Last revised February 26th, 2019
Scope; Third-Party Sites
You agree to indemnify, defend (at Ronati’s option) and hold harmless the Ronati Indemnified Parties (as defined below) from and against: (a) any claim brought or threatened by a third-party arising from your breach of any provision, term, restriction, warranty, or representation of the third-party terms and conditions listed above; and (b) your willful acts or omissions, negligence, or other similar wrongdoing that results in any Ronati suspension, termination, or loss of access rights to any third-party marketplace where your Listing is posted. You will pay all costs (including, but not limited to, court costs and reasonable attorneys’ fees and costs), damages, losses, liabilities, expenses, penalties, judgments and settlements incurred by the Ronati Indemnified Parties, or which the Ronati Indemnified Parties otherwise become subject to, in connection with or arising from the obligations of this Section. You may not settle any such claim without Ronati’s prior written consent. Ronati may assume the defense of any such claim at its option and your expense, but this shall not limit your other obligations under this Agreement.
Ownership of the Site
Ronati makes no claim of ownership on your User Generated Content.
Site Access, Security and Restrictions; Passwords
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
Violations of system or network security may result in civil or criminal liability. Ronati will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
Your Use and Conduct
Ronati provides you with an inventory management and syndication tool that allows you to manage product and services listings on one or more third-party websites (“Listings”). By accessing the Site, you agree:
to allow Ronati to post and manage the Listings you provide to us on third-party websites on your behalf;
to comply with all applicable laws in connection with your use of the Site, including, without limitation, laws regarding online conduct and submission of acceptable User Generated Content and Listings;
not to use the Site or the services or submit content or Listings to the Site if you are under the age of 18;
not to access the Site or services using a third-party’s account/registration without the express consent of the account-holder and not to attempt to impersonate another user or person;
not to create Listings for or otherwise sell or offer to sell products or services that you do not have the full right, title, or authority to sell, distribute, or offer to sell, or for any other purpose or intent that does not in good faith agree with the purpose or spirit of the Site;
not to create or offer fraudulent or false Listings;
not to harass, annoy, intimidate, or threaten any end user, customer, or potential customer for the Listings you are offering through the Site; and,
not to use the Site for any illegal purposes or in any way otherwise inconsistent with any and all applicable laws, rules, and regulations.
You agree to comply with the above user conduct and agree to not assist or permit any person in engaging in any conduct that does not comply with the above user conduct.
Accuracy and Integrity of Information
Although Ronati attempts to ensure the integrity and accuracy of the Site and your Listings, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site, the Listings, and the other Content thereon. It is possible that the Site and Listings could include typographical errors, color errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site and Listings by third parties. To prevent such errors, you must verify the data in your listings on Ronati and third-party websites. After all, you are the best qualified to locate and correct such errors. In the event that an inaccuracy arises, please inform Ronati so that it can be corrected. Ronati reserves the right to unilaterally correct any inaccuracies on the Site and Listings without notice. Information contained on the Site and Listings may be changed or updated without notice. Additionally, Ronati and third-party websites shall have no responsibility or liability for information or Content posted to the Site from any non-Ronati affiliated third-party, including other users of the Site.
Typographical Errors and Incorrect Pricing
In the event Ronati lists or provides your Listing with any error, such as an incorrect price or Listing description, we shall have the right to modify, or refuse or cancel any orders placed for your product / service listed at the incorrect price on your behalf. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed by a third-party consumer of your Listing. In the event of such cancellation, you agree to promptly issue a credit or refund to the third-party consumer’s account in the amount of the incorrect price and pay any associated cancellation fees.
Order Cancellations and Modifications
Online Account Information
You must create an account to use our Site. You may be required to submit credit card or bank account information for third-party fees associated with your Listings. If you provide any information that is untrue, inaccurate, not current or incomplete, including, without limitation, having an invalid or expired payment method on file, or if Ronati has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Ronati has the right to block your current or future use of the Site (or any portion thereof) and/or terminate this Agreement with you.
To use our services offered through the Site, you must provide Ronati with passwords and account information for applicable third-party websites. We use industry standard physical, technical and administrative security measures, and safeguards to protect the confidentiality and security of your personal information. However, since the Internet is not a 100% secure environment, we cannot guarantee, ensure, or warrant the security of any information you transmit to us, including password, credit card, or bank information. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information for our Site. Please note that emails and other communications you send to us through our Site are not encrypted, and we strongly advise you not to communicate any confidential information through these means.
You will indemnify, defend (at Ronati’s option) and hold harmless Ronati, its affiliates and their respective employees, directors, officers, representatives and agents (“Ronati Indemnified Parties”) from and against any claim brought or threatened by a third-party arising from: (a) your breach of any provision, term, restriction, warranty, or representation in this Agreement; (b) your willful acts or omissions, negligence, or other similar wrongdoing; or (c) your failure to comply with any applicable law or regulation. You will pay all costs (including, but not limited to, court costs and reasonable attorneys’ fees and costs), damages, losses, liabilities, expenses, penalties, judgments, and settlements incurred by the Ronati Indemnified Parties, or which the Ronati Indemnified Parties otherwise become subject to, in connection with or arising from any such claim. You may not settle any such claim without Ronati’s prior written consent. Ronati may assume the defense of any such claim at its option and your expense, but this shall not limit your other obligations under this Agreement.
Export Policy and Restrictions
You acknowledge that the products and content you offer through your Listings may be subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By your use of the Site, you agree to abide by the applicable laws, rules, and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, your products or services to a foreign national or a foreign destination in violation of the law. You agree that you will not use any products, or provide or offer any products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury, U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Ronati from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
Links to Other Sites
Ronati makes no representations whatsoever about any other website that you may access through this Site. When you access a non-Ronati website, please understand that it is independent from Ronati, and that Ronati has no control over the content on that website. In addition, a link to a non-Ronati website does not mean that Ronati endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk.
User Generated Content, Reviews, Feedback and other Postings to the Site
If you submit, upload or post any Listings or comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Site (“User Generated Content”), you agree not to provide any User Generated Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other Site users through unsolicited email, telephone calls, mailings or any other method of communication. You represent and warrant to Ronati that you have the legal right and authorization to provide all User Generated Content to Ronati for the purposes and Ronati’s use as set forth herein. Ronati shall have a royalty-free, irrevocable, transferable right and license to use the User Generated Content in whatever manner Ronati desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create databases of, create derivative works from and/or sell and/or distribute such User Generated Content and/or incorporate such User Generated Content into any form, medium or technology throughout the world. Ronati is and shall be under no obligation (1) to maintain any User Generated Content in confidence; (2) to pay to you any compensation for any User Generated Content used by Ronati; or (3) to respond to any User Generated Content.
Ronati makes no claim of ownership on your User Generated Content.
Ronati does not regularly review posted User Generated Content but does reserve the right (but not the obligation) to monitor and edit or remove any User Generated Content submitted to the Site. You grant Ronati the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make. Ronati and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third-party.
You agree to defend, indemnify, and hold Ronati harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Ronati arising out of any User Generated Content you post or allow to be posted to the Site.
Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
Ronati respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Ronati’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Site
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Notice”) complying with the following requirements.
- Identify the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled. Please include, if applicable, the URL of the page on the Site where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Copyright Agent:
2100 East Bay Drive, Suite 219
Largo, FL 33771
United States of America (“USA”)
Disclaimer of Warranties
RONATI DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. RONATI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE. RONATI IS NOT RESPONSIBLE FOR THE TERMS, ACTIONS, OR OMISSIONS, OF ANY THIRD-PARTY SERVICE TO WHICH IT POSTS YOUR LISTINGS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. RONATI DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. RONATI DOES NOT GUARANTEE OR WARRANT THAT YOUR INFORMATION, INCLUDING YOUR CREDIT CARD, BANK ACCOUNT, OR FINANCIAL INFORMATION WILL BE SECURED OR PROTECTED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY YOU MAY BE SUBJECT TO SEPARATE TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES BY THE MANUFACTURER OR SELLER OF THE PRODUCTS OR SERVICES TO YOU. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR COMPLIANCE WITH SUCH SEPARATE TERMS AND CONDITIONS.
Limitation of Liability Regarding Use of Site
RONATI AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF RONATI TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $100 (ONE HUNDRED DOLLARS).
Dispute Resolution; Arbitration Agreement.
We will try work in good faith to resolve any issue you have with Site, including products and services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.
YOU AND RONATI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ronati agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.