Terms Of Service - Roy, Inc.

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Terms Of Service

ROY IS NOT AFFILIATED WITH ANY UNIVERSITY, COLLEGE, SCHOOL, OR SIMILAR EDUCATIONAL INSTITUTION OR ORGANIZATION. NO STATEMENT BY ROY SHALL BE CONSTRUED AS BEING MADE ON BEHALF OF OR ENDORSING ANY UNIVERSITY, COLLEGE, SCHOOL, OR SIMILAR EDUCATIONAL INSTITUTION OR ORGANIZATION. 

Welcome to Roy! These Terms of Service (“Terms”) govern your access and use of the Roy NIL marketplace made available via our mobile applications and the Roy website currently located at www.joinroy.com, as well as all other information services and materials made available thereby (collectively, the “Services”).

These Terms are a contract by and between Roy, Inc. (“Roy,” “we,” “us”) and you. “You” means you as an individual, as well as any organization, entity, or business on whose behalf you are accessing or using the Services. You represent and warranty you have the authority to bind both you, individually, and such organization, entity, or business (if applicable) to these Terms.

By (i) accessing or using the Services, (ii) clicking “Create Account,” “I Agree,” “Submit,” or a similar button or checkbox when prompted, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you must cease all access and use of the Services.

IMPORTANT NOTICE: AGREEMENT TO ARBITRATION. BY AGREEING TO THESE TERMS, USERS AGREE TO RESOLVE DISPUTES WITH ROY THROUGH BINDING ARBITRATION AND USERS WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS (AS DETAILED IN THE DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER IN SECTION 18 BELOW). PLEASE READ THESE TERMS CAREFULLY.

Roy may amend the Terms at any time in its sole discretion by posting a revised version of the Terms. Unless stated otherwise, access to or continued use of the Services after the “Last Updated” date of any revised Terms constitutes your acceptance of the revised Terms.

For Athletes: These Terms supplement the terms and conditions of any Sponsorship, License, and Campaign Agreement (“Campaign Agreement”) (or similar) between you and Roy. In the event of a conflict between these Terms and the terms and conditions of such other agreement, the terms and conditions of that other agreement will control with respect to the subject matter that is at issue.

1. Additional Policies
The following policies and guidelines are incorporated into the Terms by reference (“Additional Policies”):

 

2. What is Roy?
Our Services connect athletes (“Athletes”) with their fans and supporters (collectively referred to as “Fans”) through marketing initiatives (“Campaigns”) operated by an Athlete or their designee (“Campaign Owner”), which allow Fans to support Athletes. Athletes, Fans, and other Services visitors or users are collectively referred to as “Users” in these Terms.

These Campaigns let Fans purchase access to the events, videos, gifts or rewards in the form of tangible items or intangible services offered by Athletes to Fans as part of a Campaign (“Campaign Content”). These transactions initiated by Fans, and the funds that are contributed or paid as part of the transaction, are referred to as “Payments.”   The Services enable Athletes to create and promote Campaigns that Fans have access to in exchange for Payments.

In some cases, an organization that represents the interests of multiple fans will register with the Services (a “Collective” type of User). If you are a Collective, you represent and warrant: (i) that you are duly organized, validly existing, and in good standing under the laws of the state under which you are organized; (ii) you have the power and authority to enter into these Terms and perform your obligations hereunder; (iii) you are under no contractual or legal obligation that will in any way interfere with your full, prompt, and complete performance hereunder; (iv) the person entering into these Terms on your behalf has the authority to do so; and (v) you have every right and authority to take any action with respect to the Services that you purport to undertake. You hereby agree to indemnify, defend, and hold harmless Roy and its affiliates, related entities, agents, officers, and directors from and against any and all claims, losses, liabilities, damages suits, or other causes of action brought by any member, owner, customer, participant, or other individual or entity associated with the Collective. The Collective is the only legal entity permitted to bring a claim against Roy under these Terms in connection with the Collective’s use of the Services.  References to “Fans” will include Collectives, where applicable and reasonable.

The following are the types of Campaigns that are made available on Roy:

  • Recruit Campaign: A Recruit Campaign is one where an Athlete is considering offers from colleges and universities before making a decision as to which offer to accept. The Recruit Campaign is “Fulfilled” when the Athlete accepts an offer and otherwise performs its obligations under the Campaign Agreement. Payments from Fans that were directed to the school that is chosen by the Athlete will then be disbursed to the Athlete in accordance with the terms and conditions of the Campaign Agreement. If the Athlete does not choose the school that was the subject of the Fan’s Payment, then the Payment will be refunded to the Fan in accordance with Roy’s Refund Policy.
  • Roster Campaign: A Roster Campaign is associated with Athletes who are currently enrolled and actively participating in sports at their current school. It allows Fans to support the Athlete during their current season. The Roster Campaign is Fulfilled when the Athlete performs their obligations under the Campaign Agreement to make Campaign Content available to Fans. If the Athlete does not choose to stay at the school that was the subject of the Fan’s Payment for the following sports season, then the Payment will be refunded to the Fan in accordance with Roy’s Refund Policy. Roster Campaigns may be created and managed by Roy without any agreement or contract with the Athlete that is the subject of the Campaign. BY CONTRIBUTING TO A ROSTER CAMPAIGN, THE FAN ACKNOWLEDGES AND AGREES THAT (a) THE ATHLETE MAY NOT BE AWARE OF THE CAMPAIGN AND MAY NOT HAVE A RELATIONSHIP WITH ROY; (b) THE CAMPAIGN MAY NOT BE SUCCESSFUL OR EVER FULFILLED; AND (c) THE ATHLETE MAY NOT EVER PROVIDE ANY CAMPAIGN CONTENT IN RESPONSE TO THE PROSPECTIVE CAMPAIGN. Any Payment made to a Prospective Campaign will be held by Roy pending Roy’s entering into a Campaign Agreement with the Athlete that is the subject of the Campaign and the Athlete’s Fulfillment of the Campaign. Payments made to Prospective Campaigns will be refunded to the Fan in accordance with Roy’s Refund Policy
  • Transfer Campaign: A Transfer Campaign is created by an Athlete when the Athlete is exploring opportunities in the NCAA Transfer Portal. This usually involves considering offers from different schools and engaging Fans to support their decision-making process. The Transfer Campaign is Fulfilled when the Athlete accepts an offer and otherwise performs its obligations under the Campaign Agreement. Payments from Fans that were directed to the school that is chosen by the Athlete will then be disbursed to the Athlete in accordance with the terms and conditions of the Campaign Agreement. If the Athlete does not choose the school that was the subject of the Fan’s Payment, then the Payment will be refunded to the Fan in accordance with Roy’s Refund Policy.

3. All User Obligations
We grant you a limited, non-exclusive, non-transferable, and revocable license to use Our Services, subject to these Terms and solely in accordance with applicable laws. The following restrictions in particular apply:

  1. You are responsible for your Account. To use many of the Services, you will need to register and create an account with a username and password (“Account”). You must provide us with accurate and complete information, and you must update your Account information as needed to keep the information accurate and complete. You may not impersonate anyone else, choose a username that may offend someone, or violate any individual’s rights. You are solely responsible for maintaining the confidentiality of your Account and for all activities associated with or occurring under your Account. If you suspect or discover any unauthorized use of your Account, you should notify Roy immediately by contacting us at support@joinroy.com. We are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your Account with or without your knowledge.
  2. Terminating your Account. You may submit a request to terminate your Account by contacting us at support@joinroy.com. This will not automatically delete User Content (defined below). We may need to retain certain information as required by law or as necessary for our legitimate business purposes. These Terms, including our rights to User Content, survive termination of an Account. Should you violate any of the Terms, We reserve the right to terminate, suspend, or take any other action related to your Account at Our sole discretion. You may not access Our Services if We have prohibited you from doing so.
  3. You must be an age of majority. You must be an age of majority in your jurisdiction  to sign up for an Account and use Our Services. Notwithstanding the foregoing, if you are creating an account as an Athlete and you are under the age of majority, you may use the Services with a parent or guardian’s verified written consent.
  4. Follow the law and Our policies. You may not take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you may have toward any party. You may not upload, post, or submit to or via the Services any software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data (collectively, “User Content”)  that are illegal, violate any of Roy’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation. All Users must abide by Our Community Guidelines. It is your responsibility to continuously monitor Community Guidelines as these may be updated from time-to-time at Roy’s sole discretion.
  5. Be truthful. Do not post information you know is false, misleading, or inaccurate. Do not do anything deceptive or fraudulent. All information you provide in connection with your Account must be accurate and up-to-date.
  6. Respect the rights of others. You may not threaten, abuse, harass, defame, or engage in behavior that is libelous, tortious, obscene, profane, or invasive of another’s privacy.
  7. Avoid spam and unsolicited communications. You may not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Do not run mail lists, listservs, or any kind of autoresponder or spam on or through the Services.
  8. Respect the property of others. Do not distribute software viruses or any other programs designed to interfere with (1) the proper function of any software, hardware, or equipment on the Services or (2) the use of the Services by any other User.
  9. Do not engage in activities that affect the functioning of the Services. You may not bypass any measures that We have put in place to secure Our Services, take actions to gain unauthorized access to any system, data, passwords, or other Roy or User information or Services, reverse engineer or take apart any aspect of the Services to access any underlying information, or use any kind of software, code, or other technology device to “crawl,” scrape, or “spider” any part of the Services.
  10. Fees. There are no fees for creating an Account on the Services.  Fans and Collectives may be charged a Roy Service Fee of 6.00% for making Payments towards a Campaign. Athletes may be charged fees for their use of the Services, as outlined in the Campaign Agreement.
  11. Communications. By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at support@joinroy.com.

4. Fans-Purchasing Content
As a Fan, when you make a Payment, you understand that the following rules and Terms apply (in addition to all other Terms, including Additional Policies).

  1. ROY DOES NOT GUARANTEE THAT CAMPAIGN CONTENT WILL BE DELIVERED OR DEEMED SATISFACTORY. By making a Payment in connection with a Campaign, Fans are buying the right to receive exclusive Campaign Content from a Campaign Owner. If the Campaign Owner does not Fulfill a particular Campaign and Roy does not provide access to the Campaign Content, then ROY will refund Payments to Fans and Collectives in accordance with the Refund Policy.  Fans and Collectives accept the risk that the Campaign may experience changes, delays, and unforeseen challenges. Roy undertakes no duty to investigate claims made by Campaign Owners. Roy also does not endorse, guarantee, make representations, or provide warranties regarding the health, prospects, potential, quality, morality or legality of any Campaign User, Campaign, Content or Payment, or the truth or accuracy of any Content posted on the Services. The date to deliver Campaign Content is an estimate by the Campaign Owner (not Roy), and there is no guarantee that the Campaign Owner will fulfill and deliver the Campaign Content by that date. No transfer of title to tangible personal property occurs through ROY.
  2. Refund. Roy offers a limited refund to Fans and Collectives, subject to the Refund Policy. Roy does not offer refunds outside Our Refund Policy, but may do so under our sole discretion. Roy has no obligation to participate or become involved in any dispute between Customer and Campaign Owner concerning a refund.
  3. Credit Card Charges. Roy will only accept Payments via credit card. Roy will not accept Payments via debit cards, prepaid cards, or direct bank account or automated clearing house (“ACH”) transfer. When you pay, your card will be charged the amount of the Payment after you confirm and submit your Payment information. Payments will always be subject to applicable taxes.  Credit card payment processing services for Campaigns on Roy are provided by third party providers, and you may be required to consent to additional terms from such third party providers in order to utilize the payment processing services. As a condition to Roy enabling credit card payment processing services, you agree to provide Roy accurate and complete information about yourself, and you authorize Roy to share any such information with such payment provider, as well as transaction information related to your use of the payment processing services. We are not responsible for the performance of any third-party credit card processing or third-party payment services.
  4. Taxes are your responsibility. Fans and Collectives bear the sole responsibility for determining how to treat their Payments and receipt of any Campaign Content for tax purposes. Roy does not offer any advice or take any responsibility for how Fans and Collectives treat their Payments or for any financial consequences arising out of such treatment.

5. Roy’s Role

  1. We may remove User Content or cancel Campaigns and refund Payments in Our discretion. Roy may remove User Content that violates Our Terms of Service in Our sole discretion. Removing User Content, terminating an Account, or cancelling Campaigns and refunding Payments are not actions We take lightly, and We may take a while to investigate and determine if such actions are warranted. It is in Our sole discretion whether to discuss the reasons for taking action against any User Content or Account.
  2. We do not provide tax or legal advice to Users. Users bear sole responsibility for determining how the applicable laws apply to running a Campaign, purchasing Content, or utilizing any of the Services.
  3. We will not mediate or arbitrate, or otherwise participate in, any User disputes. Users must resolve disputes with other Users between themselves and without the involvement of Roy. Roy makes no representations or warranties regarding any act or omission of any User and is not liable or responsible for the acts or omissions of any User.

6. Roy’s Intellectual Property

  1. Roy Intellectual Property. As between you and Roy, the Services, including all related software, code, images, copy, information, materials and other works (excluding User Content and Campaign Content) (collectively, “Roy Content”), and all Roy trademarks and services marks in the Services, including the Roy name, logos, and trade dress, are the sole and exclusive property of Roy. All rights reserved. The Services are legally protected by copyright, trademark, service marks, patent, trade secrets, and other U.S. and international intellectual-property laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in the Services and any Roy Content. You agree not to change, translate, or otherwise create derivative works of the Services or any Roy Content.
  2. License to Use Roy Content. Roy hereby grants you a non-exclusive, limited, non-transferable, non-sublicensable right and license to access and use the Roy Content solely for the purposes of using the Services in accordance with all of the terms and conditions herein and in accordance with all applicable laws.
  3. Use Restrictions. Users shall not:
    • Decompile or reverse engineer the Services.
    • Sublicense or allow any other person to use the Services.
    • Use the Services for any purpose other than as set forth in these Terms.
    • Interfere with the use of Services by any other User.
    • Copy, reproduce, modify, adapt, translate, or create derivative works from the Services or any Roy Content.
    • Remove, alter, obscure, or tamper with any trademark, copyright, or other proprietary markings or notices affixed to or contained within the Services or any Roy Content.
    • Permit any competitor of Roy to access the Services using your credentials.
    • Encourage or permit any third party to engage in any of the foregoing.
  4. No Warranties by Roy. Roy’s operation of the Services does not constitute making any representations, warranties, or undertakings about the services in connection with this Agreement.
  5. Third-Party Acts. Roy shall not be liable for any acts or omissions of third parties using the Roy Content or Services.
  6. Ownership of Materials. Roy owns all intellectual property rights developed or used in connection with the Campaign, excluding Athlete’s trademark rights in the Athlete Marks. Roy may use contractors for content production, and Roy is responsible for the contractors’ acts or omissions.

7. Fan’s Intellectual Property

  1. Ownership of User Content. Fans and Collectives retain ownership of any User Content they submit to the Services.
  2. License to Roy. By submitting User Content to the Services, Fans and Collectives grant Roy a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the services provided by Roy, including promoting and redistributing part or all of the Services in any media formats and through any media channels.
  3. Representations and Warranties. Fans and Collectives represent and warrant that:
    • They own or have the necessary rights, licenses, consents, and permissions to grant the above license to Roy.
    • The User Content does not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, or other proprietary rights.
    • The User Content complies with all applicable laws and regulations.
    • The User Content is unique and original to the Fan and is not the product of any generative AI solution or other technological device.
  4. Prohibited Content. Fans and Collectives agree not to submit User Content that:
    • Is illegal, fraudulent, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
    • Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.
    • Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware.

Removal of Content. Roy reserves the right, but not the obligation, to monitor and remove any User Content that it deems in violation of these Terms or otherwise inappropriate. Roy also reserves the right to refer any User and their information to law enforcement, in its sole discretion.

8. Roy’s Rights Concerning User Accounts; Termination

  1. We reserve the right to monitor, terminate, suspend, or delete any User Account at any time in Our sole discretion. We have no obligation to comment on any reasons for Account monitoring, termination, suspension, or deletion.
  2. We have no liability to you or third parties for any use of the Services associated with your Account or Campaign. Upon suspension or termination of your Account, you must cease all use of the Services and User Content. Your representations and warranties shall survive termination.
  3. Roy reserves the right to suspend or terminate a Campaign if it does not comply with this agreement or in its sole discretion. In the event of termination, Roy may refund any and all Campaign funds received by a Campaign Owner to backers and may seek reimbursement from you for any funds you have already received from Roy. Roy may also avail itself of any of the remedies provided for in this Agreement and any remedies available to enforce its rights under this Agreement or applicable law.

9. System Outages and Maintenance
The Services may be unavailable for scheduled maintenance and other reasons, including unplanned outages and other malfunctions. We are not responsible if the Services are unavailable, or if you lose any data, information, or User Content for any reason.

10. Indemnity
You agree to defend, indemnify and hold harmless Roy, Our subsidiaries and affiliated companies, and Our officers, directors, employees, partners, contractors, representatives, agents, and third party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to, use or misuse of the Services, breach or these Terms or violation of any applicable laws. We reserve the right, in Our sole discretion and at Our own expense, to assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us as reasonably required in the defense or settlement of any such matters.

11. No Warranty
ROY HAS NO FIDUCIARY DUTY TO ANY USER. THE SERVICES, ROY CONTENT, USER CONTENT, AND ANY OTHER MATERIALS MADE AVAILABLE OR THROUGH THE USE OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ROY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ROY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF ROY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD-PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD-PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.

12. Disclaimer of Liability

  1. Use the Services at your own risk. We make no representations about the quality, safety, morality or legality of any Campaign, Contact or Payment or the truth or accuracy of User Content posted on the Services. We do not guarantee the fulfillment or the performance of any Campaign Content, or that Payments will be used as described in the Campaign. We do not control or endorse User Content posted on the Services or in any Services and, as a result, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such User Content. Roy is not liable for any damages or losses related to your use of the Services. We do not become involved in disputes between Users, or between Users and any third party relating to the use of the Services.
  2. You release us from all claims. When you use the Services, you release Roy from claims, damages, and demands of every kind – known and unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or related to the Services. All Content that you access or use through the Services is entirely at your own risk and you solely are responsible for any resulting damage or loss to any party.
  3. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND USER CONTENT, AND ANY CONTACT YOU HAVE WITH OTHER USERS OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER ROY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE; (F) ANY COMMUNICATIONS OR OTHER INTERACTIONS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES; OR (G) YOUR CAMPAIGNS OR PAYMENTS. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF ROY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, SERVICES, OR USER CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO ROY BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE.
    THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

13. Waiver and Release (for CA Residents)
California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

14. Legal Disputes Not Subject to Arbitration Will Be Handled In Minneapolis, MN and Subject to Minnesota Law.
Roy is based in Minneapolis, Minnesota. For any action not subject to arbitration, you and Roy agree to submit to the personal jurisdiction of a state court located in Minneapolis, MN or the United States District Court for the District of Minnesota. The Terms and the relationship between you and Roy shall be governed in all respects by the laws of the State of Minnesota, without regard to its conflict of law provisions.

15. Legal Disputes Subject to Arbitration, Dispute Resolution, and Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Roy agree that this arbitration undertaking is made pursuant to or in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act at 9 U.S.C. Section 1, et seq. Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to interactions between users); and claims that may arise after the termination of these Terms. The only disputes excluded from this Section are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you are waiving your right to trial by jury or to participate in a class action. We are also waiving these rights. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

By agreeing to these Terms, you agree to resolve any and all disputes with Roy as follows:

  1. Pre-Arbitration Dispute Resolution: For any and all disputes, claims, or controversies you may have against Roy (“Disputes”), whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute informally by contacting us by sending an email to support@joinroy.com with a detailed notice (“Notice”). Your Notice must contain all of  the following information: (1) your full name; (2) your mailing address; (3) your email address, including the email address you used to register an Account with Roy; (4) a written detailed description of the Dispute; (5) the nature and basis of the claim(s); and, (6) the nature and basis of the specific relief you seek. Likewise, Roy agrees that if Roy has a Dispute with you, Roy will first send a detailed notice to your e-mail address associated with your Roy Account. Roy’s notice will likewise set forth a detailed description of the Dispute, the nature and basis of the claim(s), and the nature and basis of the relief Roy is seeking. You and Roy agree to negotiate in good faith, for a period of at least sixty (60) days from the date of the Notice, in an effort to resolve the Dispute. Should Roy request a telephone conference with you in an effort to resolve your Dispute as part of this Pre-Arbitration Dispute Process, You agree to personally participate (with your counsel if you are represented).If we do not resolve the Dispute within sixty (60) days after receiving your Notice, then you may pursue resolution of the Dispute in arbitration, pursuant to Section 18(b) below. You may pursue your Dispute in a court only under the circumstances described below. A court shall have the authority to enjoin the filing of any lawsuit or arbitration demand concerning a Dispute where the filing party failed to comply with these Pre-Dispute Arbitration Process terms, including failing to provide complete Notice as describe above or failing to participate in good faith in the Pre-Arbitration Dispute Resolution process. If such an action challenging compliance of this Pre-Arbitration Dispute Resolution process is commenced before a court (“Challenged Action”), You agree that any actions pending in court or arbitration that are the subject of the Challenged Action shall be stayed, including the stay of any filing fees that might otherwise be due, until the Challenged Action is resolved.
  2. Arbitration Procedures:
    If the Dispute has not been resolved during the Pre-Arbitration Dispute Resolution process and is not subject to the arbitration exclusions, then either party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms set forth below. All Disputes shall be resolved before a single arbitrator in accordance with the American Arbitration Association (“AAA”), applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. You must provide a copy of your Arbitration Demand to support@joinroy.com and allow Roy the opportunity to review the Arbitration Demand prior to filing the Arbitration Demand with the AAA. Your and Roy’s responsibility to pay administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous.  If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative fees and costs, arbitration fees and costs, and/or other fees incurred as a result of the frivolous claim.  You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
  3. Location of Arbitration and Applicable Law: If you live in the United States, you may initiate the arbitration in your hometown area or through the AAA office located in Minneapolis, Minnesota. If you live outside the United States, you must initiate and litigate the arbitration through the JAMS office located in Minneapolis, Minnesota. Either party may ask that the arbitration including the hearings, arguments, and all conferences be conducted telephonically or by video conference (e.g., Skype). The Terms and the relationship between you and Roy shall be governed in all respects by the laws of the State of Minnesota, without regard to its conflict of law provisions.
  4. Delegation Clause: Except for Challenged Actions described above which may be resolved by a court, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Additional Policies, including but not limited to any claim that all or any part of these Terms and the Additional Policies, is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered in any court with jurisdiction.
  5. Class Action Waiver: The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THIS MEANS THAT YOU AND ROY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
  6. Consolidated Actions: The parties expressly agree that separate individual arbitrations shall be consolidated, upon request made by Roy to the arbitration provider, if such separate individual arbitration relate to or arise out of the same or substantially the same transaction(s) or occurrence(s). Consolidation means that any and all separately initiated arbitrations are all heard by a single arbitrator.  If Roy requests consolidation of multipole arbitrations, then the parties to the consolidated cases will be deemed to have waived their right to designate an arbitrator as well as any contractual provisions with response to the site of the arbitration. The following factors may be considered in requesting consolidation of arbitrations:
    • The arbitrations have a common question of law or fact;
    • The issues in the multiple arbitrations are largely identical;
    • There are common claims, disputes, defenses, and relationships between or among the parties in the different arbitrations;
    • One or more parties is named in multiple pending arbitrations;
    • The arbitrations relate to the same campaign featured on the Services;
    • Consolidation will save time and resources; or,
    • One party will be seriously prejudiced by having multiple arbitrations heard separately.

Should Roy move to consolidate individual arbitrations (“Consolidation Motion) that includes your Dispute, you and Roy agree that your Dispute shall be stayed, including any filing, administrative, or arbitrator’s fees, pending the outcome of the Consolidation Motion.  Should your Dispute proceed as a consolidated action, you and Roy agree to stay any filing, administrative, or arbitrator’s fees applicable to your Dispute unless and until your individual Dispute advances through the arbitration proceedings.

By agreeing to these Terms, you are waiving your right to trial by jury or to participate in a class action. We are also waiving these rights.

  1. Exclusions from Arbitration: Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ agreement to resolve Disputes through arbitration, either party may (1) bring enforcement actions, validity determinations or claims arising from or relating to misuse, Infringement, or misappropriation of intellectual property theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights); and/or (2) seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
  2. 30-Day Right to Opt-Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above. You can opt out of the arbitration and class action waiver provisions set forth above by sending an email from your registered email address on Roy to us at support@joinroy.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” To opt-out, you must send the email to Roy with the required language within thirty (30) days of the later of the following: (i) of your creation of an Roy Account; or (ii) the date of notice from Roy of a material change to this Section via email to you. To be clear, if you opt out of the arbitration and class action waiver provision, you will be able to pursue any potential claims in a court of law and can participate in a class action or other class proceeding if you so desire. If you do not opt out properly, you agree to arbitrate any Dispute and waive your right to participate in a class action. If you opt out of the arbitration and class action waiver provisions, we will not be subject to them either with respect to any disputes with you, meaning Roy can also litigate in a court of law and be subject to class action litigation.
  3. Severability: If a court or arbitrator decides that any portion of this Section 18 is invalid or unenforceable, then the portion shall be severed from the Terms and/or deemed modified, only to the extent necessary to make it lawful. Such invalidity shall not affect the enforceability of any other provisions of the Terms that are not invalid or unenforceable. To affect the modification of the portion, the portion shall be deemed deleted, added to, and/or rewritten, whichever shall most fully preserve the intentions of the parties as originally expressed herein.
  4. Choice of Law: The Terms and the relationship between you and Roy shall be governed in all respects by the laws of the State of Minnesota, without regard to its conflict of law provisions. This “Dispute Resolution, Arbitration and Class Action Waiver” section shall survive any termination of your Account, these Terms, or the Services.

16. Third Party Sites. The Service may include links and functionality that connect to external sites and applications not operated by us, such as social media platforms and sites hosted by third-party providers (“Third Party Sites”). From time to time, we may offer Third-Party Sites through the Service. We neither control nor endorse these Third-Party Sites and are not responsible for their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety, nor for any intellectual property rights associated with them. Nothing in these Terms constitutes a representation or warranty by us regarding any Third-Party Sites. We have no obligation to monitor these services and may block or disable access to them (in whole or in part) at any time. The availability of Third-Party Sites through the Service does not imply our endorsement of or affiliation with any provider of such services, nor does it create any legal relationship between you and any such provider. Your use of any Third Party Service is at your own risk and subject to any additional terms, conditions, and policies applicable to that service (such as the provider’s terms of service or privacy policies). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER WE NOR OUR THIRD-PARTY PROVIDERS ARE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM (I) YOUR RELIANCE ON ANY SERVICE INFORMATION, INCLUDING ANY OPINION, ADVICE, PRODUCT, SERVICE, CONTENT, OR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE OR ANY THIRD PARTY SITE, OR (II) YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, PRODUCT, SERVICE, CONTENT, OR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE OR FROM A THIRD PARTY SITE. PLEASE SEEK PROFESSIONAL ADVICE AS NEEDED REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, CONTENT, OR OTHER INFORMATION FOUND ON THE SERVICE OR ANY THIRD PARTY SITE.

17. Promotions. Any sweepstakes, contests, raffles, surveys, games, or similar promotions (“Promotions”) made available through the Service may be governed by rules separate from these Terms. If you participate in any Promotions, please review the applicable rules and our Privacy Policy. These Terms will apply to all Promotions; however, if the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

18. Changes and Amendments: Roy reserves the right, at any time and without notice to you, to change or discontinue any part of the Service, the availability of any Products or Third-Party Sites, or these Terms, at its sole discretion. We may modify these Terms from time to time by notifying you of such modifications through reasonable means, including posting the revised Terms via the Service. Your continued access to or use of the Service, Products, or Third-Party Sites after such modifications constitutes your acceptance of the modifications. Any such modifications will not apply to any dispute between you and Roy that arose prior to your acceptance of the modified Terms.

19. Export Controls: You are obligated to adhere to United States export controls, including any violations such as United States embargoes or other federal regulations that restrict exports. You affirm, warrant, and pledge that you are not (a) situated in, a resident of, or a national of any country subject to U.S. government embargoes or other restrictions, or designated by the U.S. government as a “terrorist supporting” nation; or (b) listed on any of the U.S. government’s restricted end user lists

20. USA PATRIOT Act: To help the government fight the funding of terrorism and money laundering activities, federal law requires we obtain, verify, and record information that identifies each person who creates a relationship. Meaning, when you create a relationship, we may ask for your name, address, date of birth and/or other information that will allow us to identify you. You expressly represent, warrant, and agree that you will not use the Services to engage in any transaction, act, or omission that violates or causes Roy or any of its third-party service providers to violate any applicable laws, regulations, or rules, including without limitation, regulations of the Office of Foreign Asset Control, sanctions or executive orders, or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network. You represent that neither you nor any of your owners, directors, employees, or agents are subject to any OFAC sanctions.

21. Miscellaneous
We may modify or discontinue the Services at any time, in our sole discretion. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Roy’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

22. Contact Us
If you have questions regarding these Terms, please contact us at: support@joinroy.com.