The following terms of service (these “Terms of Service” or this “Agreement”) govern the provision by Rollo (“Rollo”) to the customer executing this online transaction (“Customer” or “You”) with Rollo of the Rollo Printer product and Rollo Ship web and mobile applications comprising the Rollo online shipping service solution described further on Rollo’s website (collectively, the “Products and Services”). These Terms of Service shall be effective as of the date that Customer establishes an online account with Rollo and any use of the Services by Customer shall be deemed acceptance of these Terms of Service (the “Effective Date”). These Terms of Service are subject to change at any time without any prior notice.  Customer’s use of Rollo’s website, and the Products and Services is also subject to Customer’s acceptance and compliance with Rollo’s Privacy Policy (located here: https://www.rollo.com/privacy-policy/) which Rollo hereby reserves the right to amend, alter, modify, replace or suspend, from time to time in its sole discretion. CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT IT IS OF LEGAL AGE TO FORM A BINDING CONTRACT AND THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE TERMS OF THESE TERMS OF SERVICE AND PRIVACY POLICY.

1. Services Commitments.

Subject to Customer’s obligations herein, Rollo agrees to provide the Products and/or Services in accordance with the terms and conditions of this Agreement beginning on the Effective Date.

2. Term and Renewal.

This Agreement shall commence on the Effective Date and shall continue  until terminated as defined herein.  If applicable, Customer further agrees to be bound by the service term selected on Customer’s ordering documentation.

3. Customer Set-Up, Account Management and Cancellation.

Customer may be required to sign up for an account, select a password and username (“User ID”) and pre-fund Customer’s billing account to allow for future shipment purchasing. Customer further agrees to provide Rollo with accurate, complete, and updated registration and payment information about Customer. Customer will be liable for any costs or fees resulting from provision by Customer of inaccurate payment or shipping information (e.g., misclassified shipment weight) for individual shipments. In the event that Customer has ordered a term-based service from Rollo, in order to cancel or elect not to renew the Service, Customer must (i) submit an online service cancellation request (a “Cancellation Notice”) by completing the cancellation form provided at least five (5) days prior to expiration of the applicable term, or the then-current renewal term, if applicable, and (ii) upon submission of the Cancellation Notice, contact via telephone a Rollo customer service representative to confirm the information set forth on the Cancellation Notice, unless otherwise instructed in writing by Rollo to do so otherwise. It is the responsibility of Customer to properly notify Rollo of any cancellation request, otherwise the Service will not be cancelled and Customer remains liable for any applicable charges. Upon cancellation, Rollo will promptly remit any pre-funded but unused amounts within Customer’s billing account as reasonably directed by Customer, subject to Rollo’s right to offset any such amounts against any outstanding third-party fees or costs associated with Customer shipments prior to such cancellation.

4. Termination or Suspension by Rollo.

Rollo may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following events (“Rollo Termination”): (i) Customer’s failure to pay any overdue amount within ten (10) days after written notice by Rollo is given to Customer; (ii) Customer’s material breach or violation of any provision of this Agreement (other than such violations set forth in clauses (iii), (iv) and (v) below) that is not cured within ten (10) days of Customer’s receipt of written notice from Rollo referencing such breach or violation; (iii) Customer ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors; (iv) Customer’s breach of Section 13 (Prohibited Actions) or (v) violation of the Rollo Privacy Policy.  Notwithstanding anything to the contrary herein, Rollo may suspend Customer’s online account in the event of Customer’s breach of Section 13 (Prohibited Actions), failure by Customer to maintain updated billing information or in the event of fraud or suspicion of fraudulent activity in relation to Customer’s account.

5. Customer Termination / Effects of Termination.

Customer may terminate this Agreement with respect to all, and not less than all, of the Products and Services without liability (except for Charges due through the effective date of such termination) upon the occurrence of a material breach by Rollo of its obligations to provide the Products and Services according to the terms of this Agreement that is not cured within thirty (30) business days after written notice from Customer describing such breach in detail is received by Rollo (“Customer Termination”). In the event of a Customer Termination, Customer shall pay all outstanding balance through the effective date of such termination, and Rollo will remit any pre-funded yet unused amounts within Customer’s billing account following account reconciliation. 

Upon termination of this Agreement, Rollo and Customer shall have no obligations to each other, except as provided for in this Agreement. Upon termination of this Agreement, Customer shall (i) pay all Charges and other amounts due and owing to Rollo under these Terms of Service, (ii) return to Rollo all software, access keys, and any other property provided to Customer by Rollo under this Agreement, if any.

6. Payment / Fee Disputes / Collections.

Customer agrees to pay all charges, fees, penalties, shipment adjustment charges, early cancellation charges, and other amounts due under this Agreement (collectively “Charges”) in US dollars. Usage-based Charges are collected by Rollo from Customer’s pre-paid account, which must be adequately funded by Customer prior to incurrence of Charges. If Customer’s pre-paid account balance becomes negative, Rollo will collect the amount due using all available methods including but not limited to charging previously used or on file payment methods. If Customer fails to pay any past due amount within five (5) days after written notice by Rollo is given to Customer, Rollo may suspend performance under this Agreement and if such past due amounts remain unpaid within five (5) days thereafter, Rollo may terminate this Agreement. Rollo may charge interest on any amounts that are overdue by more than ten (10) days at the lesser of (a) 1.5% per month or (b) the maximum non-usurious rate under applicable law.  Customer also shall pay to Rollo all expenses incurred by Rollo in exercising any of its rights under this Agreement or applicable law with respect to the collection of a payment default, including attorneys’ fees, third party shipper fees, court costs, and collection agency fees. Customer will be charged a $15 fee per disputed credit card charge. All Rollo Ship usage fees are non-refundable. Customer shall not be entitled to any refunds or credits, pro-rated or otherwise, in the event of early termination of this Agreement by Rollo according to the terms herein. Rollo will not be responsible for any local customs charges, import taxes or duties or any similar charge(s) incurred through carriage and/or delivery of any shipments.  If any such charges become due as a result of a carriage and/or delivery of a shipment on your behalf and are charged to Rollo by any competent authority Customer agrees to reimburse Rollo of any such charges, including any reasonably incurred fees by Rollo, within seven (7) days of notice thereof.

7. Indemnification.

Customer agrees to indemnify and hold harmless Rollo, its subsidiaries, their affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of (a) breach of this Agreement, including but not limited to Customer’s breach of Section 13 (Prohibited Actions), (b) Customer’s use of the Products and Services, (c) breach of any confidentiality obligation, or (d) any alleged infringement of any trademark, copyright, patent or other intellectual property right, and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

8. Disclaimers; Limitation on Company Liability.

Rollo acts as an third-party intermediary between Customer and Customer’s selected shipping carrier (for e.g., USPS, FedEx, UPS) (collectively, “Carrier”). Rollo does not transport or deliver shipments and Rollo is not a party to any contract Customer establishes with a Carrier to ship, pick up, transport, or deliver any Customer shipments.  The violation or circumvention of a Carrier’s rules, terms or policies is prohibited. Customer’s use of prohibited practices may result in the termination of Customer’s account, or the Carrier taking actions including the cancellation of a service order, denied delivery, additional charges to Customer’s payment method, additional charges collected at the delivery or collection, or future invoicing. ROLLO SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE PRODUCTS AND SERVICES BY THE CUSTOMER OR ANY THIRD PARTY, OR ANY FAILURE OF THE PRODUCTS AND SERVICES, OR (ii) ANY LOSS OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERY, MIS-DELIVERIES, SERVICE INTERRUPTIONS, FAILURE OF ROLLO NETWORK, RECLAMATION OF SERVERS BY ROLLO, FAILURE OF SERVERS, THE RELOADING OF AN OPERATING SYSTEM OR OTHER SOFTWARE ON A SERVER OR THE NEGLIGENCE OF ROLLO. CUSTOMER IS SOLELY RESPONSIBLE FOR SAFEGUARDING, BACKING UP AND ARCHIVING ALL DATA OWNED, CONTROLLED OR TRANSMITTED BY CUSTOMER THROUGH USE OF THE PRODUCTS OR SERVICES OR THAT RESIDES ON THE ROLLO NETWORK OR ANY SERVER OWNED OR OPERATED BY ROLLO.

If there is a dispute between participants using the Products or Services, or between Customers and Carrier or any other third party, you agree that Rollo is under no obligation to become involved. In the event that you have a dispute with one or more Carriers, you release Rollo, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “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.”

IN NO EVENT SHALL ROLLO’S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO ROLLO IN THE BILLING CYCLE IMMEDIATELY PRECEDING SUCH CLAIM.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ROLLO PROVIDES ALL PRODUCTS AND SERVICES “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS AND SERVICES AND ROLLO SHALL HAVE NO LIABILITY THEREFORE.

NO CLAIM MAY BE ASSERTED BY CUSTOMER AGAINST ROLLO MORE THAN ONE (1) YEAR FOLLOWING THE DATE OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM.

9. Promotions and Coupons

Rollo, at its sole discretion, may offer promotions. Promotions may be offered for a limited time or indefinitely. Free shipping does not apply to bulk orders, to destinations outside of continental U.S., and purchase must meet all eligibility requirements. Rollo reserves the right to cancel or modify promotions at any time.

10. Refunds

Rollo’s hardware products (the “Rollo Printer” and accessories) comes with a limited 30-day, money back, guarantee, subject to the terms below. We have put state-of-the-art engineering and best-in-class materials in use to ensure our customers’ satisfaction. If, however, you are not happy with your purchase for any reason, simply return the product within 30 days of purchase.

To be eligible for return, your item must:

• Be in new, saleable condition
• Accompany all the original packaging, manuals, etc.
• Be returned within 30 days of receipt
• Be Purchased directly from the Rollo Website*
• For purchases from authorized dealer/reseller, please contact the dealer / reseller directly.

If the returned item does not meet requirements above, there will be a restocking fee or you’ll be issued a store credit instead. Refund can only be issued to the original payment method. 

Money back guarantee does not apply to any amount that was paid for shipping.

Rollo Ship

You may request to receive the balance available in your Rollo Ship account refunded to your original payment method only minus any service and processing fees.

• Postage – Rollo provided shipping accounts
  You may request to void / refund a forward shipping label from UPS or USPS within 7 days after it was created. Return shipping label from UPS should be voided the same day it was created. Refunds may take up to 1 month to be approved. Refunds may be subjected to processing fees by the Carrier in which case the net refund will be credited to your Rollo Ship account. Rollo Ship service fee is not refundable. If a Carrier refuses to issue a refund, Rollo will not be responsible for refunding any postage amounts paid to Customer.
• Postage – Carrier shipping accounts
  You may request void / refund on shipping labels generated from carrier accounts that you have linked to your Rollo Ship account within 7 days after it was created. Carrier will process these requests per their own terms and policies. Rollo Ship service fee is not refundable. If a Carrier refuses to issue a refund, Rollo will not be responsible for refunding any postage amounts paid to Customer. Each adjustment will incur a $1.00 audit fee.
• Postage adjustment
  Rollo may receive postage adjustments requests from Carriers. These adjustments requests are usually the result of Customer entering inaccurate shipment information including but not limited to incorrect weight and/or dimensions, incorrect delivery address or other inaccurate information submitted by Customer. Rollo will post adjustments to Customer’s balance upon being notified by Carrier. In case of any disputes regarding these adjustments, Customer should contact Rollo within 7 days of the adjustment posted date and Rollo will open a dispute with the Carrier. Carrier will make the final decision and Customer is responsible for paying reimbursing any and all adjustments ultimately adjudicated and issued by Carrier which will be deducted from Customer’s account.
• Funding
  Depending on the source of funding, Rollo may pass on a portion or all of the payment processing fees to you. The funding processing amount will be visible when you are funding your Rollo balance. For credit cards, the processing fee is currently $0 .75 for funding amounts under $100, and $1.00 for funding amounts of $100 or more.
• Shipment credit code
  Your account must be in good standing and compliant with Rollo’s Terms of Service in order to use a shipment credit code. Rollo is solely responsible for determining whether your account is in good standing and its decision in this regard is final. Shipment credit codes have no cash value. No refund, cash, or other substitute will be provided if all or some of the Shipment Credit is not redeemed before the applicable expiration date. Shipment credit codes may not be used to fulfill outstanding debts or fees. You cannot sell or transfer a shipment credit code or any portion thereof without Rollo’s express written consent. Shipment credit code will not be replaced if lost, stolen, or otherwise rendered irredeemable. If you suspect that a shipment credit code is being used without your permission or in breach of Rollo’s Terms of Service, you agree to notify us immediately, so we may take action to prevent financial loss. Shipment credit code may only be redeemed once. Redemptions final and are subject to review and verification by Rollo. Shipment credit code is void when (i) it is not obtained from Rollo or a third party expressly authorized by Rollo to distribute a shipment credit code; (ii) any part of the shipment credit code is transferred, resold, counterfeit, altered, defective, tampered with or irregular in any way; (iii) it is obtained through theft, fraud, deception, or other unlawful means; (iv) it is used by someone other than the intended recipient; or (v) other restrictions render it unusable or invalid. Shipment credit codes may be subject to and include applicable taxes and levies, without limitation withholding taxes. You are responsible for bearing and remitting any taxes that apply to the shipment credit codes. You will indemnity and hold Rollo harmless from and against any claim arising out of your failure to do so. Rollo reserves the right to charge you for shipments and other chargers paid with Shipment credit code that do not comply with Rollo Terms of Service. If you breach the Terms of Service, you agree that you will pay for the value or cost of the Shipment credit code, as well as any attorney fees resulting from your breach. You agree to resolve any disputes related to the use of Coupons in accordance with the Terms of Service. Rollo may amend, suspend, or terminate Shipment credit codes at any time without prior notice or consent. Any questions or issues relating to Shipment credit codes will be determined at Rollo’s sole discretion and its decisions in this regard are final and binding.

11. Warranties

Hardware Warranty.  The warranty period for any hardware product is 1 year from the date of purchase unless otherwise stated (the “Hardware Warranty Period”). During the Hardware Warranty period, if your Rollo Printer malfunctions, it will be replaced limited to Rollo’s warranty terms and conditions. To be eligible for the Warranty Program:

• You must be the initial purchaser of Rollo Printer from Rollo or one of Rollo’s authorized dealers.
• Product has been properly maintained, not abused, misused, altered, modified, or repaired
• Claim must be reported to Rollo within 10 days of discovering the problem
• All work under warranty must be performed by Rollo
• All returned products must be shipped to our address, freight prepaid, accompanied by a dated proof of purchase
• The purchaser voids this warranty if he, she or others attempt to repair, service or alter the product in any way

This warranty does not apply in the event of accident, abuse, improper installation, unauthorized repair, tampering, modification, fire, flood, collision or other damage from external sources, including damage which is caused by user replaceable parts (leaking batteries, etc.). This warranty does not extend to any Services provisioned by Rollo hereunder.

Neither Rollo nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in purchasing postage or delivering shipments (including, without limitation, any failure or delay arising from the use of or inability to use any part of the Services), or (iii) the performance or non-performance by a Carrier or any other provider of postage or delivery services arranged through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES ARE PROVIDED BY ROLLO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Order Processing Time

Rollo strives to ship orders within one (1) business day after receiving full payment from Customer. Orders received before 12 pm Pacific Time are usually shipped the same day. Rollo makes no guarantees in regards to the order processing time as it may be influenced by many factors including but not limited to sudden surge of orders, staff availability, or carrier related issues.

13. Order Shipping

If Customer chooses to use carrier portals such as UPS My Choice or USPS Informed Visibility, and decides to reroute their shipment to a different address or waive the signature requirements, Rollo will not be liable for any shipments that are lost, stolen, or mis-delivered.

14. Prohibited Actions

You shall not transmit to Rollo or upload to this Site or the Services any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, (b) would enable an unauthorized person to cause such result, or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

You may not use another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without Rollo’s prior written permission.

You will only use the Products and Services for your own internal and personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. You will ensure that the information you supply to us in connection with purchasing postage, shipping good, or otherwise ordering Carrier services is complete and accurate. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Products and Services. We can’t and won’t be responsible for your using the Products and Services in a way that breaks the law. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Customer may not use your Rollo-issued User ID, password or API keys for any unauthorized purpose. 

Customer may not use the Rollo website, the Products and Services, or any corresponding software for shipment of goods or items, or other activities that:

• violate any law, statute, ordinance or regulation, including applicable export control laws, relating to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law;
• relate to transactions that (a) display the personal information of third parties in violation of applicable law, (b) support or relate to pyramid or Ponzi schemes, matrix programs, or other multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) is by payment processors to collect payments on behalf of merchants, (f), are associated with the sale of traveler’s checks or money orders, currency exchanges or check cashing, or (g) provide certain credit repair or debt settlement services;
• involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
• violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices;
• involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures  that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval and the operator and its customers are located exclusively in jurisdictions where such activities are permitted by law; or
• Constitute a breach or otherwise conflict with any terms, conditions or policies of any Carrier.

15. User Contents

Between the parties, any content posted, uploaded, shared, stored, or otherwise provided through the Services by Customer is considered “User Content.” Customer hereby grants Rollo a limited, royalty-free, perpetual, irrevocable, and worldwide license to translate, modify, and reproduce and otherwise act with respect to such User Content, to enable us to provide and operate the Services.  Customer further acknowledges and agrees that in performing the required technical steps to provide the Services, Rollo retains the necessary rights to make changes to Customer’s User Content to conform and adapt User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing license grant includes the rights for Rollo to execute such requirements. Customer is  responsible for all User Content submitted through the Services, and Customer represents and warrants to Rollo that Customer has  all rights necessary to do so. 

16. Miscellaneous Terms.

Notices. Unless otherwise specified herein, all notices, requests and other communications hereunder shall be sufficiently given if in writing and delivered personally or sent by facsimile transmission, internationally recognized overnight Carrier, or registered or certified mail (return receipt requested) to the address or facsimile number of Customer listed in Rollo’s records or if to Rollo then to the address set forth below. Such notices or other communications shall be deemed to have been given (a) on the date delivered (if delivered personally), (b) on the date that return confirmation is received (if sent by facsimile), (c) on the business day after being sent by an internationally recognized overnight air Carrier, or (c) five days after being sent (if sent by registered or certified mail).

Nelu, LLC dba Rollo
Attn: Legal Department
PO BOX 14923
Las Vegas, NV 89114

Waiver. It is agreed that no waiver by any party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

Severability. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

Force Majeure. Neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of failure of performance by the defaulting party if the failure is occasioned by any occurrence or contingency beyond its reasonable control, including war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party; provided that such party shall use commercially reasonable efforts to promptly mitigate any damages or losses.

Trademarks.  Rollo is a registered trademark and Rollo Ship is a trademark of Nelu, LLC (“Nelu LLC”).  Neither party may publicly use the other party’s logo or other trade or service mark without that party’s written consent.

Ownership. Rollo shall be the sole owner of all intellectual property, and all derivatives thereof, that Rollo may develop in the course of providing the Products and Services. Each party to this Agreement retains exclusive ownership and rights in its trade secrets, inventions, copyrights, and other intellectual property. Customer will not modify, publish, transmit, participate in the transfer or sale or, reproduce, create derivatives works based on, or otherwise exploit any of the Products and Services. 

Third-Party Beneficiaries. There shall be no third party beneficiaries to the Agreement, including customers, employees, agents, or insurers.

Assignment. This Agreement shall not be assignable by Customer without Rollo’s prior written consent. Rollo may assign the Agreement in whole or in part upon written notice to Customer, except in connection with a change of control by Nelu which shall not require any notification to Customer prior to assignment. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.

Survival.  The following sections will survive any expiration or termination of this Agreement: Section 4, 5, 6, 7, 8, 13, 14 and 15.

Governing Law, Jurisdiction, Venue. THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES AND EXCLUDING ANY APPLICATION OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. CUSTOMER (I) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA LOCATED IN CLARK COUNTY, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY THE CUSTOMER OR Rollo OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, (II) HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUITS, ACTIONS OR PROCEEDINGS MAY BE HEARD AND DETERMINED IN SUCH NEVADA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEVADA AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. A FINAL JUDGMENT OBTAINED IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN THIS SECTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT OR JUDGMENT OR IN ANY MANNER AS PROVIDED BY APPLICABLE LAW.