all related copyrights and other intellectual property rights shall automatically be transferred to you. Notwithstanding the foregoing, the Ad Maker shall have the right to let others view the purchased Video Ad on any Social Medial Platform; provided that any such viewer is only permitted to view the purchased Video Ad and does not have the right or ability to download or otherwise copy such purchased Video Ad;

(ii) if the Purchase Price is anything other than free and you have paid the applicable Buyer’s Purchase Price, then you shall have the right to use (or not use), copy, modify, reproduce, manipulate, sell and distribute such Video Ad, to synchronize with other works, embed the purchased Ad Video into a website or presentation, to create derivative works and otherwise exploit such Video Ad Fee without restriction;

(iii) if the Purchase Price is free, then you shall only obtain the right to use and distribute the Purchased Video Ad “as is” internally or externally on any platform but with no right, directly or indirectly, to modify (other than to add a custom pack shot) or to sell such Purchased Video Ad or to create derivative works;

(iv) if you have elected to rent the Video Ad, you shall obtain no right, title or interest in such Video Ad even if the Maker’s Sales Price is free or you have paid the applicable Video Rental Fee. The Ad Maker shall have the right to let others view the rented Video Ad on any Social Medial Platform; provided that any such viewer is only permitted to view the rented Video Ad and does not have the right or ability to download or otherwise copy such rented Video Ad;

(v) if the Maker’s Sales Price is anything other than free and you have paid the applicable Ad Rental Fee, then you shall only obtain the right solely during the applicable Rental Period to use and distribute the Purchased Video Ad “as is” internally or externally on any platform but with no right, directly or indirectly, to modify in any way (other than adding a custom pack shot) or to sell such Video Ad or to create derivative works. After the expiration of such Rental Period, you shall have no further right to use or distribute, directly or indirectly, such rented Video Ad; and

(vi) if the Maker’s Sales Price is free, then you shall only obtain the right solely during the applicable Rental Period to use and distribute the Purchased Video Ad “as is” internally or externally on any platform but with no right, directly or indirectly, to modify in any way (other than adding a custom pack shot) or to sell such purchased Video Ad or to create derivative works. After the expiration of such Rental Period, you shall have no further right to use or distribute, directly or indirectly, such rented Video Ad.

8. CONTESTS.

Now or in the future, Rolik or a third party sponsor (the “ Sponsor ”) may from time to time run contests and other similar events through which you may win cash and prizes for your Video Ad (collectively, the “ Contests ”). All such Contests shall be subject to and governed by the applicable terms and conditions for each such Contest (the “ Contest Terms ”). All such Contest Terms are incorporated by reference into these Terms and you hereby agree to be bound by the applicable Contest Terms associated with each such Contest.

Any Video Ad entered into a Contest shall be available for viewing and purchase exclusively through the Rolik Services and cannot be withdrawn from the Contest without the prior approval of Rolik.

If a Video Ad is selected as a winner and the Sponsor has paid the applicable prize, all right, title and interest in such Video Ad, including all related copyrights and other intellectual property rights shall automatically be transferred to the Sponsor.

If a Video Ad is selected as a winner and the Sponsor has paid the applicable prize, the Buyer shall have the right to use (or not use), copy, modify, reproduce, manipulate, sell and distribute such Video Ad, to synchronize with other works, embed the purchased Ad Video into a website or presentation, to create derivative works and otherwise exploit such Video Ad Fee without restriction.

If you wish to sponsor any such Contest, you must agree to the terms and conditions for sponsorship (the “ Terms of Sponsorship ”) in addition to the Contest Terms. All such Terms of Sponsorship are incorporated by reference into these Terms and you hereby agree to be bound by the Terms of Sponsorship.

8. RESPECTING OTHER PEOPLE’S RIGHTS.

Rolik respects the rights of others and so should you. You therefore may not post or send Content that:

  • violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;

  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Rolik in its sole discretion;

  • is false, misleading, untruthful or inaccurate;

  • includes anyone's identification documents or sensitive financial information

  • impersonates any person or entity, including any of Rolik’s employees or representatives; or

  • spams or solicits any Users.

9. MODIFICATION OF THESE TERMS.

Rolik reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site and/or the Mobile Application. If Rolik updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of any of the Rolik Services or the provision, rental or purchase of any Ad Video after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable fees), Rolik will make reasonable efforts to notify you of such change. Rolik may provide notice through a pop-up or banner on the Site or within the Mobile Application, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Rolik may require you to provide consent by accepting the changed Terms. If Rolik requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Rolik, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on the Site and/or the Mobile Application. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE, THE MOBILE APPICATION, THE ROLIK PLATFORM AND THE OTHER ROLIK SERVICES.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

10. DIGITAL MILLENNIUM COPYRIGHT ACT.

It is Rolik’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Rolik’s DMCA Notification Guidelines at (https://rolik.co/dmca/). If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Rolik reserves the right to terminate without notice any User’s access to the Rolik Platform and the other Rolik Services if that User is determined by Rolik to be a “repeat infringer.” In addition, Rolik accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

11. LICENSE GRANT; REPRESENTATIONS AND WARRANTIES.

11.1 Limited License Grant to Rolik.

The Site, the Mobile Application, the Rolik Platform and the other Rolik Services permit the submission and/or posting or linking of the Video Ads and other pictures, audio and video recordings, text, data, information and other input or any other content linked, posted, and/or submitted by you or other Users, in each case whether or not made available to other Users (collectively, “ Content ”). Subject to Section 6, by uploading, providing, posting, distributing or disseminating any Content to or through the Site, the Mobile Application, the Rolik Platform or the other Rolik Services, you hereby grant to Rolik a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the Site, the Mobile Application, the Rolik Platform and Rolik’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services (and derivative works thereof), in any media formats and/or through any media channels.

11.2 Content Use by Other Users.

You hereby consent to the use of your Content by other Users that are authorized to access your Content in the manner contemplated by these Terms, the Site, the Mobile Application and the other Rolik Services.

11.3 Content Representations and Warranties.

You are solely responsible for your Content and the consequences of posting or publishing them. By uploading and publishing your Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Rolik and the Users to use and distribute your Content, including your Video Ads as necessary to exercise the licenses granted by you in this Section 11 and in the manner contemplated by Rolik and these Terms; (2) your Content, including your Video Ads does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (3) your Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Site or the Mobile Application. Violators of these third-party rights may be subject to criminal and civil liability. Rolik reserves all rights and remedies against any Users who violate these Terms.

11.4 Content Disclaimer.

You understand that when accessing or using the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services you may be exposed to Content or other materials from a variety of sources, and that Rolik is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content and other content. You further understand and acknowledge that you may be exposed to Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Rolik with respect thereto. Rolik does not endorse any Content and other material or any opinion, recommendation or advice expressed therein, and Rolik expressly disclaims any and all liability in connection with Content and other materials. If notified by a User or a content owner of any Content or other content or materials that allegedly do not conform to these Terms, Rolik may investigate the allegation and determine in its sole discretion whether to remove the Content or other content or materials, which it reserves the right to do at any time and without notice. For clarity, Rolik does not permit copyright infringing activities on the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services.

12. PROHIBITED CONDUCT.

BY USING THE SITE, THE MOBILE APPICATION, THE ROLIK PLATFORM OR THE OTHER ROLIK SERVICES YOU AGREE NOT TO:

12.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of any of the Rolik Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);

12.2 Make the Mobile Application, the Rolik Platform or any of the other Rolik Services available to anyone other than you or use the Mobile Application, the Rolik Platform or any of the other Rolik Services for the benefit of anyone other than you, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, the Mobile Application, the Rolik Platform or any of the other Rolik Services, or using the Mobile Application, the Rolik Platform or any of the other Rolik Services for hosting or time sharing services, or as part of a service bureau or outsourcing offering;

12.3 Provide any Rolik Services to any third party using the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services except as specifically contemplated under these Terms;

12.4 Prepare any derivative work of the Site, the Mobile Application, the Rolik Platform or any Video Ad, or any other program based upon the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services except as specifically contemplated under these Terms;

12.5 Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services or any Video Ad or any part thereof except as specifically contemplated under these Terms;

12.6 Copy, disclose, or distribute any data available on or through the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services in any medium, including without limitation, by any automated or non-automated “scraping;”

12.7 Interfere with, circumvent or disable any security or other technological features or measures of the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services or attempt to gain unauthorized access to any of the Rolik Services or its related systems or networks;

12.8 Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users of the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

12.9 Use bots or other automated methods to: access the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through any of the Rolik Services; or

12.10 Use the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment.

13. ACCOUNT SECURITY.

When you use the Site, the Mobile Application, the Rolik Platform, the other Rolik Services or any applications, products, services, or information from Rolik, or provide or purchase any Ad Video, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Rolik on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

You may update or change any information that you provide to Rolik online through the Site or the Mobile Application. If you change or deactivate the email or mobile phone number that you used to create a Rolik account, you must update your account information through settings within 72 hours to prevent us from sending to someone else messages intended for you.

If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you shall immediately notify Rolik at info@rolik.co. You may be liable for the losses incurred by Rolik or others due to any unauthorized use of your account.

14. THIRD-PARTY SITES.

The Site, the Mobile Application, the Rolik Platform and the other Rolik Services may include links or references to other web sites or services (“ Third Party Sites ”) solely as a convenience to Users. Rolik does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.

In addition, if you post any Ad Video on any Social Media Platform or other Third Party Site, you are subject to any terms and conditions imposed by any such Social Media Platform or other Third Party Site. You should always review these terms and conditions to make sure that you are comfortable with these terms and conditions and that they do not conflict with any applicable terms and conditions under these Terms. You shall be solely liable for any Video Ad that you post on any such Social Media Platform or other Third Party Site.

15. MOBILE CHARGES.

You are responsible for any mobile charges that you may incur for using the Site, the Mobile Application, the Rolik Platform and the other Rolik Services, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using any of the Rolik Services.

16. TERMINATION; TERMS OF USE VIOLATIONS.

16.1 Rolik.

You agree that Rolik, in its sole discretion, for any or no reason, and without penalty, may terminate your use of the Mobile Application, the Rolik Platform or the other Rolik Services, including your ability to provide or purchase any Video Ad or any account (or any part thereof) you may have with Rolik and remove and discard all or any part of your account, user profile, and any Content, at any time. Rolik may also in its sole discretion and at any time discontinue providing access to the Mobile Application, the Rolik Platform or the other Rolik Services, or any part thereof, with or without notice. You agree that any termination of your access to the Mobile Application, the Rolik Platform or the other Rolik Services, your ability to provide or purchase any Video Ad or any account you may have or portion thereof may be effected without prior notice, and you agree that Rolik will not be liable to you or any third party for any such termination. Rolik reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Rolik to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Rolik may have at law or in equity. As discussed herein, Rolik does not permit copyright infringing activities on the Site or the Mobile Application, and shall be permitted to terminate access to the Rolik Platform and the other Rolik Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD ROLIK HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ROLIK DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ROLIK OR LAW ENFORCEMENT AUTHORITIES.

16.2 You.

Your only remedy with respect to any dissatisfaction with (i) the Site, the Mobile Application, the Rolik Platform or the other Rolik Services, (ii) any term of these Terms, (iii) any policy or practice of Rolik in operating any of the Rolik Services, or (iv) any content or information transmitted through the any of the Rolik Services, is to terminate your account and your use of the Site, the Mobile Application, the Rolik Platform and the other Rolik Services. You may terminate your use of the Site, Mobile Application, the Rolik Platform and the other Rolik Services and your account at any time. After such termination, you must refrain from use of any of the Rolik Services until authorized by Rolik.

17. OWNERSHIP; PROPRIETARY RIGHTS.

The Site, the Mobile Application, the Rolik Platform and the other Rolik Services are owned and operated by Rolik. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Site, the Mobile Application, the Rolik Platform and the other Rolik Services provided by Rolik (the “ Materials ”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that are provided and owned by Users, all Materials contained on the Site, the Mobile Application, the Rolik Platform and the other Rolik Services are the property of Rolik or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Rolik or its affiliates and/or third-party licensors. Except as expressly authorized by Rolik, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Rolik reserves all rights not expressly granted in these Terms.

18. INDEMNIFICATION.

You agree to indemnify, save, and hold Rolik, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, the Mobile Application, the Rolik Platform, the other Rolik Services or any of the Content, including the provision, rental or purchase of any Video Ad, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Rolik reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Rolik, and you agree to cooperate with Rolik’s defense of these claims. Rolik will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

19. NO WARRANTIES; DISCLAIMERS.

19.1 No Warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ROLIK AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “ ROLIK PARTIES ”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM AND THE OTHER ROLIK SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ROLIK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM AND THE OTHER ROLIK SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ROLIK PARTIES OR THROUGH THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR THE OTHER ROLIK SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

19.2 “As Is” and “As Available” and “With all Faults”.

YOU EXPRESSLY AGREE THAT THE USE OF THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM AND THE OTHER ROLIK SERVICES AND THE PROVISION, RENTAL OR PURCHASE OF ANY VIDEO AD ARE AT YOUR SOLE RISK. THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, MOBILE APPLICATIONS, SERVICES OR PRODUCTS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE ROLIK SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

19.3 Platform Operation and Content.

THE ROLIK PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

19.4 ACCURACY.

THE ROLIK PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

19.5 Harm to Your Computer.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

20. LIMITATION OF LIABILITY AND DAMAGES.

20.1 Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE ROLIK PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS, THE PROVISION, RENTAL OR PURCHASE OF ANY VIDEO AD OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, ASSESSMENTS, RESULTS OR CONTENT ON THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES OR ANY THIRD PARTY SITES, OR ANY OTHER INTERACTIONS WITH ROLIK, EVEN IF ROLIK OR A ROLIK AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ROLIK’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

20.2 Limitation of Damages.

IN NO EVENT WILL THE ROLIK PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE, THE MOBILE APPLICATION OR ANY OF THE OTHER ROLIK SERVICES, INCLUDING THE PROVISION, RENTAL OR PURCHASE OF ANY VIDEO AD OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU (OR ON YOUR BEHALF), IF ANY, TO ROLIK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY DOLLARS, WHICHEVER IS GREATER.

20.3 Release for Disputes between Users.

If you have a dispute with any other Users or other third parties, you release Rolik and the other Rolik Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

20.4 Third Party Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICESS SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ROLIK AND RECEIVED THROUGH OR ADVERTISED ON THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR ANY OF THE OTHER ROLIK SERVICES OR RECEIVED THROUGH ANY THIRD PARTY SITES.

20.5 Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT ROLIK HAS OFFERED THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ROLIK, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ROLIK. ROLIK WOULD NOT BE ABLE TO PROVIDE THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR THE OTHER ROLIK SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

20.6 Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

21. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.

22. MISCELLANEOUS.

22.1 Notice.

Rolik may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on the Site and/or the Mobile Application. If notification is done by email, notice will be deemed given twenty-four hours after the email is sent, unless Rolik is notified that the email address is invalid. Alternatively, Rolik may give you legal notice by mail to a postal address, if provided by you through any of the Rolik Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site or the Mobile Application is deemed given 30 days following the initial posting.

22.2 Waiver.

The failure of Rolik to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Rolik.

22.3 Dispute Resolution.

If a dispute arises between you and Rolik, the goal is to provide you with a neutral and cost effective methods of resolving the dispute quickly. Accordingly, you and Rolik agree that any dispute, claim or controversy at law or equity that arises out of these, Terms, the Site, the Mobile Application, the Rolik Platform, the other Rolik Services, the provision, rental or purchase of any Video Ad or the Privacy Policy (a “ Claim ”) will be resolved in accordance with this Section 22.3 or as Rolik and you otherwise agree in writing. Before resorting to these dispute methods, Rolik strongly encourages you to first contact Rolik directly to seek a resolution.

(a) Choice of Law.

These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR THE OTHER ROLIK SERVICES.

(b) Arbitration and Class Action Waiver.

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

(i) ARBITRATION. YOU AGREE THAT ALL CLAIMS BETWEEN YOU AND ROLIK (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM OR THE OTHER ROLIK SERVICES, INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND ROLIK HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND ROLIK WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. You may bring claims only on your own behalf.

Neither you nor Rolik will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ROLIK INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Rolik is a party to the proceeding.

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 22.3(b) is found not to apply to you or your claim, you and Rolik agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts of Los Angeles County, CA. Both you and Rolik irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Rolik may bring a claim for equitable relief in any court with proper jurisdiction.

(iii) This arbitration agreement will survive the termination of your use of the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services or your relationship with Rolik.

(c) Improperly Filed Claims. All claims you bring against Rolik must be resolved in accordance with this Section 22.3. All claims filed or brought contrary to this Section 22.3 shall be considered improperly filed. Should you file a claim contrary to this Section 22.3, Rolik may recover attorneys’ fees and costs up to $5,000, provided that Rolik has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(d) Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.

(e) Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, THE SITE, THE MOBILE APPLICATION, THE ROLIK PLATFORM, THE OTHER ROLIK SERVICES, THE PROVISION, RENTAL OR PURCHASE OF ANY VIDEO AD, ANY CONTENT OR YOUR RELATIONSHIP WITH US MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

22.4 Severability.

If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

22.5 Assignment.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Rolik without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

22.6 Survival.

Upon termination of these Terms, your use of the Site, the Mobile Application, the Rolik Platform and the other Rolik Services or your relationship with Rolik, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4, 6, and 10 - 22.

22.7 Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

22.8 Entire Agreement.

These Terms, including the Privacy Policy, the Policies, the Contest Terms and the Terms of Sponsorship, are the entire agreement between you and Rolik relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Rolik as set forth in Section 9 above.

22.9 No Agency.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

22.10 Geographic Restrictions.

Rolik is based in the state of California in the United States. Rolik makes no claims that the Site, the Mobile Application, the Rolik Platform or any of the other Rolik Services are accessible or appropriate outside of the United States. Access to the Site, the Mobile Application, the Rolik Platform and the other Rolik Services may not be legal by certain persons or in certain countries. If you access the Site, the Mobile Application, the Rolik Platform or the other Rolik Services, or provide, rental or purchase any Video Ad, from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Rolik with respect thereto.

22.11 Disclosures.

The Site, the Mobile Application, the Rolik Platform and the other Rolik Services are offered by Instadme, Inc. dba Rolik located at: 1315-B Broadway, Suite 115, Hewlett, NY 11557 and email: info@rolik.co. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Copyright © 2016 InstadMe, Inc. All rights reserved.