SECTION 1 – GENERAL TERMS

These Terms of Service apply to the use of the information services of Rockwater Associates LLC, an Arizona limited liability company (“Company”). These services (“Services”) include our website, solutions provided as internet-based services, as well as the capability to communicate with us by email or telephone. The terms “we,” “us,” and “our” refer to the Company. The terms “you” and “your” refer to you in your individual capacity, and, if you use the Service on behalf of your employer, to your employer as well. We offer our Services to you only if you agree to these Terms of Service. Please read these Terms of Service carefully before using our Services. By using our Services, you warrant and represent that you meet all the foregoing eligibility requirements and agree to be bound by these terms and conditions. By using our Services on behalf of your employer, you also warrant and represent that you are authorized by your employer to use the Services and to agree to these Terms of Service on your employer’s behalf.

By using our Services, you also warrant and represent that you have capacity to form a binding contract with us because (1) you are at least the age of majority in your state or province of residence or (2) you have been granted such capacity by court order, operation of law, or other legal act.

If you do not agree to all the terms and conditions of this agreement, then you may not access the Services. These Terms of Service are an offer, and acceptance is expressly limited to these Terms of Service. However, you and we may amend these Terms of Service, in whole or in part, through a written agreement with you.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all use of the Services thereafter. It is your responsibility to check this page periodically for changes and you agree that your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

In our exclusive discretion, a breach or violation of any of these Terms of Service may result in an immediate termination or suspension of your access to any or all the Services. In any event, we reserve the right to refuse access to the Services to anyone for any lawful reason at any time.

We reserve the right to modify or discontinue the Services (or any part thereof) at any time. You agree that we shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Services.
You understand and agree that your communications with the Services may involve unencrypted transmissions over public networks.

SECTION 2 – SERVICES PROVIDED ON “AS-IS” BASIS

The information presented on or through the Services is made available on an as-is basis. We do not warrant its accuracy, completeness, usefulness, or suitability for any purpose. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content, including tools and materials, provided by third parties outside of our control. Such content is solely the responsibility of the person or entity providing it. You acknowledge and agree that we provide access to such content “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. Such content does not necessarily reflect our opinion. You agree that we shall not be responsible or liable to you, or any third party, for the content or accuracy of any such content.

Moreover, links in the Services may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please carefully review third parties’ policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

SECTION 3 – OWNERSHIP AND INTELLECTUAL PROPERTY

By using our Services, you shall not acquire any ownership interest in any of the content in the Services. All content, including any trademarks and other intellectual property, included or incorporated in the Services is and shall continue to be the property of the Company or its licensors and shall remain protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use, or publication by you of any content of the Services or any part of the Services is prohibited, except as expressly permitted in these Terms of Service. The Company grants you a limited, revocable, non-exclusive, and non-transferrable license to use the Services and the content therein; this license may not be sub-licensed or used for republication, distribution, assignment, sublicense, sale, reverse engineering, or the development of derivative works.

SECTION 4 – SUGGESTIONS

If you send us any creative ideas, suggestions, proposals, plans, or like materials, regardless of form (“Suggestions”), you agree that we may, at any time, use them in any medium. You agree that we shall have no obligation (1) to maintain any Suggestions in confidence; (2) to pay compensation for any Suggestions; or (3) to respond to any Suggestions. You warrant and represent that your Suggestions will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Suggestions will not contain defamatory or otherwise unlawful, abusive, or obscene material, or contain any malware that could impair the operation of the Services. You also agree that, unless you correctly attribute any Suggestions other than your own to another originator, all Suggestions are your own.

SECTION 5 – PROHIBITED USES

You agree you will not use our Services for any illegal or unauthorized purpose, nor may you violate any applicable laws, particularly including intellectual property laws, in your use of the Services. You also agree not to transmit any malware using the Services.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or any other legally protected status or characteristic; (f) to submit false or misleading information; (g) to collect or track the personal information of others; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; (j) in any manner intended to interfere with or circumvent the security features of the Services, other websites, or other services or devices on the internet; (k) disseminate or transmit unsolicited messages; (l) reverse engineer, decompile, disassemble, or otherwise attempt to discover or imitate the source code, underlying ideas, underlying user interface techniques, or algorithms used by or within the Services, or (m) create a false identity or otherwise attempt to mislead the Company or any person as to the identity or origin of any communication.

SECTION 6 – PRIVACY AND PERSONAL INFORMATION

We respect your privacy and are committed to giving you the information you need to understand how to protect it. Our Privacy Policy describes our processing of personal information in connection with the Services, the rights you may have with regard to your personal information, and how to exercise those rights.  We update the Privacy Policy from time to time as our personal information processing practices and applicable laws change. We encourage you to review it regularly.

Please note that our website may incorporate third-party technologies for tracking, including website analytics, chat-based customer support, video content, and behavioral advertising. The personal information we collect as you use our website may be shared with the providers of these technologies. These technologies may involve the recording of conversations and other interactions you have with our website. The data we share with these providers may include these recordings. By using our website, you consent to this data sharing. This paragraph applies only to our website, not to the other components of our Services.

SECTION 7 – DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND TIMELINESS OF CLAIMS

We do not guarantee, represent, or warrant that your use of our Services will be uninterrupted, timely, secure, or error-free. You agree that, unless you and we agree otherwise, we may interrupt or cancel the Services at any time, without notice to you. You agree that your use of, or inability to use, the Services is at your sole risk. The Services are (except as expressly stated by us) provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

You agree that you use the Services at your own risk. In no case shall we (including our directors, officers, employees, members, affiliates, agents, contractors, interns, suppliers, service providers, and licensors) be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages, including lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability, or otherwise, arising from your use of any of the Services, or for any other claim related in any way to your use of the Services. This limit shall apply even if we have been advised of the possibility of such injuries, losses, or claims. We shall have no liability for (1) any injury, loss, or claim for any interruption, suspension, or disruption of the Services; (2) any errors or inaccuracies in the content available from the Services; (3) personal injury or property damages resulting from your use of the Services or the data contained therein; or (4) malware which may be transmitted using the Services by a third party. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the fullest extent permitted by law.

We shall not be liable for any failure to perform occasioned by an event outside of our reasonable control (a “Force Majeure” event) including: strikes, lockouts, labor difficulties, riots, inability or difficulty in obtaining or procuring supplies, labor, or transportation, fires, storms, floods, earthquakes, explosions, pandemics, accidents, acts of God, interference by civil or military authorities, whether legal or de facto, acts of the public enemy, war, rebellion, insurrection, sabotage, embargoes, trade wars, or orders given by public authority.

SECTION 8 – INDEMNIFICATION

You agree to indemnify, defend, and hold us harmless, along with our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of your breach of these Terms of Service (including any documents they incorporate by reference), or your violation of any law or the rights of any third party.

SECTION 9 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service without affecting the validity and enforceability of any other remaining provisions.

SECTION 10 – ENTIRE AGREEMENT

These Terms of Service, including any materials incorporated by reference, constitute the entire agreement between us. These Terms of Service supersede any prior agreements, communications, and proposals, whether oral or written, between us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

SECTION 11 – GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Service and any dispute between you and us, except to the extent such dispute is governed under another agreement between you and us, shall be governed by and construed in accordance with the laws of the State of Arizona without applying Arizona’s choice-of-law rules. You agree that any claim or dispute with us shall be resolved only in the federal or state courts within the State of Arizona and you further expressly consent and agree to the exercise of personal jurisdiction by any state and federal courts of competent subject matter jurisdiction within Arizona in connection with any such dispute. You also waive any objection to the resolution of any dispute between us in such courts on the basis of improper venue or forum non conveniens. You also agree (1) that any dispute between you and us shall be resolved only on an individual basis and that you (and we) waive any right to bring a claim on a class-action or representative basis or to have a claim brought in such a way by any other person or party; (2) to waive your right to a jury trial in connection with any controversy between us and understand that this means that a judge, rather than a jury, will resolve all factual and legal issues; and (3) that any dispute between you and us regarding any Services not delivered under a separate Professional Services Agreement between you and us must be filed in a court consistent with the requirements of this section within one year of accrual or be permanently barred. You and we also agree that, to the maximum extent permitted by law, neither you nor we shall be entitled to recover any punitive or exemplary damages, regardless of the nature of the dispute.

[These Terms of Service and any dispute between you and us, except to the extent such dispute is governed under another agreement between you and us, shall be governed by and construed in accordance with the laws of the State of Arizona without applying Arizona’s choice-of-law rules. You agree that any claim or dispute with us shall be resolved only in an arbitration to be conducted before a single arbitrator in Scottsdale, Arizona. Such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association and you, and we agree that such proceedings will be confidential, except as necessary to enforce or vacate any arbitration award. You, we, the arbitrator, and any witnesses in the arbitration proceeding shall have the right to attend such proceedings in person or remotely via video conference or other technological means, unless the arbitrator deems such remote attendance to be excessively impractical or unfair. You also agree (1) that any dispute between you and us shall be resolved only on an individual basis and that you (and we) waive any right to bring a claim on a class-action or representative basis or to have a claim brought in such a way by any other person or party and (2) that any dispute between you and us regarding any Services not delivered under a separate Professional Services Agreement between you and us must be filed consistent with the requirements of this section within one year of accrual or be permanently barred. You and we also agree that, to the maximum extent permitted by law, neither you nor we shall be entitled to recover any punitive or exemplary damages, regardless of the nature of the dispute.]

SECTION 12 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at [email protected]