Terms and Conditions for Rogue Support End Users

1. Use of Rogue Platform

   1. You may use the Rogue Platform pursuant to the terms of this Agreement and for the sole purpose of accessing the Services as provided in the licenses granted under this Agreement (“Permitted Use”). Except for the Permitted Use, you warrant that you will not use the site in any other manner, on your own behalf or on the behalf of others.
   2. Without limiting the foregoing, you specifically agree not to engage in the following conduct:

      1. Harass, threaten, or otherwise violate the rights of any other party or misrepresent the identity of a user, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Rogue Platform or Rogue Support, or state or imply that Rogue Support endorses any statement or comments you make;
      2. Engage in fraudulent or deceptive conduct;
      3. Make any commercial use of the Rogue Platform except as authorized hereunder;
      4. Use technology or other means to impermissibly or illegally access Rogue Support’s network or other users’ accounts, or otherwise violate the security of the Rogue Platform;
      5. Interfere or attempt to interfere with the working or functionality of the Rogue Platform or any activity being conducted on the Rogue Platform, including, without limitation, the introduction of viruses or other programs that interrupt, destroy, or limit the functionality of the Rogue Platform;
      6. Upload or transfer information to the Rogue Platform that (i) is obscene, libelous, blasphemous or defamatory, or incites hatred, terrorism or any similar offense, (ii) is unlawful or misleading, (iii) infringes upon any third party’s intellectual property rights, privacy rights or other similar legal rights, or (iv) is determined by Rogue Support, in its sole discretion, to be unsuitable;
      7. Use the Rogue Platform for collection of personally identifiable information of any individual, including without limitation any End Users;
      8. Remove any copyright, trademark or other proprietary rights notice from the Rogue Platform or materials originating from the Rogue Platform; and
      9. Otherwise violate this Agreement or applicable law.
2. Requests for Services. If you wish to contract for services through the Rogue Platform, these services are governed by the following policies and procedures:

   1. Account. In order to contract with Rogue Support affiliated Technicians, you must first register an account with Rogue Support. You are responsible for maintaining the security and confidentiality of your login information, including your user name and password, and you agree to accept responsibility for all activities that occur under your account. Rogue Support reserves the right, for any lawful reason, to terminate your account at any time.
   2. Contracting Process. If you would like to hire a Technician to assist in the diagnosis, repair, or consultation of an IT issue, you may open a new job (a “New Job Request”) through the prompts provided in the Rogue Platform. When you open a New Job Request, you are required to provide a description of the problem and/or the services that you are requesting (the “Job Description”) and the maximum number of hours (“Maximum Billable Hours”) that you are willing to pay to have the particular job completed. If a New Job is accepted by a Technician, you will have an opportunity to confirm acceptance (at which time it will become a “Contracted Job”). Upon confirmation, you will be billed at the “Contract Rate” that is automatically populated in the New Job Request form, up to the Maximum Billable Hours. Technicians will bill in increments of 1/10th hours (6 minute increments). Please note that the Contract Rate includes fees that are ultimately payable to the Technician, credit card fees, and fees that are allocable to Rogue Support. When a Technician completes a Contracted Job, you will receive a notification, as well a description of the completed work. You will have 24 hours (“Acceptance Window”) to accept or reject the work that has been completed; provided, that if rejection is not provided within the Acceptance Window, then the Contracted Job will be deemed complete and fulfilled and all amounts owed will be charged as provided hereunder. If work is rejected, then End User will provide the basis for rejection and then Technician will rework or cure any deficiencies at no additional cost. If End User and Technician are unable to agree upon whether a Contracted Job was appropriately rejected, then either may opt to submit the Contracted Job to Rogue Support’s Conflict Resolution Procedure (defined below in Section 9).
   3. Payment Process. Unless other arrangements are made, upon the commencement of a Contracted Job, a one (1) billable hour hold will be placed on your credit card on file via Stripe or similar vendor. Upon completion of a Contracted Job (either through express acceptance or following the end of the Acceptance Window), you will be charged an amount equal to the Contract Rate times the number of hours actually billed by the Technician, which shall not exceed the Maximum Billable Hours (“Maximum Amount”). You agree not to put a stop on or attempt to reverse any credit card payments, for any reason. In the event that End User’s credit card on file is declined, Rogue Support may accept alternative forms of payment, at its sole discretion. Sales tax may be applied to a Contracted Job, if required by applicable law, and End User authorizes Rogue Support to withhold such amounts; however, End User is ultimately responsible for the payment of all applicable sales and use taxes and hereby indemnifies Rogue Support against any such claims for the collections of such amounts. Tax rates are subject to change at any time.
   4. Incomplete or Partially Complete Jobs. Generally, you will not be required to pay for Contracted Jobs that are incomplete or partially completed. Technicians are encouraged to work with End Users to properly scope projects so that the Job Descriptions and Maximum Billable Hours are appropriate and provide an appropriate safety buffer to complete the Contracted Job. The foregoing notwithstanding, there are circumstances that may arise where a Technician provides work but a Contracted Job is incomplete or partially complete for reasons outside of the Technician’s control (referred to herein as “Good Reason”). If a Technician is unable to complete a Contracted Job for a Good Reason, then Technician will be paid for the hours spent on the Contracted Job. Good Reason is determined on a case-by-case basis, with the ultimate decision being that of Rogue Support. This may include that more equipment is needed, equipment is non-functional, or a portion of the customer request deemed unnecessary or impossible to complete. Technicians are required to write a detailed description of work completed, final resolution, and any issues encountered for a ticket to be considered fully resolved. For clarity, “Good Reason” does not include Technician’s failure to adequately scope the Contract Job or provide the Specified Services within the Maximum Billable Hours. For the purpose of an incomplete or partially complete job that is marked with a “Good Reason” flag will be reviewed by Rogue Support in the order received, and the Acceptance Window will be automatically extended until such determination is made.
3. Reviews. End User understands that reviews of a Technician’s performance are an important way that other end users can determine the quality and reliability of a particular Technician’s skills, professionalism, and timely completion of Contracted Jobs. End User represents that they will make only truthful, accurate reviews of a Technician that they have actually worked with on a Contracted Job. As a general matter, Rogue Support will not remove or alter reviews unless such reviews, in Rogue Support’s sole discretion, constitute harassment, hate speech, offensive content, personal information, contain mature content, are demonstrably false or misleading, or contain any illegal content. The foregoing notwithstanding, Rogue Support reserves the right to remove any review at any time for any reason.
4. License.

   1. Grant of License. Rogue Support grants you a personal, non-exclusive, non-transferable, non-commercial, limited, and revocable license to use the Rogue Platform for the Permitted Use and in accordance with this Agreement (“License”). All rights not expressly granted by Rogue Support are reserved, and nothing in this Agreement will be construed as transferring or assigning in any manner (whether by implication, estoppel or otherwise) any title or ownership of, or exclusive use-rights to, any intellectual property or other right of Rogue Support. You are specifically prohibited from reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Rogue Platform. You are also specifically prohibited from using the Rogue Platform in connection with promoting services, charging others for access to the Rogue Platform, building a business using the Rogue Platform, incorporating the Rogue Platform into other works in a manner that may be construed as an endorsement, express or implied, by Rogue Support for any product or service, or making any other commercial use of the Rogue Platform.
   2. Termination of License. Rogue Support reserves the right, in its sole discretion, to terminate the License, delete any user account you have created, or block your future access to the Rogue Platform (or take any combination of the foregoing actions) if:

      1. It reasonably believes you have violated this Agreement;
      2. You do not access your user account for a period of one (1) year or more;
      3. You fail to pay any amount due to a Technician;
      4. Rogue Support receives one or more complaints related to your use of the Rogue Platform; or
      5. For any other lawful business reason in Rogue Support’s discretion.
   3. Upon termination of the License, all rights and licenses granted to you herein shall terminate; you shall cease all use of the Rogue Platform; and Rogue Support may in its own discretion remove and/or purge your account and other data from its systems. Without terminating this Agreement, Rogue Support may in its discretion remove any comments or other content uploaded to the Rogue Platform by you that Rogue Support deems inappropriate or illegal (although, Rogue Support had no obligation to monitor for such content). Upon termination, all provisions of this Agreement which are by their nature intended to survive termination, all representations and warranties, all limitations of liability and all indemnities shall survive such termination.
5. Intellectual Property.

   1. Intellectual Property Rights. This Agreement is not intended to transfer or assign any existing or later created Intellectual Property Rights between Rogue Support and End User, and Rogue Support is the sole owner of the Rogue Platform and all Intellectual Property Rights (as such term is defined below) relating thereto. “Intellectual Property Rights” means any and all design, engineering, inventions, materials, know-how, trade secrets, technology, formulas, processes, ideas, or other discoveries conceived or reduced to practices, whether patentable or not, also including without limitation patent, copyright, Rogue Marks (as described below), trade secret, moral, and contract rights in any country or jurisdiction in the world and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of them now or hereafter in force.
   2. Rogue Support Trademarks. All trademarks, service marks, graphics, and logos, whether or not registered, that are used in connection with the Rogue Platform are trade names, or trademarks of Rogue Support (“Rogue Marks”) or other owners (“Third Party Marks”). Rogue Support is the sole owner of the Rogue Marks and nothing set forth herein shall be construed to transfer any rights in the Rogue Marks or Third Party Marks to you.
   3. End User Trademarks. To the extent that you decide to use any of your trademarks in the process of using the Rogue Platform, you hereby authorize Rogue Support to use and display such marks on the Rogue Platform. You agree not to use any Third Party Marks in connection with using the Rogue Platform or providing the Specified Services without express authorization of the owner of such Third Party Marks.
   4. Feedback. You may provide suggestions, enhancement requests, recommendations and other feedback to improve the Rogue Platform (“Feedback”). Rogue Support may, but has no obligation to, incorporate your Feedback into the Rogue Platform. You hereby disclaim any ownership in any Feedback you provide to Rogue Support, and you hereby assign all right, title, and interest in and to any Feedback provided to Rogue Support.
6. Disclaimers; Liability Limits; Indemnification.

   1. DISCLAIMER OF WARRANTIES. ROGUE SUPPORT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE ROGUE PLATFORM OR ITS SERVER WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD-PARTY INTRUSION OR DENIAL OF SERVICE ATTACKS), OR OTHERWISE MEET YOUR REQUIREMENTS. THE ROGUE PLATFORM AND ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ROGUE PLATFORM ARE PROVIDED BY ROGUE SUPPORT ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. ROGUE SUPPORT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ROGUE PLATFORM, THE ACCURACY OR COMPLETENESS OF THE CONTENT OR OTHER INFORMATION CONTAINED ON THE ROGUE PLATFORM, OR THAT EMAILS SENT FROM ROGUE SUPPORT ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ROGUE PLATFORM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ROGUE SUPPORT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ROGUE PLATFORM AND THE ROGUE PLATFORM CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
   2. LIMITED LIABILITY. IN NO EVENT SHALL ROGUE SUPPORT, OR ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, OR OTHER AGENTS BE LIABLE FOR: ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR GOODWILL OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU) ARISING FROM THE USE OF THE ROGUE PLATFORM, THE CONTENT, OR ANY PRODUCT PURCHASED USING THE ROGUE PLATFORM (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); ANY FAILURE OF OR DELAY RELATING TO THE ROGUE PLATFORM THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR CREDIT CARD FRAUD COMMITTED AGAINST YOU BY ANY THIRD PARTY PROVIDER OF CREDIT CARD SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN YOU AND ROGUE SUPPORT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ROGUE SUPPORT.
   3. INDEMNIFICATION. AS AN EXPRESS CONDITION TO THE USE OF THE ROGUE PLATFORM, UNLESS PROHIBITED BY LAW, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ROGUE SUPPORT AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (I) ARISE FROM YOUR USE OF THE ROGUE PLATFORM OR USE OF PRODUCTS PURCHASED FROM THE ROGUE PLATFORM; (II) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (III) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE ROGUE PLATFORM VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. ROGUE SUPPORT RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION, IN WHICH EVENT YOU WILL COOPERATE IN ASSERTING ANY AVAILABLE DEFENSES.
7. Third Party Content; Providers.

   1. Third Party Content. Rogue Support may provide third party content on the Rogue Platform (such as advertising), and it may provide links to third-party content (such as other websites) (collectively, “Third-Party Content”). Rogue Support does not control, endorse or adopt any Third-Party Content, is not responsible or liable in any manner for any Third-Party Content, and undertakes no responsibility to update or review Third-Party Content. Your access and use Third-Party Content at your own risk. You should review the policies, including privacy and data collection policies, of any site or application to which you navigate from the Rogue Platform.
   2. Third Party Providers. Rogue Support uses certain third-parties website and applications (“Third-Party Providers”) to facilitate payment and credit card processing, to track information regarding users’ interactions with the Rogue Platform, and to help Rogue Support facilitate other services for you (as further described in the Rogue Support Privacy Statement). You consent to Rogue Support disclosing your information (including personal information) to Rogue Support’s third-party providers for the purposes described in the Privacy Statement. You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with Rogue Support. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless Rogue Support from any damages or claims arising from your relationship with any Third-Party Provider.
8. Modifications to the Agreement or Rogue Platform.

   1. Modifications to Agreement. This Agreement governs your use of the Rogue Platform, including any updated or modified version of the Rogue Platform. Rogue Support may modify this Agreement at any time and at its sole discretion by posting a revised Agreement on the Rogue Platform. Rogue Support recommends that you review the current Terms of Use each time you access the Rogue Platform. Your continued use of the Rogue Platform following any such modification will constitute acceptance of the modification.
   2. Modification to Rogue Platform. Rogue Support reserves the right to modify or discontinue, temporarily or permanently, the Rogue Platform or any parts thereof without prior notice. Rogue Support will not be liable for any modification or discontinuance of the Rogue Platform or any part thereof.
9. Conflict Dispute Provisions. Rogue Support’s “Conflict Resolution Procedure” shall be as follows: if a Contracted Job is submitted to the Conflict Resolution Procedure, Rogue Support’s management will receive electronic notification of the disputed Contracted Job and will manually review the Contracted Job and services provided by the Technician, discuss the same with the End User and Technician, and determine a reasonable resolution to the Contracted Job, which may include, without limitation, refunding the End User for any fees paid for the Contracted Job, crediting the End User for a portion of the hours billed by the Technician or referring the Contracted Job to a new Technician. End User hereby agrees to be bound by the resolution prescribed by Rogue Support’s management pursuant to the Conflict Resolution Procedure.
10. Export Control Policy. You agree that the Rogue Platform and all goods purchased on the Rogue Platform are 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 purchasing, downloading, or using technology, software and products from the Rogue Platform, you agree to abide by applicable laws, rules, and regulations including, but not limited to, the Export Administration Act and the Arms Export Control Act.
11. Interpretation; Severability; Waiver; Remedies. Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Rogue Support in exercising any right hereunder will waive any further exercise of that right. Rogue Support’s rights and remedies hereunder are cumulative and not exclusive.
12. Questions or Complaints. Please direct any question or complaints related to this Agreement to:
    
    PHONE: (541) 543-2777
    EMAIL: info@rogue.support
    MAIL: Rogue Support, LLC
    PO Box 70333
    Springfield, OR 97475