Roamni Terms of Service
(Current at 30 December 2017)
Roamni may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions when you next use the service.
These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service (whether or not they are ‘works’ or ‘subject matter other than works’ which are also subject to separate copyright protection). The Service includes all aspects of Roamni, including but not limited to all products, software and services offered via the Roamni website, as well as software applications.
The Service may contain links to third party services that are not owned or controlled by Roamni. Roamni has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party services. Nothing in these Terms of Service shall be deemed to confer any rights or benefits provided through the Service from third-party providers which may vary, modify or restrict those rights or benefits without notice.
In addition, Roamni will not and cannot censor or edit the content of any third-party service. By using the Service, you expressly relieve Roamni from any and all liability arising from your use of any third-party service.
In order to access some features of the Service, you will have to create a Roamni Account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Roamni immediately of any breach of security or unauthorized use of your account.
Although Roamni will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Roamni or others due to such unauthorized use.
Roamni reserves the right to discontinue any aspect of the Service at any time.
General Use of the Service—Permissions and Restrictions
In your use of the Service, you will comply with all applicable laws. Roamni may choose to block or restrict your use of the service in the event that you or someone using your account has breached, threatened to breach, or appears (on reasonable suspicion) to be breaching or threatening to breach applicable laws.
Your Use of Content – Downloads
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content including downloads of all Content.
The Content on the Service is governed by these terms and conditions. In addition, the trademarks, service marks and logos on the Service whether registered or unregistered under the laws of any place (“Marks”), are owned by or licensed to Roamni, subject to copyright and other intellectual property rights under the law.
Content is provided to you AS IS. In return for your agreement to these Terms of Service, we grant you a contractual licence to access Content for your information and personal use solely as intended by us through functionality of the Service we provide.
You must not download any Content unless you see a “download” or similar link displayed by Roamni on the Service for that Content. You are permitted to make a temporary copy if the temporary copy is incidentally made as a necessary part of a technical process of using a copy. Apart from rights of private and domestic use on equipment which you own, you must not copy, reproduce, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Roamni or the respective hosts of the Content. Roamni and its licensors reserve all rights not expressly granted in and to the Service and the Content.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. You may not alter or remove any digital rights management information that Roamni or any third party provider has associated with any Content. The restrictions in this paragraph apply irrespective of whether such features are designed to prevent the infringement of copyright or for any other purpose.
You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Roamni is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Roamni with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Roamni, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
Your Content and Conduct – Uploads
As a Roamni account holder you may submit Content to the Service including all uploads. YOU AGREE that Roamni does not guarantee any confidentiality with respect to any Content you submit.
You are solely responsible for Content which you submit to the Service and for the consequences of uploading and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Roamni all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Roamni, you hereby grant Roamni a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, adapt, make available online or electronically transmit, and perform the Content in connection with the Service and Roamni’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display, publish, make available online or electronically transmit, and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in Content you submit to the Service terminate within a reasonable time after you remove or delete Content from the Service but the time may vary depending on technological constraints beyond our reasonable control. You understand and agree, however, that Roamni may retain, but not display, distribute, or perform, server copies of Content that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Roamni all of the license rights granted herein.
You further agree that you will not submit to the Service any Content or other material that is contrary to the Roamni Community Guidelines, currently found at http://www.roamni.com/community-guidelines/ which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
Roamni does not endorse and may not monitor, curate or edit any Content submitted to the Service by any user or other licensor, and Roamni expressly disclaims any and all liability in connection with Content.
It is your responsibility to comply with all laws including the law of defamation, all privacy laws and all censorship restrictions under the Classification (Films, Publications and Computer Games) Act 1995 https://www.legislation.gov.au/Details/C2017C00267 and the Classification Code http://www.comlaw.gov.au/Series/F2005L01284
Roamni expressly prohibits and does not authorise copyright infringing activities and infringement of intellectual property rights on the Service, and Roamni will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. Roamni reserves the right to remove or reject Content without prior notice.
Errors, inaccuracies and omissions
Occasionally there may be elements of the Service that contain typographical errors, inaccuracies or omissions. We reserve the right to change, correct or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content to:
(a) engage in any unlawful activity or violate the laws of any place having jurisdiction over that activity;
(b) solicit others to perform or participate in any unlawful acts;
(c) infringe the intellectual property rights of any person;
(d) alter or remove the digital rights management information attaching to any item on the site;
(e) alter, remove or seek to alter or remove any code attaching to any item on the site as an anti-circumvention device;
(f) collect or track the personal information of others;
(g) use any web-crawler, worm or other computer algorithm to obtain automated access to the content on this site or to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without our express written permission.;
(h) harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(i) submit false or misleading information or engage in conduct which is false or misleading or calculated to mislead or deceive including pretexting or phishing;
(j) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(k) engage in conduct with respect to the site for any obscene or immoral purpose; or
(l) interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
We reserve the right to terminate your use of the Service or any related website for engaging in any such prohibited use.
Together with the Roamni Community Guidelines and the Roamni Terms of Service (each of which may be updated from time to time and are incorporated herein by reference), the following Roamni payment terms apply to your participation in the Roamni Host Payment Program (the “Program”). Please read the payment terms carefully. If you do not understand or accept any part of these payment terms, you should not upload content for purchase on Roamni.
1. Payment Revenues. Roamni will pay you as follows:
a. Download Transaction Revenues. Roamni will pay you 50% of the total net revenues recognized by Roamni from transaction fees that are attributable to the download of your content as a percentage of the monthly downloads of all or a subset of participating content in the Roamni app offering (as determined by Roamni).
2. Payment Account Requirement. In order to earn or receive payment of any revenues hereunder, you must at all times have an active and validated bank account associated with your Roamni user account(s) (or such other payment method as required by Roamni). Roamni does not owe you for any revenues that may be associated with your content during any period in which you do not have a valid method of payment.
3. Payment Terms, Limitations and Taxes. To receive payments, you must log into the Roamni app once a month and request payment via the MyRoamni screen. Roamni will then pay you for any revenues due within approximately sixty (60) days after the end of any calendar month, so long as your earned balance is at least AUD $20 (or its equivalent in local currency) at the time payment is due. You are not entitled to earn or receive any revenues in connection with your Content in any of the following circumstances: (a) if one or more third parties claim rights to certain elements of your Content except in cases where Roamni’s policies or systems support sharing a portion of the revenues with you, as determined by Roamni; (b) if monetization is disabled on your Content by either you or Roamni; or (c) your participation in the Roamni Host Payment Program is suspended or terminated pursuant to Section 4 below. Roamni will use reasonable efforts to notify you if any of these circumstances should occur.
4. Termination. Either party may terminate these payment terms for convenience with 30 days prior written notice to the other (including via electronic means). Roamni may either suspend or terminate your participation in the Roamni Host Payment Program immediately upon written notice (including via electronic means) if Roamni reasonably determines or suspects that you have violated these payment terms. For clarity, in the event of any termination of these payment terms the Roamni Terms of Service will survive and continue to apply to your use of the Roamni service.
5. Governing Law. The governing law and dispute resolution provisions of the Roamni Terms of Service will also apply to these payment terms.
6. Miscellaneous. Capitalized terms used but not defined in these payment terms will have the meanings given to such terms in the Roamni Terms of Service. These Terms replace all previous or current agreements between you and Roamni relating to the Roamni Host Payment Program, including any prior monetization agreements that are in effect between you and Roamni as of the effective date. Except as modified by these Terms, the Roamni Terms of Service remain in full force and effect. Roamni’s right to modify or revise the Terms of Service (as described in the Roamni Terms of Service) will also apply to these payment terms.
Disclaimer of warranties; limitation of liability
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service 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.
In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation 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 Service or any goods, including art work, procured using the Service, or for any other claim related in any way to your use of the Service or any goods, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or goods) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Our liability shall be limited to the maximum extent permitted by law.
To the extent that our liability for any guarantee imposed by law in relation to the provision of the Services may not be excluded by any of the above provisions, our liability shall be limited to:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
You agree to indemnify, defend and hold us harmless subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable lawyers’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third party.
In the event that any provision of these Terms of Service is determined by a Court or the opinion of Senior Counsel 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, such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Roamni without restriction.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
The failure of us to exercise or enforce any right or provision of these Terms of Service on one or more occasions shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and 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.
Legal Capacity to Accept Terms of Service
You affirm that you are either more than 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then you are not permitted by these Terms of Service to use the Service.
We provide these Terms of Service with our Service so that you know what terms apply to your use. You acknowledge that we have given you a reasonable opportunity to review these Terms of Service and that you have agreed to them.
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.