Rooney Writing LLC

TERMS AND CONDITIONS

Updated July 26, 2019


 

Welcome and thank you for your interest in Rooney Writing LLC. Our website, located at https://www.rooneywriting.com (and all related pages), is provided for your information.

These Terms and Conditions reflect your agreement with us and apply to all our Products and Services, including without limitation and by way of example only:

  • your proper and authorized use of our Site, including all pages related to https://www.rooneywriting.com,
  • your access to, and use of, Products and Services provided by us,
  • your participation in any survey or contest,
  • any User Content you may provide to us, and
  • your purchase of our merchandise.

THESE TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (COLLECTIVELY “TERMS”) ARE A BINDING LEGAL AGREEMENT. PLEASE READ THE FOLLOWING CAREFULLY. BY ACCESSING OUR SITE, EXECUTING AN AGREEMENT WITH US, OR USING OUR OTHER PRODUCTS AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY OUR TERMS. YOU FURTHER AGREE THESE TERMS ARE EFFECTIVE WHETHER OR NOT YOU READ THEM. 

Some words in these Terms have specific meanings and the definition of such words are detailed in our Definitions Section.

  1. Free Trials
  2. Changes to Terms
  3. Products and Services
  4. Site
  5. Accounts and Registration
  6. License
  7. Limitations
  8. Bugs, Errors and Updates.
  9. User Content
  10. Limited License to Rooney Writing LLC: User Content
  11. Release: User Content
  12. Payment
  13. Audit/Monitoring
  14. Eligibility
  15. Linked Accounts
  16. Assignment of Improvements
  17. Refusal to Provide Products and Services
  18. Copyright
  19. Trademarks
  20. Intellectual Property Violations
  21. Relief for Breach
  22. Business Partners
  23. Links/Third-Party Products and Services
  24. Electronic Communications
  25. Indemnity
  26. Disclaimers and Limitations on Liability
  27. Choice of Law/Applicable Laws
  28. Notices
  29. Definitions
  30. General Terms

 

  1. Free Trials.

These Terms, including our PRIVACY POLICY, apply equally to any evaluation or free trial period. If you are using our Products and Services under a free trial period, your use of our Products and Services is only permitted for the stated time period. Such trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, expressed or implied.

 

  1. Changes to Terms.

We reserve the right to change or cancel our Terms, our Products and Services, and our other policies and agreements at any time in our sole discretion. The most current version of our Terms is available on our Site and shall replace all previous versions. Any revision will have a new “Updated on” date at the beginning. Your only recourse, if you disagree with our Terms, is to discontinue your access and/or use of our Products and Services.

 

  1. Products and Services. 

We will use industry-standard procedures to provide our Products and Services. Please consult our Disclaimers.

We make no promise to continue to provide our Products and Services and may cease to offer, support, maintain, or update our Products and Services in our sole and exclusive discretion, which shall not be a breach of these Terms or any other agreement we may have with you.

 

  1. Site 

Our Site is merely informational in nature unless you sign up for an account or purchase our Products and Services. We may make changes to the Site at any time without notice to you, however, we make no commitment to update the Site for any reason. In addition, Information on the Site or our Products and Services may be out of date, inaccurate, incomplete, or contain errors or omissions. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim against us. Further, except for these Terms, the Site shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Information published on the Site may refer to Products and Services that are not available in your location. We are not responsible for any User Content displayed on our Site, whatsoever.

 

  1. Accounts and Registration. 

Access to our Site does not require an account. You may be required, however, to register for an account to access and use some of our Products and Services. When you register for an account, you may be required to provide us with some Personal Data (such as your name, e-mail address, credit card information, mailing address, event location, and event dates). You agree that the Personal Data you provide to us is accurate. When you register, you may be asked to create a user name and/or password. If so, you are solely responsible for maintaining the confidentiality of your login information. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s user name, password, or account at any time.

You agree that we cannot and shall not be liable for any loss or damage arising from your failure to these requirements.

 

  1. License. 

Subject to these Terms and any fees we charge to use our Products and Services, we grant you a terminable, worldwide, non-exclusive license to use our Products and Services solely for their intended purposes.

 

  1. Limitations.

a.  We retain all Intellectual Property contained in our Products and Services. Any unauthorized use of our Products and Services may violate Intellectual Property and other applicable Laws.

b. We do not grant to you any further license to access, copy, reproduce, modify, prepare, or create Derivative Works of, publicly display, publicly perform, sublicense, transfer, assign exploit, or distribute our Products and Services, except that YOU MAY FREELY USE OUR PRODUCTS AND SERVICES FOR YOUR OWN PERSONAL, NON-COMMERCIAL PURPOSES. HOWEVER, YOU MAY NOT POST OUR PRODUCTS OR SERVICES, IN WHOLE OR IN PART, DIGITALLY OR IN PRINT, INCLUDING POSTS ON SOCIAL MEDIA FOR ANY PURPOSE.

c.  For clarity, you agree, warrant, and represent that you will not, without our prior written permission,

1) Use any of our Products and Services except as permitted in these Terms,

2) Copy, modify, improve, revise, or create Derivative Works to our Intellectual Property without our prior written permission,

3) Reverse assemble, compile, decompile, disassemble, re-engineer, or reverse compile the whole or any part of our Intellectual Property,

4) Sub-license or redistribute any of our Products and Services without our prior written permission,

5) Remove any Intellectual Property ownership or management information from our Products and Services, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices incorporated into our Products and Services,

6) Use our Products and Services for any illegal purpose whatsoever, or in violation of applicable Laws,

7) Provide, post, upload, or distribute any User Content that violates a third party’s legal rights, is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,

8) Interfere with our Products and Services or any third party’s use of our Products and Services in any manner,

9) Use our Products and Services to make unsolicited offers or advertisements to third parties in violation of any applicable laws,

10) Use our Products and Services to attempt to collect Personal Data about third parties without their consent,

11) Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,

12) Frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) displayed on our Site or in our Products and Services without our prior written permission,

13) Purchase search terms or use any metatags or any other “hidden text” utilizing our names or trademarks without our prior written permission,

14) Attempt to hide your identity, or

15) Use any robot, spider, automated technology, device, or manual process to monitor or copy our Site or use any of the same to interfere, or attempt to interfere, with our operations.

 d.  You may not attempt to develop your business through use of any part of our Intellectual Property. You shall not, directly or indirectly, anywhere throughout the world, present, develop, manufacture, produce, market, sell, or provide any product or service that uses any concepts, formats, presentation methods, terminology and/or other Intellectual Property owned by us or that is specifically derived from or attributable to our property.

e.  Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to our Intellectual Property except as specifically granted by written agreement, signed by you and us.

f.  This Section, including all subsections, shall survive termination of your use of our Products and Services and any other agreement you may have with us.

 

  1. Bugs, Errors and Updates.

In the event you or we discover bugs or errors in our Products and Services, we will endeavor to correct such issues in accordance with industry standards to the extent those issues cause our Products and Services to fail in their intended purposes. In the event we are unable to correct such bugs or errors, your only recourse shall be to stop using our Products and Services. Please consult our Disclaimers for more information.

You grant us permission to install upgrades, updates, and improvements to our Products and Services that are purchased, licensed, or leased from us in our sole reasonable discretion.

 

  1. User Content. 

For clarification, User Content includes, without limitation, photographic stills, text, audio, video, and multi-media owned by you or used by you with permission from a third Person. It may be commentary, a testimonial, or a video. It may include images, names, or a human individual’s voice. You are solely responsible for any User Content and hold us harmless, and indemnify us and our Business Partners, from and against any liability, including attorneys’ fees and costs, arising from such User Content whatsoever. By way of example only and not by way of limitation, if you post video of an individual, make sure you have that individual’s consent.

Any views or opinions expressed in any User Content and displayed on our Site (with your permission) or elsewhere do not necessarily state or reflect our views or opinions.

Your sole and exclusive remedy for your or any third Person’s loss or damage to, or caused by, User Content will be for us to identify the User Content as belonging to you. We do not maintain, backup or otherwise retain User Content on your behalf.

You affirm, represent, and warrant that:

  • You are the creator and owner of, and/or have the necessary licenses, rights, consents, and permissions to use User Content,
  • To the best of your knowledge, all User Content is true and accurate and transmission thereof to us does not violate any applicable Laws, and
  • User Content does not and shall not: (i) infringe, violate, or misappropriate any third-party right, including any Intellectual Property or other proprietary right, or (ii) slander, defame, harass, or libel any third party.

 

  1. Limited License to Rooney Writing LLC: User Content.

By providing us with any User Content (e.g. a testimonial), you hereby grant us a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise access and use User Content (a) to provide Products and Services requested by you, and (b) to post authorized User Content in whole or in part on our Site or social media pages for any purpose(s), and (c) for any commercial, analytical, or statistical purposes, alone or in combination with other content, whatsoever, and in any form and format. This license shall continue unless terminated by notice to us from you, whereupon we shall delete, pseudonymize, or anonymize your User Content on our Site or in our possession or control and on any social media within a reasonable period of time of your notice. We shall not be required to remove, alter, or collect User Content published or distributed and not under our control prior to your notice of termination.

Except as permitted herein, we will not aggregate, monetize, or otherwise use your Personal Data for commercial, analytical, or statistical purposes in any manner that would allow third Persons to associate such Personal Data with you. For more information, please consult our Privacy Policy.

This Section, including all subsections, shall survive termination of your use of our Products and Services and any other agreement you may have with us.

  1. Release: User Content.

You hereby release, discharge, and agree to hold Rooney Writing LLC and our Affiliates and Business Partners, harmless from any liability whatsoever for any Claims, including attorneys’ fees and costs, by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in our use of authorized User Content, as well as any publication thereof, including, without limitation, any Claims for libel, false light, or invasion of privacy.

 

  1. Payment

Fees paid for Products and Services are NONREFUNDABLE. 

You agree that we may bill charges through the payment method specified in your account or as otherwise specified by you, for example, a credit card. You authorize such credit card account to pay any amounts so paid or contributed by you and authorize us and our authorized payment processor (a Business Partner) to charge all sums described and authorized to such credit card account. You agree to provide us, or our Business Partners who process your payment, with updated information regarding your credit card account upon our request and any time the information earlier provided is no longer valid. We enter into agreements with third-party processors requiring Personal Data to be maintained as confidential. To the extent we have knowledge of any request for disclosure of your Personal Data relating to payment to a governmental authority or legal process, we will notify you at your last-known email address. 

Payment for all Products and Services is due prior to receipt and is to be made to Rooney Writing LLC. Credit card information is maintained on our Business Partners’ secure servers and is password protected until it is no longer required, at which time it will be deleted. 

This Section, including all subsections, shall survive termination of your use of our Products and Services and any other agreement you may have with us.

 

  1. Audit/Monitoring Rights. 

We reserve the right to monitor all use of our Products and Services. In the event any monitoring reveals that licensed Products and Services are being used contrary to these Terms, you will be responsible for the payment to us of: 

  • additional fees consistent with your actual use of our Products and Services, and
  • our costs and expenses in performing any such audit

(collectively, fees, costs and expenses are “Assessments”). 

Any Assessments under this Section shall be without prejudice to any other rights and remedies we may have for breach of these Terms. Our decision not to perform an audit shall not relieve you of your obligations under these Terms

This Section, including all subsections, shall survive termination of your use of our Products and Services and any other agreement you may have with us for two (2) years.

 

  1. Eligibility 

You must be the age of majority in the jurisdiction in which you reside to use our Products and Services

Our Site may be accessed by children, but we do not knowingly allow children to purchase, license, or lease Products and Services or to provide User Content to us without parental permission. 

By agreeing to these Terms, you represent and warrant to us that: (a) you are the age of majority in your jurisdiction, or are not under eighteen (18) if you reside in the U.S., and are competent to agree to these Terms; (b) you have not previously been suspended or removed from using our Products and Services; and (c) your use of our Products and Services is in compliance with any and all applicable Laws. If you are using our Products and Services on behalf of a company or organization, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization as well as others acting on behalf of that organization.  

 

  1. Linked Accounts. 

We may, now or in the future, permit you to register for an account, provide User Content, or purchase, license, or lease our Products and Services through certain Linked Accounts. By using a Linked Account, you agree that we may access and use any account information from the Linked Account that you have configured to be made available to third parties in this manner, and you agree to the Linked Account’s terms of use regarding your use of our Site through that Linked Account. If you have reason to believe that your account is no longer secure, you must immediately notify us at support@RooneyWriting.com. You may alter our access permissions by changing the settings on your Linked Account.

 

  1. Assignment of Improvements. 

Any Improvement to our Products and Services is owned by us, even if such Improvement is conceived of, developed, or created by you. 

In the event you think of or create any Improvements based upon or derived from our Products and Services, you agree: (a) to promptly notify us of any such Improvement, providing all appropriate information for us to develop and utilize such Improvement by contacting support@RooneyWriting.com, and (b) without the necessity of further agreement, to assign to us all rights, title, and interest in any such Improvement. You agree to promptly execute all documents, prepared at our expense, that are reasonably necessary to reflect this assignment without any further consideration.

 

  1. Refusal to Provide Products and Services. 

You understand and agree that we have the right to refuse to provide Products and Services to you or any other individual for any reason in our sole discretion except as otherwise disallowed by applicable Laws. We also have the right to remove or delete any User Content you provide to us (directly or through our social media or through any link to our social media (e.g. using “@” or “#” with our Marks) without notice to you. Such refusal shall not be a breach of these Terms or any other agreement with you and shall not subject us to any liability for Claims, including attorneys’ fees and costs, without limitation, even if you suffer damages.

 

  1. Coypright.

Some portions of our Products and Services may be copyrighted and owned solely by us or are used by us under license from a third party. Your unauthorized use of such copyrighted Products and Services, in whole or in part, may violate U.S. Copyright Laws, as well as other applicable Laws. You may not use our copyrighted materials without our written permission in any other manner than for your own personal and noncommercial use (excluding placing our materials on any social media site without our prior written permission).

 

  1. Trademarks. 

We own the following trademark(s) and trade name(s) (“Marks”), whether registered in the U.S., elsewhere in the world, or utilized at common law: 

ROONEY WRITING

MARKETPLACE BIZ 

This list may not be complete and we may own additional Marks that are not listed herein. If you have questions about our Marks, please contact mailto:support@rooneywriting.com. You may not use any of our Marks without our written permission. Notwithstanding, if you wish to post testimonials  or other User Content resulting from the use of our Products and Services on your own social media or website, you may use #RooneyWriting or @RooneyWriting in that post.

 

  1. Intellectual Property Violations.

 In the event you believe your Intellectual Property rights have been violated, please contact support@RooneyWriting.com and provide us with all of the following information: 

  • Your, or your authorized agent’s, physical or electronic signature as the Intellectual Property owner; 
  • Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available; 
  • Identification and location of the infringing material within our Site, our social media, or other specific locations within our possession and control; 
  • Your contact information, including name, physical and email addresses and telephone number(s); 
  • A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the Law; and 
  • A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent). 

Note, we require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing. 

 

  1. Relief for Breach. 

We reserve all rights and remedies at law and equity in the event you breach any of these Terms or violate our rights in any manner. You agree that we may proceed with such injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that if you have cloned or are using a clone of our Products and Services (including, without limitation, our Site), in whole or in part, or have intentionally or recklessly misutilized our Products and Services for yourself or a third Person in violation of any Laws, for any reason, you shall be liable for all damages incurred by us, any profits you have earned through such breach (without duplication), and you may be subject to an injunction to prevent further breach. We may also terminate your ability to use our Products and Services, without reimbursement for payments made to us, for any breach of these Terms.

 

  1. Business Partners. 

We may have agreements with Business Partners, which partners may change without notice. We do not grant you any rights to further use our Business Partners’ names or trademarks without their prior written permission. For information regarding Personal Data that may be shared with our Business Partners, please consult our Privacy Policy.

 

  1. Links/Third-Party Products and Services.

 Any reference or link to another company, website, or service does not constitute or imply any ownership, sponsorship, endorsement arrangement, or any other relationship with us. We make no representation regarding these third Persons and have no control over how third Persons use information, their use of “Cookies,” or the safety of content on their websites. Please consult our Privacy Policy and the information regarding Linked Sites in that policy. Should you be directed to a third-party website, we disclaim any and all liability whatsoever (as more specifically detailed by our Disclaimers). Should you have any questions regarding these third Persons or the information shared, please contact support@RooneyWriting.com

 

  1. Electronic Communications. 

For Site visitors or our customers located outside of the EU/EEA, by accessing our Site and/or downloading, licensing, accessing, or using our Products and Services or contacting us for further information, you consent to receiving our electronic communications. 

At this time, our Products and Services are not offered for download in the EU/EEA. For visitors located within the EU/EEA, we will not contact you except as detailed in our Privacy Policy. 

You will be provided with an option to opt out of communications from us in each communication. 

You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting unsubscribe@RooneyWriting.com. We will remove your e-mail from our database for such e-mails within a reasonable time period. Notwithstanding, our delay in complying with your opt-out request shall not be considered a breach of these Terms.

 

25. Indemnity.

In addition to all other indemnification detailed in these Terms, you agree to hold harmless and indemnify us, including for attorneys’ fees and costs, from and against any third-party Claims arising in any way from your acts or omissions that cause damage or injury to such third party and for your breach of these Terms.

 

  1. Disclaimers and Limitations on Liability. 

Your use of our Products and Services shall not form the basis of, or be relied upon in connection with, any additional contract or commitment whatsoever.

 Except as provided herein, our Products and Services are provided “AS IS” and “AS AVAILABLE” without any warranties, express or implied. You understand and agree that use of our Products and Services involves some risk. Accordingly, you hereby assume all risks of use, whatsoever, and waive any rights of action against Rooney Writing LLC as a result of any injury or condition that may result from such use, and hold Rooney Writing LLC harmless and release us from any and all Claims, including attorneys’ fees and costs, arising out of any damage, loss, or injury to you, your employees, contractors, family members, guests, invitees, customers, heirs, and successors, whether such loss, damage, or injury results from our negligence or from any other cause.

 

TO THE EXTENT PERMITTED BY LAW, ROONEY WRITING LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (i) WARRANTIES OF MERCHANTABILITY, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) EXPECTED OR INTENDED RESULTS, AND (iv) NON-INFRINGEMENT. WE DISCLAIM ANY AND ALL LIABILITY FOR YOUR INABILITY TO USE OUR PRODUCTS AND SERVICES FOR ANY REASON. 

WE DISCLAIM ANY AND ALL LIABILITY REGARDING THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF OUR PRODUCTS AND SERVICES. 

IN NO EVENT SHALL ROONEY WRITING LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, WITH RESPECT TO, OR RESULTING FROM, OUR PRODUCTS AND SERVICES.  

IN THE EVENT PRODUCTS AND SERVICES ARE PURCHASED OR USED IN A JURISDICTION THAT DOES NOT PERMIT ALL OR A PART OF THESE DISCLAIMERS, THE MAXIMUM AMOUNT RECOVERABLE FOR ALL CLAIMS RESULTING IN A FINAL JUDGMENT, WHETHER BROUGHT AT ONCE OR SEPARATELY OVER TIME, SHALL BE RESTRICTED TO THE PURCHASE PRICE PAID FOR THE SPECIFIC PRODUCT OR SERVICE AT ISSUE (WHICH HAS GIVEN RISE TO THE CLAIM) AND SHALL ONLY BE AVAILABLE TO THE PERSON PURCHASING SUCH PRODUCT OR SERVICE.

 

  1. Choice of Law/Applicable Laws. 

Unless otherwise agreed upon or specified herein, you agree that any legal problems or issues arising as a result of our Products and Services, User Content, or these Terms whatsoever are subject to the Laws of the State of Colorado, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict of laws. Jurisdiction shall only be appropriate in the Colorado state courts in the county in which Rooney Writing LLC has its principal place of business or the U.S. District Court of Colorado over matters concerning Products and Services. Further, you and Rooney Writing LLC expressly and irrevocably consent to the personal and subject matter jurisdiction and venue in these courts for any Claim made relating to these Terms and/or our Products and Services. You also agree that, unless against the applicable Law in the Jurisdiction, you shall only assert Claims against Rooney Writing LLC in an individual (non-class, non-representative) basis, and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself. 

We administer our Products and Services from our offices in Colorado, USA. We make no representation that our Products and Services are appropriate or available for use in your jurisdiction, and access to our Products and Services from territories where its content is illegal is prohibited. If you choose to access, download, license, lease, purchase, and/or use our Products and Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws.

 

28.  Notices.  

Any notice, request, demand, or other communication required under these Terms must be in writing and will be deemed sufficiently given upon delivery if mailed by U.S. mail, postage pre-paid or by hand delivery. All such notices will become effective on the date of receipt. 

Any notice to Rooney Writing LLC should be provided to: 

Rooney Writing LLC

P.O. Box 1161

Grand Junction, Colorado 81502

USA

 

Email: support@RooneyWriting.com 

Questions or comments regarding these Terms may be sent to:

support@RooneyWriting.com

  • (for questions regarding our Products and Services

support@RooneyWriting.com

  • (for legal issues or questions regarding these Terms (including our Privacy Policy))

 

  1. Definitions.

a.  “Affiliate” means, for so long as one of the following relationships are maintained, a business entity owned by, controlled by, or under common ownership or control with another Person to the extent of more than fifty percent (50%) of the equity (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of another or any Person controlled by, controlling, or under common control with another Person. 

b.  “Business Partners” are Persons with whom we enter into agreements to assist with distributing our Products and Services, including without limitation and by way of example only, to process payments, to analyze traffic, and to communicate with you.

c.  “Claim” means any disagreement whatsoever, including, without limitation, any controversy, dispute, demand, cause of action, litigation, or other legal proceeding whatsoever. 

d.  “Improvement” means any alteration, modification, change, or product or service derived from a pre-existing work, product, or service. 

e.  “Information” means any of our text, artwork, audio, video, or multimedia content, including without limitation and by way of example only, coursework, e-books, and product downloads, on our Site or included in our Products and Services

f.  “Intellectual Property” has the meaning generally and most broadly understood and includes, by way of example and not limitation, (i) all designs, specifications, processes, techniques, technology, drawings, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions, any of which may or may not be represented by patent applications, patents, trademarks, copyrights, moral rights, and trade dress, whether or not registered or registrable, and including all rights to related applications and registrations; (ii) confidential and/or proprietary information, Trade Secrets, ideas, concepts, and know-how; and (iii) publicity rights and privacy rights, all of the above (i), (ii) and (iii) in any form or format. 

g.  “Jurisdiction” for any Claims related to these Terms or the subject matter herein means the Colorado, U.S.A. county in which Rooney Writing LLC has its principal place of business or the U.S. Federal District Court of Colorado. 

h.  “Law” means all applicable federal, state, and local statutes, rules, regulations, ordinances, and related case law. 

i.  “Linked Account” means an account that you may have with a third-party website or social networking service from which account you are able to link to our Products and Services, including our Site

j.  “Person” means a human individual and/or a business entity as is applicable. 

k.  “Personal Data” is defined differently depending where you reside. If you reside in the United States, to the extent appropriate under applicable Laws, Colorado Law controls in these Terms except as superseded by U.S. Federal law. In the event you are located in the European Union/European Economic Area (“EU/EEA”), Personal Data will be defined by the applicable Laws where you reside, however, these Laws shall not over-ride the subject-matter and personal Jurisdiction of Colorado, U.S.A. as defined herein. 

l.  “Products and Services” means any and all offerings from us to you, including without limitation, our Site, Information on such Site, our downloadable materials, merchandise, surveys, contests, and other Products and Services we may offer or provide at any time. 

m.  “Site” or “Website” means https://www.RooneyWriting.com  and all pages associated with this domain name, any other Rooney Writing LLC Internet websites, and our Affiliates’ Internet websites, excluding User Content

n.  “Tax” means any charge, levy, impost, duty (including without limitation goods and Products and Services tax, value added tax, sales tax, withholding tax, stamp duty, or transaction duty), fee, deduction, and any interest, fine, or penalty charge that is assessed, levied, imposed, or collected by any government body. 

o.  “Trade Secret” has the meaning provided by Colorado law and U.S. Federal law (whichever is broader) as amended from time to time. 

p.  “Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other disposition of any kind, including, without limitation, transfers to receivers, levying creditors, trustees, or receivers in bankruptcy proceedings, or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly. 

q.  “User Content” means any information or material owned by you and provided to us in any form or format and through any media or medium and may include, by way of example only, Personal Data, audio-video material, linked content, surveys, and contest submissions. 

r.  This Section 29 and all subparagraphs shall survive termination of any agreement between you and us.

 

  1. General Terms. 

a.  Confidentiality. If you and/or Rooney Writing LLC have executed a confidentiality agreement, that agreement shall continue in full force and effect and the terms of such agreement are incorporated into these Terms as if fully set forth herein. 

b.  Reservation of Rights. All Intellectual Property contained within our Products and Services remains our exclusive property. We reserve all rights not expressly granted to you. 

c.  Assignability. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of Law, or otherwise without notice to you. You may not assign any of your rights or obligations under these Terms whatsoever. 

d.  Entire Agreement. These Terms constitute the entire understanding and agreement between you and Rooney Writing LLC, Inc. with respect to the subject matter covered herein and supersede all other prior agreements, understandings, or statements, written or oral, by or between us, if any, with respect to such subject matter. Notwithstanding, these Terms may be amended by us in our sole and exclusive discretion on notice by posting the most recent version of these Terms on our Site and notification to you if you have an account/registration with us. 

e.  Claims. In the event you have knowledge of any Claim made by a third party against you, or referencing you, and relating in any manner to our Products and Services, you will promptly notify us of such Claim. You will further assist us with all reasonable assistance in the defense of such Claim

f.  Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable Laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect and a court of competent Jurisdiction will endeavor to modify that clause in a manner that gives effect to the intent of these Terms

g.  Language. These Terms are to be construed in the English language. Any translated copy provided is for convenience only. The English language shall control in the event of any contradiction between the English language version and a translated version. Further, any Claim must be made and determined in the English language. 

h.  Force Majeure.  We will not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, service interruptions, power failures, inability of our Products and Services to work with your operating system, acts of God, Government restrictions, regulations, Laws, or sequester, continuing domestic or international problems such as wars, threats of terrorism, or insurrections, strikes, fires, floods, work stoppages, or embargoes. 

i.  Construction. Any reference to “herein” shall refer to these Terms generally and not to a specific Section. Headings and fonts are for convenience only. Anything that cannot be done “directly” under these Terms may also not be accomplished, and shall be a breach of these Terms, if accomplished “indirectly.” Any limitation on the use of our Products and Services or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” These Terms are not to be construed against the drafter. Any reference to “it” or “he” shall include the party so referenced, regardless of gender and whether a human individual or entity. 

j.  Waiver. Waiver of any provision of these Terms must be in writing to be effective. Waiver of any breach of any provision of these Terms will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision. 

k.  Contests. In the event we sponsor a contest, complete contest rules will be available on our Site. All Terms herein apply to any contest. These Terms shall control in the event of any conflict between contest terms and these Terms

l.  Other Laws. Nothing in this Agreement shall be construed to limit or negate any common or statutory law, including, without limitation, any such law of torts, fiduciary duties, or trade secrets, where such law provides a party with broader protection than that provided herein. Each of us hereby reserves all rights and remedies not specifically mentioned herein, whether in equity or law. 

m.  Survival. This Section 30 and all subparagraphs shall survive termination of any agreement between you and us.