Terms of Use Agreement



AGREEMENT BETWEEN USER AND ROi

The Resource Optimization & Innovation, LLC ("ROi") Member Portal is comprised of various pages operated by ROi.

The ROi Member Portal is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the ROi Member Portal constitutes your agreement to all such terms, conditions, and notices.

If you do not consent to the Terms of Use Agreement in its entirety, your sole exclusive remedy is to immediately cease use of this Member Portal. The terms and conditions governing collection and handling of any information you submit while using this site are contained in a separate Statement of Privacy available at: http://www.roiscs.com

MODIFICATION OF THESE TERMS OF USE

ROi reserves the right to change the terms, conditions, and notices under which the ROi Member Portal is offered, including but not limited to the charges associated with the use of the ROi Member Portal.

Any such modifications shall be effective immediately upon posting to the ROi website. ROi encourages you to periodically review this Agreement to be informed of the current Terms of Use. If you object to any revisions to this Agreement, you must cease using the ROi Member Portal immediately. Continued use of this Member Portal following any changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

LINKS TO THIRD PARTY SITES

The ROi Member Portal may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of ROi and ROi is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ROi is not responsible for webcasting or any other form of transmission received from any Linked Site. ROi is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ROi of the site or any association with its operators.

You acknowledge and agree that ROi is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising products or other materials on, or available from, such web sites or resources.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ROi Member Portal, you warrant to ROi that you will not use the ROi Member Portal for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not:

  • Use the ROi Member Portal in any manner which could damage, disable, overburden, or impair the ROi Member Portal or interfere with any other party's use and enjoyment of the ROi Member Portal
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ROi Member Portal
  • Attempt to reverse engineer or jeopardize the correct functioning of the ROi Member Portal
  • Attempt to gain access to secured portions of the ROi Member Portal to which you do not possess access rights
  • Impersonate another user
  • Use the information provided by ROi at the Member Portal to damage ROi
  • Share the data and information available on the Member Portal outside of those person(s) within your organization who are authorized to access such data
MATERIALS PROVIDED TO ROi OR POSTED AT ANY ROi WEB SITE

ROi does not claim ownership of the materials you provide to ROi (including feedback and suggestions) or post, upload, input or submit to any ROi Member Portal or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting ROi, its affiliated companies and necessary sub licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. ROi is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in ROi's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ROi MEMBER PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ROi AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE ROi MEMBER PORTAL AT ANY TIME. ADVICE RECEIVED VIA THE ROi MEMBER PORTAL SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

ROi AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE ROi MEMBER PORTAL FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. ROi AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROi AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ROi MEMBER PORTAL, WITH THE DELAY OR INABILITY TO USE THE ROi MEMBER PORTAL OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ROi MEMBER PORTAL, OR OTHERWISE ARISING OUT OF THE USE OF THE ROi MEMBER PORTAL, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ROi OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ROi MEMBER PORTAL, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ROi MEMBER PORTAL.

SERVICE CONTACT:contact.roi@roiscs.com

TERMINATION/ACCESS RESTRICTION

ROi reserves the right, in its sole discretion, to terminate your access to the ROi Member Portal and the related services or any portion thereof at any time, without notice. GENERAL: To the maximum extent permitted by law, this agreement is governed by the laws of the State of Missouri, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in St. Louis County, Missouri, U.S.A. in all disputes arising out of or relating to the use of the ROi Member Portal. Use of the ROi Member Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ROi as a result of this agreement or use of the ROi Member Portal. ROi's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ROi's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the ROi Member Portal or information provided to or gathered by ROi with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ROi with respect to the ROi Member Portal and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ROi with respect to the ROi Member Portal. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the ROi Member Portal are: Copyright 2012 ROi and/or its suppliers. All rights reserved.

You may not copy or distribute, nor attempt to copy or distribute, the content or features of the ROi Member Portal. You acknowledge and agree that no licenses are granted to you in the intellectual property in the ROi Member Portal.

Unless you have agreed otherwise in writing with ROi, nothing in the Terms gives you a right to use any of ROi's trade names, trademarks, services marks, logos, domain names and/or other distinctive brand features.

You agree that you shall not remove, obscure or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the ROi site.

You agree you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

ROi respects the intellectual property rights of others and expects others to do the same. It is ROi's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Responses may include disabling a user's ability to transmit and/or store material claimed to be the subject of infringing activity and/or terminating such user's ability to use the application at all. If we take such measures, we will make a good-faith attempt to contact the user who stored and/or transmitted the content so that he or she may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. It is our policy to document all notices of alleged infringement on which we act.

INFRINGEMENT NOTIFICATION

If you are a copyright owner or an authorized agent thereof and believe that any user of the ROi application has infringed upon your copyrights, you may submit a notification pursuant to the DMCA by filing a notice of infringement with our Copyright Agent. To file a notice of infringement with our Copyright Agent, you must provide a written communication (by fax, regular mail or e-mail) that sets forth the items specified below. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights. Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney. To expedite our ability to process your request, please use the following format:

  1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon.
  2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above or which you claim is the subject of infringing activity. You must identify each separate item of infringing material.
  3. Provide information reasonably sufficient to permit ROi to locate the material.
  4. Provide information reasonably sufficient to permit ROi to contact you (email address, telephone number and a mailing address).
  5. Provide information, if possible, sufficient to permit ROi to notify the user that allegedly stored infringing material (email address is preferred).
  6. Include the following statement: "I have a good faith belief that use of the copyrighted materials in the manner complained of is not authorized by the copyright owner, its agent, or the law."
  7. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
  8. Sign the paper.

    Send the written communication to the any of the following:
    Resource Optimization & Innovation
    Attn: Copyright Agent
    645 Maryville Centre Drive, Suite 200, St. Louis, MO. 63141
    BY FAX: (314) 364-6491, Attn: Copyright Agent

    BY EMAIL:
    contact.roi@roiscs.com with the words "DMCA Complaint" in the subject line.
  9. If you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.
COUNTER NOTIFICATION

Pursuant to sections 512(g)(2) and (3) of the Act, the subscriber may make a counter notification. To file a counter notification with us, you must provide a written communication (by fax, regular mail or email) that sets forth the items specified below. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney. To expedite our ability to process your counter notification, please use the following format (including section numbers):

  1. Identify the name of the file with respect to which ROi has blocked access.
  2. Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or St. Louis, MO., USA if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) of the DMCA or an agent of such person.
  3. Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that transmission of each file identified above was blocked as a result of a mistake or misidentification of the material to be blocked."
  4. Sign the paper.

    Send the written communication to the any of the following:
    Resource Optimization & Innovation
    Attn: Copyright Agent
    645 Maryville Centre Drive, Suite 200, St. Louis, MO. 63141
    BY FAX: (314) 364-6491, Attn: Copyright Agent

    BY EMAIL:
    contact.roi@roiscs.com with the words "DMCA Complaint" in the subject line.
INDEMNIFICATION PROVISION

Upon ROi's request, you agree to defend, indemnify and hold harmless ROi, and its respective employees, contractors, officers, directors, and agents, from all liabilities, claims and expenses, including attorney's fees that arise from your use or misuse of the ROi Member Portal. ROi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ROi in asserting any available defenses.

LANGUAGE OF THE TERMS

If requested in writing, ROi will provide you with a translation of the English language version of the Terms. You agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with ROi.

If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

PROVISION OF SERVICES

You acknowledge and agree that if ROi disables access to your account you may be prevented from accessing services, account details or any other files or content contained in your account Password & account security.

PASSWORD AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account used to access the ROi Member Portal. You will not provide your password(s) to any person who is not authorized to access your password(s) by your organization.

You agree to be solely responsible to ROi for all activities that occur under your account and/or password.

If you become aware of any unauthorized use of your password or of your account you agree to notify ROi immediately at contact.roi@roiscs.com

LIABILITY DISCLAIMER

Any material downloaded or otherwise obtained through the use of the ROi Member Portal is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

GENERAL

You agree that ROi may provide you with notices, including those regarding changes to the Terms by email, regular mail or postings on the Terms.

You agree that if ROi does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ROi has the benefit of under any applicable law) this will not be taken to be a formal waiver of ROi's rights and that those rights or remedies will still be available to ROi.