Client Terms and Conditions

Root Optimization, LLC. End User License Agreement (EULA) and Terms and Conditions

This is an agreement (“Agreement”) between you (“Customer” or “you”), and Root Optimization, LLC. (“Root Optimization”). Please read this Agreement and the Terms of Use and Privacy Policy published by Root Optimization on its websites from time to time, which Terms of Use and Privacy Policy (collectively, together with this Agreement, the “Root Optimization Terms”) are incorporated herein by reference, before using any Root Optimization software programs, display advertising products or other products and services (collectively, “Root Optimization Tools and Services”). BY ACCEPTING THIS AGREEMENT OR INSTALLING ANY ROOT OPTIMIZATION TOOLS AND SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE ROOT OPTIMIZATION TERMS.

Root Optimization TOOLS AND SERVICES.

(a) General. On the terms and subject to the conditions set forth herein, Root Optimization hereby grants to you a non-exclusive, non-transferable, revocable, limited license to use the Root Optimization Tools and Services selected by you through an electronic order form or other product/service activation mechanism (the “Order Form”).

(b) Software. If your Root Optimization Tools and Services include any software (collectively, “Software”), you may not exceed the number of simultaneous or concurrent users specified by the applicable user documentation, and you may use the Software only for the purpose authorized by such documentation. All Software is licensed on a subscription basis pursuant to the terms and conditions set forth herein. Root Optimization may provide updates to the Software on a periodic basis, which will be a component part of the Software and governed by this Agreement.

(c) SEO. If you purchase search engine optimization services as part of the Root Optimization Tools and Services (“SEO”), you covenant to provide Root Optimization, and Root Optimization’s obligation to provide SEO services is conditioned on receiving, direct and remote access (including, without limitation, login credentials, approvals from any hosting service providers or other third parties, and other appropriate permissions) to your websites that are the subject of SEO services to the extent necessary for Root Optimization to provide SEO services. You shall be fully and solely responsible for (i) any changes to your websites made in accordance with the provision of SEO, and (ii) the security and integrity of your websites subject to SEO.

LIMITATIONS ON USE.

(a) You may provide the data and other information generated in connection with your use of the Root Optimization Tools and Services only to individual consumers in connection with the provision of related services in the normal course of business as conducted by you before entering into this Agreement and if in Real Estate, warrant that you are compliant with Section 8 of the Real Estate Settlement Procedures Act (“RESPA”).

(b) You may not and will not (i) attempt to determine the source code for any Root Optimization Tools and Services, modify, adapt, reprogram, or create derivative works of any Root Optimization Tools and Services or translate, disassemble, decompose or otherwise reverse engineer any Root Optimization Tools and Services; (ii) sublicense, rent, lease, assign or resell for profit or distribute any Root Optimization Tools and Services or, except as provided above, any of their reports, information or data; (iii) allow anyone else to access or execute any Root Optimization Tools and Services. Taking, or attempting to take, any of these actions will automatically terminate, without notice from Root Optimization, your right to use the applicable Root Optimization Tools and Services. You represent that you have not procured the Root Optimization Tools and Services for use in developing programs similar to, or that compete with, the Root Optimization Tools and Services, and you covenant not to use any data or information contained in the Root Optimization Tools and Services for such purposes either during or after the term of this Agreement.

(c) If your Root Optimization Tools and Services include any software, any opinions, statements, services, offers or other information expressed or made available by third parties via the Software (“Software Content”) is provided solely and exclusively by the authors or distributors of the Software Content and not by Root Optimization. ROOT OPTIMIZATION ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, ANY SOFTWARE CONTENT.

SUBSCRIPTIONS; FEES.

(a) General. Root Optimization Tools and Services are offered on a one-time/standalone basis and/or on subscription basis. Where Root Optimization Tools and Services require payment from you, such payments may consist of one-time “Setup or Configuration Fees” and/or periodic “Subscription Fees.”

(b) Subscription Data. In connection with your subscription to Root Optimization Tools and Services, you will (i) provide accurate, current and complete information as prompted by an Order Form, and (ii) ensure that the information remains accurate, current and complete.

(c) Payment. If any fees are payable for Root Optimization Tools and Services, (i) such fees will be set forth in the Order Form; (ii) all Setup and Configuration Fees will be due immediately upon Root Optimization’s acceptance of the Order Form and are non-refundable; and (iii) until the subscription is cancelled or terminated hereunder, all Subscription Fees will be automatically charged on a monthly basis to the billing source authorized by you. All Subscription Fees are payable in advance commencing upon the “activation” of your Root Optimization Tools and Services and are not refundable. You are not entitled to any refund of fees paid for Root Optimization Tools and Services that you are not able to access or use if such inability is caused by your noncompliance with this Agreement or the Root Optimization Terms.

You must provide Root Optimization with a valid credit card or other payment method approved by Root Optimization. You hereby authorize Root Optimization to charge the card automatically for all fees in advance until your subscription is cancelled or terminated hereunder, and if payment by any form other than a credit card is approved by Root Optimization, the activation of your Root Optimization Tools and Services may be delayed for up to fourteen (14) days following payment to allow for processing. If any fees owed hereunder are not paid on a timely basis (and in any event within thirty (30) days after payment is due), Root Optimization may, in addition to any other available remedies, suspend or terminate your right to the Root Optimization Tools and Services, and all fees and other amounts accrued and owed but not yet paid to Root Optimization will become immediately due and payable.

Subscription Fees are exclusive of applicable taxes, and you are responsible for paying all taxes, government charges and similar levies or amounts payable in connection with your use of the Root Optimization Tools and Services. If your account is referred to an attorney or collection agency for handling, you will be liable to pay all fees, costs and expenses incurred by Root Optimization in connection therewith, including, without limitation, court costs and reasonable attorneys’ fees.

Root Optimization may, in its sole discretion, modify the Subscription Fees for any Root Optimization Tools and Services at any time after the initial subscription term set forth in your Order Form. Root Optimization will provide you with thirty (30) days’ prior written notice of any such price modification (for the avoidance of doubt, written notice shall include notice via e-mail).

(d) Co-Marketing Agreements. Root Optimization does not permit an entity or individual not subject to this Agreement to pay for your use of Root Optimization Tools and Services. As such, you warrant that you are paying your own fees and subscriptions. It is a violation of this agreement to pay, in whole or in part, for an advertisement of another.

TERM AND TERMINATION OF AGREEMENT. THIS AGREEMENT, AND YOUR LICENSE/SUBSCRIPTION TO USE ALL APPLICABLE ROOT OPTIMIZATION TOOLS AND SERVICES, WILL CONTINUE IN EFFECT FOR THE INITIAL SUBSCRIPTION TERM SET FORTH IN YOUR ORDER FORM. THEREAFTER, YOUR LICENSE/SUBSCRIPTION WILL CONTINUE ON A MONTHLY BASIS, AT THE THEN-CURRENT ROOT OPTIMIZATION RATES. IF YOU WISH TO CANCEL, YOU MUST REQUEST CANCELLATION IN WRITING AT LEAST 30 DAYS PRIOR TO THE END OF THE INITIAL SUBSCRIPTION TERM. IF YOU WISH TO CANCEL AFTER THE INITIAL SUBSCRIPTION TERM, YOU MUST REQUEST CANCELLATION IN WRITING AND A 30 DAY NOTICE WILL APPLY. ANY REQUEST FOR CANCELLATION MUST BE SUBMITTED VIA EMAIL TO SUPPORT@ROOTOPTIMIZATION.COM. Notwithstanding the foregoing, if you violate this Agreement or any Root Optimization Terms, Root Optimization may, in addition to any other rights, immediately terminate your license/subscription without any notice or other action by Root Optimization, and any amounts that you have prepaid for the Root Optimization Tools and Services will be forfeited. Additionally, Root Optimization may suspend your use of any Root Optimization Tools and Services upon notice from any third party (including any governmental agency or authority) that your use of any Root Optimization Tools and Services violates or may violate any federal, state or local law or regulation, until such time Root Optimization receives reasonable assurance that your use does not violate such law or regulation. Root Optimization may, in its sole discretion, terminate this Agreement and your license/subscription without cause at any time. If Root Optimization terminates your license/subscription other than upon your violation of this Agreement or applicable law, Root Optimization will either, at its sole option, continue to provide such Root Optimization Tools and Services for the remainder of your subscription term or refund to you a prorated portion of any prepaid Subscription Fees. Upon termination or expiration of this Agreement, your access to all Root Optimization Tools and Services will immediately terminate.

(a) Early Termination Fee. In the event (i) you choose to terminate or cancel your service prior to the end of the current contract term; or (ii) your contract is cancelled due to non-payment, you will be charged a cancellation fee of up to twice your monthly billing amount. This fee will be charged to the active credit card on file, if applicable, or due within thirty (30) days of termination or cancellation of your contract. Unpaid balances, including assessed cancellation fees, may be referred to an attorney or collection agency, and may also be subject to additional fees assessed by the attorney or collection agency. Prepaid amounts are not refundable. OWNERSHIP. As between Root Optimization and you, Root Optimization is the sole owner of all right, title and interest in and to the Root Optimization Tools and Services (other than your Submissions or other content you personally include in the Root Optimization Tools and Services), including all intellectual property rights therein. Except for the limited licenses expressly granted hereunder, Root Optimization reserves all right, title and interest in and to the Root Optimization Tools and Services, including all intellectual property rights therein. Without Root Optimization’s prior written permission, you may not remove, alter or conceal any Root Optimization copyright, trademark or other notices appearing on or in the Root Optimization Tools and Services or any material you generate in connection with your use thereof.

INDEMNIFICATION. You will indemnify and hold harmless Root Optimization and its affiliates, and their respective directors, officers and employees, from and against any and all third-party claims, and all costs, losses, damages, judgments, fees and expenses (including, without limitation, the reasonable fees and expenses of attorneys and other professionals) incurred or suffered in connection with such third-party claims, that arise out of, result from or are related to (i) your actual or alleged violation of this Agreement, the Root Optimization Terms, or your actual or alleged violation of any applicable laws in connection with your use or access of the Root Optimization Tools and Services; (ii) any activity related to access to or use of the Root Optimization Tools and Services by you or any person accessing the Root Optimization Tools and Services through you; (iii) any Submission that you provide, including, without limitation, any claim that a Submission infringes, misappropriates or otherwise violates a third party’s intellectual property rights or other rights; and/or (iv) the failure of any Customer Website or any content included therein to comply with the requirements of any applicable law, regulation, guideline or policy established or promulgated by any federal, state or local government, or any industry or body, including, without limitation, the ADA, WCAG, FHA and 28 C.F.R. Section 36.302(e).

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ROOT OPTIMIZATION OR ITS AFFILIATES BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OR DESTRUCTION OF DATA, LOSS OF PROFITS OR BUSINESS INFORMATION OR BUSINESS INTERRUPTION OR ANY OTHER SIMILAR LOSS OR DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER ROOT OPTIMIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF ROOT OPTIMIZATION TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID BY YOU FOR ROOT OPTIMIZATION TOOLS AND SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000).

AMENDMENT. Root Optimization may, in its sole discretion, modify, add or remove portions of this Agreement or the Root Optimization Tools and Services at any time. Root Optimization may notify you of any such changes by sending notice via e-mail, postal mail or other means. Your continued use of Root Optimization Tools and Services following such notice shall constitute your acceptance of such modification.

CHOICE OF LAW; JURISDICTION; NO JURY TRIAL. This Agreement will be governed by the laws of the Commonwealth of Virginia, without reference to Virginia’s choice-of-law rules, and, to the extent applicable, the intellectual property laws of the United States. Any dispute arising out of this Agreement that cannot be resolved by the parties may be resolved in the state or federal courts located in Norfolk, Virginia (the “Chosen Courts”), each party hereby irrevocably consents to personal jurisdiction and venue in the Chosen Courts, and you covenant not to initiate any claim, complaint or dispute in any court other than the Chosen Courts. THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY ACTS OR OMISSIONS OF EITHER PARTY HERETO IN CONNECTION THEREWITH, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

RELEASE. You release Root Optimization and its affiliates, and their respective directors, officers, employees and agents, from all liability related to any claims and demands you may assert against any third party arising out of the Root Optimization Tools and Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

COMMUNICATIONS. By accepting this agreement, you consent to receiving emails, calls, prerecorded messages, voicemails, and texts from Root Optimization, whether to provide you information or to market products (and whether made through use of an autodialer or other means). Message and data rates may apply. You understand that this consent is not required in order to make a purchase, this consent applies even if you have registered your phone number on the national Do Not Call registry, and you can revoke your consent at any time.

MISCELLANEOUS. The relationship of you and Root Optimization established hereunder is that of independent contractors. Root Optimization will not be liable to you for any default or delay in the performance of any of its obligations hereunder if the default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions, riots or civil disorders; domestic or international terrorism, accidents or unavoidable casualties or other catastrophes; interruptions in the Internet or communications facilities or delays in transit or communications; supply shortages or any failure by a third party to perform any commitment; or any other occurrences that are beyond Root Optimization’s reasonable control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, then the remaining provisions will nevertheless remain in full force and effect. The failure of a party to enforce at any time any provision of this Agreement will not be deemed to be a waiver of the right of such party thereafter to enforce such provision(s). The parties do not intend to, and do not, create any third-party beneficiary rights hereunder. This Agreement, together with each applicable Order Form, the Root Optimization Terms, and other related documentation, constitute the entire, final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede all previous or contemporaneous agreements or representations, oral or written, relating to the subject matter hereof.