Terms of Service.
BETA PARTICIPATION AGREEMENT
“This Beta Participation Agreement (“Agreement”) is entered into by and between Rococo Social, Inc. a Corporation (“Company”), and the participant who electronically accepts this Agreement by checking the ‘I agree to Rococo’s Terms of Service’ box during registration or checkout (the “Participant”), effective as of the date the Participant clicks the acceptance box (‘Effective Date’).”
For purposes of this Agreement, the Company and Participant may be collectively referred to as the “Parties” and individually as a “Party.”
1. Purpose of Agreement
1.1 Background and Intent: The Company is engaged in the research, design, and development of an innovative social experience concept consisting of a network of physical, brick-and-mortar community clubs (collectively referred to as the “Program”). The primary objective of the Program is to cultivate meaningful human connection through structured social activities, facilitated events, and shared community experiences designed to promote friendship, collaboration, and personal well-being among participants. The Company’s mission is to test, refine, and ultimately expand this model into a scalable community framework for broader public access.
1.2 Nature of Beta Program: To evaluate and refine the Program prior to its commercial launch, the Company is conducting a limited pre-release trial, referred to as the Beta Test, Pilot Program, or Beta Program. Participation in the Beta Program is by invitation only and may be restricted in duration, scope, and number of participants. The primary objectives of this Beta Program are to assess the usability, functionality, and overall appeal of the Program’s environment, activities, and operational model; to gather both qualitative and quantitative data through participant observation, surveys, interviews, and feedback sessions; to identify potential operational, safety, or logistical improvements; and to evaluate the social impact and community outcomes resulting from participant engagement. Participants acknowledge that the Beta Program is experimental in nature and that their feedback will play a crucial role in shaping the final version of the Program.
1.3 Scope of Agreement: This Agreement sets forth the terms and conditions governing the Participant’s involvement in the Beta Program, including but not limited to participation guidelines, data collection, confidentiality obligations, feedback rights, intellectual property considerations, assumption of risk, and limitations of liability. By signing this Agreement, the Participant acknowledges and agrees that their participation is for testing and evaluation purposes only, does not constitute an offer of membership in the final Program, and does not guarantee future access, benefits, or compensation beyond what is expressly provided herein.
1.4 Non-Commercial Nature of Beta Program: The Participant further understands that the Beta Program is not a commercial product or public service, but rather an experimental and developmental initiative subject to modification, suspension, or termination at any time. The Company may alter the Program’s features, locations, and participation terms without prior notice, as necessary for testing and refinement.
2. Eligibility and Enrollment
2.1 Eligibility Requirements: To participate in the Beta Program, the Participant affirms and warrants that they meet all eligibility criteria set forth by the Company. Specifically, the Participant represents that they are at least eighteen (18) years of age, or the legal age of majority in their jurisdiction, whichever is higher. They further confirm that they possess full mental capacity and legal authority to enter into this Agreement and assume all related obligations. The Participant acknowledges that they are physically, mentally, and emotionally capable of safely engaging in group social settings and activities provided as part of the Beta Program. Additionally, the Participant affirms that they have not been convicted of any offense involving violence, harassment, or conduct inconsistent with the community values promoted by the Program. The Company reserves the right to request documentation or verification of eligibility at any time to ensure compliance with these requirements.
2.2 Enrollment and Acceptance: Participation in the Beta Program is by invitation or application and is subject to the Company’s sole and absolute discretion. Submission of an application or expression of interest does not guarantee acceptance. The Company may approve, conditionally approve, or deny participation without providing a stated reason. Enrollment may also be limited by capacity, geographic location, or the specific objectives of the Beta Test. Acceptance into the Beta Program shall be confirmed only upon receipt of written or electronic confirmation from the Company.
2.3 Revocation or Suspension of Participation: The Company reserves the right, at any time and for any reason, to suspend, restrict, or revoke a Participant’s enrollment or continued participation in the Beta Program. Grounds for such action may include but are not limited to: violation of this Agreement; disruptive or unsafe conduct; failure to comply with Program guidelines, staff instructions, or safety protocols; misrepresentation of eligibility information; or any behavior deemed detrimental to the safety, comfort, or well-being of other participants or the integrity of the Beta Program.
2.4 Voluntary Participation: Participation in the Beta Program is entirely voluntary. The Participant acknowledges that they are under no obligation to participate and may withdraw from the Program at any time in accordance with Section 10 (Cancellation and Withdrawal). Withdrawal will not, however, entitle the Participant to any compensation, reimbursement, or continued access to the Program unless expressly provided herein.
2.5 Good Faith Participation and Feedback Obligations: The Participant acknowledges that their involvement in the Beta Program is for developmental and evaluation purposes and agrees to participate in good faith. This includes: (a) actively engaging in scheduled activities; (b) providing timely, accurate, and constructive feedback through surveys, discussions, or interviews; and (c) refraining from withholding material information that may influence the Company’s assessment of the Program’s success or safety. The Participant understands that such feedback is a critical component of the Company’s product improvement and community research efforts.
2.6 Non-Transferability: The Participant’s enrollment in the Beta Program is personal and non-transferable. Participation rights, invitations, or benefits may not be sold, assigned, or transferred to any third party without prior written consent from the Company.
3. Term, Schedule, and Attendance Requirements
3.1 Program Term and Structure: The Beta Program shall consist of one or more consecutive eight (8) week periods, each referred to as a “Term.” During each Term, the Company will host one (1) scheduled social session or gathering per week (“Event”). Each Event will occur at a designated time and location communicated to Participants via email, text, or the Company’s online portal. The Company reserves the right to modify Event dates, times, or locations with reasonable notice, provided that such adjustments do not materially alter the intended duration or nature of the Beta Program.
3.2 Community Framework: Attendance expectations, participation requirements, and absence-related policies are governed by a separate Attendance Agreement, which Participants will review and sign in person at their first Event. Compliance with the Attendance Agreement is a condition of continued participation in the Beta Program.
3.3 Late Arrival Policy: Participants must arrive on time for each Event. Those arriving more than ten (10) minutes after the scheduled start time will not be admitted under any circumstances. Late arrivals will be recorded as absences. No refund, make-up session, or credit will be issued for missed or late-arrival Events. The Company may adjust the definition of “late” for special sessions, workshops, or guest-led Events, provided that advance notice is given.
3.4 Attendance Monitoring and Verification: The Company may monitor attendance using manual check-in procedures, digital systems (including QR codes, mobile applications, or electronic sign-ins), or photographic or video verification solely for administrative purposes. By participating in the Beta Program, the Participant consents to such monitoring and acknowledges that attendance records maintained by the Company constitute the official record for compliance with attendance requirements.
3.5 Program Modifications: The Company reserves the right to alter the Beta Program’s schedule, format, or attendance policies to accommodate logistical needs, venue changes, public health guidance, or other operational considerations. Participants will be notified in writing of any changes and afforded reasonable time to adjust their schedules.
4. Pricing, Billing, and Payment Terms
4.1 Introductory Term and Scope: The initial eight-week period (“Initial Term”) is offered as an introductory pilot phase covering up to eight (8) scheduled Events. The Initial Term may be offered free of charge or at a nominal introductory rate, depending on the Company’s current enrollment and recruitment strategy in effect at the time of registration. Participants will register for the Initial Term through the Company’s designated online process, which may include completing an online form or “purchasing” a free or nominal-cost product via Stripe or a similar platform to confirm enrollment. The introductory pricing is promotional and does not reflect the standard retail cost of participation. The Company reserves the right to modify or discontinue introductory pricing for future participants upon reasonable notice; however, any such changes will not apply retroactively to participants who have already enrolled under a prior version of these terms.
4.2 Initial Event and Attendance Requirement: The first scheduled Event of the Initial Term (“Trial Event”) may require a nominal payment of one dollar ($1.00) to secure the Participant’s spot, depending on the Company’s recruitment strategy at the time of enrollment.
a. Scenario 1 (current strategy): The Trial Event requires a $1.00 payment to confirm participation, and Participants must provide valid payment information at registration. If the Participant fails to attend the Trial Event, a no-show fee of twenty dollars ($20.00) will be automatically charged to the payment method on file.
b. Scenario 2 (alternative strategy): The Trial Event may alternatively be offered free of charge. In such case, the no-show fee will not apply, and the Participant may not be required to provide payment information at registration.
Attendance at the Trial Event is mandatory in order to participate in the Initial Term. No additional charges will be processed during the Initial Term unless otherwise specified in this Agreement.
4.3 Ongoing Membership and Renewal: Upon successful completion of the Initial Term and satisfaction of the attendance requirements set forth in Section 3, the Participant’s membership will automatically transition to a recurring monthly membership billed at thirty dollars ($30.00) per month (“Monthly Membership Fee”), unless the Company offers a promotional discount or waives the fee. Monthly billing will continue until the Participant cancels their membership in accordance with this Agreement. Participants will be notified in advance of any changes to the Monthly Membership Fee, and unless otherwise stated, fee changes will take effect at the start of the next billing cycle following notice.
4.4 Payment Authorization and Billing Practices: The Participant authorizes the Company to securely store and maintain their designated payment credentials through Stripe, the Company’s payment processor, for the duration of participation in the Beta Program. The Participant expressly consents to the Company initiating charges on the stored payment method for all applicable amounts under this Agreement, including Term fees, Monthly Membership Fees, fines, or other authorized charges. This authorization applies only to the specific usage described in this Agreement. The Participant acknowledges that they have been informed of the timing, frequency, and amount of any charges and that the Company will retain a record of their written or electronic consent in accordance with Stripe’s compliance requirements. All charges will appear on the Participant’s statement under the Company’s legal name or as processed through Stripe. The Participant is responsible for maintaining current and valid payment information; failure to do so may result in suspension or termination of membership.
4.5 Refund and Credit Policy: Except as expressly stated herein, all payments are non-refundable. Refunds will be issued only in the following limited circumstances: (i) duplicate billing or demonstrable payment processing error by the Company or Stripe; (ii) documented fraudulent charge verified by the Company and Stripe; or (iii) complete cancellation of the Beta Program by the Company prior to the conclusion of a prepaid Term. Approved refunds will be processed within ten (10) business days of written confirmation by the Company and issued to the original payment method via Stripe unless otherwise agreed. Participants acknowledge that partial or proportional refunds will not be provided for dissatisfaction with the Program experience or personal scheduling conflicts.
4.6 Membership Pause and Extenuating Circumstances: Participants who experience significant life events, such as illness, injury, relocation, or family emergency that materially affect their ability to attend Events may request a temporary membership pause (“Pause Request”). All Pause Requests must be submitted in writing with a brief description of the underlying circumstance. The Company shall review each Pause Request in good faith and, at its sole discretion, may approve a temporary suspension of membership fees for a defined period not exceeding one (1) Term. During a pause period, Participants shall not accrue attendance credit. Upon reactivation, the Participant’s account and obligations will resume under the same terms as prior to the pause unless otherwise approved in writing. Approval of one Pause Request shall not obligate the Company to approve future requests.
4.7 Taxes and Fees: All prices and charges referenced herein are exclusive of applicable taxes, surcharges, or payment-processing fees, which shall be added where required by law. The Participant agrees to pay any such amounts in addition to the base membership fees.
4.8 Disputed Charges: In the event of a billing dispute, the Participant must notify the Company in writing within fifteen (15) calendar days of the disputed charge. Failure to timely notify the Company shall constitute acceptance of the charge as valid. The Company will investigate any properly submitted dispute in good faith and respond within a reasonable time.
4.9 Modification of Terms: The Company reserves the right to modify, update, or replace these Terms of Service, including adjustments to pricing, enrollment procedures, and participation requirements, to reflect changes in the Company’s recruitment strategy or program structure. Such modifications will apply prospectively to new participants and to future Terms for existing participants, but no changes will retroactively alter fees or obligations already paid or incurred under a previous version of these Terms. Participants will be notified of any material updates, and continued participation in the Program after notice of such changes constitutes acceptance of the revised Terms.
5. Media Release: By participating in the Beta Program, the Participant consents to the Company’s use of photographs, video recordings, or other media captured during Events for promotional, marketing, or social media purposes. If a Participant does not wish to have their image or likeness used, they may opt out by providing written notice to the Company via email prior to or during the Beta Program. The Participant understands that opting out will not affect their participation in the Program, but that any media captured prior to receipt of the opt-out notice may still be used by the Company in accordance with this section.
6. Code of Conduct and Participant Obligations
6.1 Standard of Conduct: The Participant acknowledges that the Beta Program is designed to foster connection, respect, and mutual trust among participants. Accordingly, the Participant agrees to conduct themselves in a manner that promotes a positive, inclusive, and safe environment. All interactions with other participants, Company representatives, and venue personnel shall be guided by respect, courtesy, professionalism, and good faith.
6.2 Prohibited Conduct: The following actions and behaviors are strictly prohibited and constitute grounds for immediate suspension or termination of membership: engaging in disruptive, disorderly, or hostile behavior, including arguments, intimidation, or physical altercations; using language or gestures that are discriminatory, harassing, obscene, threatening, or otherwise offensive based on race, color, religion, sex, gender identity, sexual orientation, disability, national origin, or any other protected characteristic; possessing, consuming, or distributing illegal drugs or controlled substances at any Event or Company-sponsored activity; arriving to any Event under the influence of alcohol or drugs in a manner that impairs participation or safety; photographing, video recording, or audio recording any portion of the Event or other participants without express prior consent of both the individual being recorded and the Company; sharing, publishing, or otherwise disclosing the personal information or private communications of other participants without permission; engaging in solicitation, self-promotion, or unauthorized commercial activity during the Beta Program; or any act or omission that jeopardizes the safety, comfort, or privacy of others or the reputation and operational integrity of the Company.
6.3 Confidential and Respectful Social Environment: Participants acknowledge that the success of the Beta Program depends upon mutual trust and privacy. Discussions, interactions, and shared experiences that occur during Events are considered confidential within the group. Participants shall refrain from sharing or discussing other participants’ statements, stories, or identifying information outside the Event setting without prior consent. The Company encourages openness and connection but requires that all participants respect personal boundaries and maintain discretion regarding sensitive information shared by others.
6.4 Zero-Tolerance Policy: The Company enforces a zero-tolerance policy toward harassment, violence, discrimination, or any form of unsafe or unethical behavior. Any Participant found to have engaged in such conduct may be immediately removed from the Event venue and permanently barred from further participation. The Company’s determination of whether conduct violates this policy shall be final and conclusive, and the Company may, at its discretion, report serious incidents to local authorities or venue management as appropriate.
6.5 Compliance with Rules and Instructions: Participants must comply with all Program rules, venue policies, and lawful instructions from Company representatives or facilitators. Repeated noncompliance, even if minor in nature, may result in corrective action, temporary suspension, or permanent termination of participation.
6.6 Termination for Cause: The Company may suspend or terminate a Participant’s membership, without prior notice or refund, for any breach of this Code of Conduct or any material provision of this Agreement. Grounds for termination include, but are not limited to, misconduct described above, failure to follow safety protocols, or any action that disrupts the experience for others. Upon termination, the Participant shall immediately lose all rights and privileges associated with the Beta Program, including access to Events, communications, and materials.
6.7 Discretionary Termination and Community Safety: In addition to termination for cause, the Company reserves the right, at its sole discretion and without obligation to provide explanation, to terminate any Participant’s membership at any time and for any reason if it determines that continued participation would adversely affect the comfort, safety, or cohesion of the community, or the integrity of the Beta Program. Such termination shall not entitle the Participant to any refund, reimbursement, or compensation beyond what is expressly provided in Section 4.5. This discretionary right is intended to preserve a safe, positive, and inclusive environment for all participants.
7. Confidentiality, Non-Disclosure, and Social Media Restrictions
7.1 Definition of Confidential Information: Participant acknowledges and agrees that during participation in the Beta Program, they may have access to or learn proprietary or non-public information belonging to the Company (“Confidential Information”). Confidential Information includes, without limitation, business plans, marketing strategies, pricing models, financial information, and operational data; concepts, designs, layouts, and branding elements related to the Company’s social club experience; event formats, scripts, prompts, facilitation techniques, and participant engagement methods; software, systems, and internal communication materials; participant feedback, data collected during the Beta Program, and Company responses thereto; and any other information designated as confidential or which a reasonable person would understand to be confidential by its nature.
7.2 Purpose of Disclosure: Confidential Information is provided solely for the limited purpose of participating in and evaluating the Beta Program. Participant shall not use such information for any personal, professional, or commercial purpose other than as expressly authorized in writing by the Company.
7.3 Participant’s Obligations: Participant agrees to maintain all Confidential Information in the strictest confidence and to take reasonable steps to prevent unauthorized disclosure or misuse. Participant shall not copy, reproduce, distribute, or summarize any Confidential Information, in whole or in part, nor disclose or communicate it to any third party without prior written consent from the Company. Participant must immediately notify the Company of any unauthorized use or disclosure of Confidential Information and, upon termination of participation or at the Company’s request, return or permanently delete all Confidential Information in their possession.
7.4 Social Media and Public Disclosure Restrictions: Without limiting the foregoing, Participant expressly agrees that, during and after the Beta Program, they shall not, without prior written authorization from the Company, post, publish, or share any photos, videos, recordings, testimonials, opinions, or content related to the Beta Program on any social media platform, website, blog, or online forum; discuss, review, or comment on any aspect of the Beta Program, including participant experiences, Company staff, or internal operations; use the Company’s name, trademarks, logos, or likeness in any post, publication, or digital content; or engage in any conduct online or offline that may disparage, defame, or otherwise negatively impact the reputation of the Company, its affiliates, or the Beta Program.
7.5 Exceptions: The obligations under this Section shall not apply to information that becomes publicly available through no fault or breach of the Participant; was lawfully in the Participant’s possession prior to disclosure by the Company; is independently developed by the Participant without reference to the Company’s Confidential Information; or is required to be disclosed by law, subpoena, or court order, provided that the Participant gives prompt written notice to the Company to allow it to seek protective measures.
7.6 Duration of Obligations: The confidentiality and non-disclosure obligations set forth in this Section shall survive participation in the Beta Program and remain in effect for five (5) years following termination or completion of the Beta Program.
7.7 Remedies and Injunctive Relief: Participant acknowledges that any breach of this Section may cause irreparable harm to the Company, for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek immediate injunctive and equitable relief, including temporary restraining orders or injunctions, in addition to any other remedies available under law or equity.
8. Intellectual Property and Ownership
8.1 Ownership of Materials and Content: All concepts, event structures, formats, names, trade names, service marks, trademarks, logos, artwork, text, scripts, videos, photography, recordings, software, promotional materials, and any other creative or operational content developed, displayed, or used in connection with the Beta Program (collectively, “Company IP”) are and shall remain the sole and exclusive property of the Company. Participation in the Beta Program does not grant the Participant any ownership, license, or other rights in or to the Company IP.
8.2 Protection of Intellectual Property: Participant acknowledges that all intellectual property of the Company, including concepts, materials, content, names, trademarks, logos, methodologies, and related documentation (“Company IP”), constitutes valuable trade secrets and proprietary information. Participant agrees that, without the prior written consent of the Company, they will not copy, reproduce, modify, or create derivative works based on any Company IP; distribute, transmit, sell, license, rent, or otherwise exploit any portion of the Company IP for any purpose; reverse-engineer, decompile, or disassemble any materials, systems, or methodologies used in the Beta Program; use or register any domain name, social media handle, business name, or trademark containing or confusingly similar to the Company’s marks or branding; or represent, directly or indirectly, that they are affiliated with, endorsed by, or authorized to act on behalf of the Company.
8.3 Feedback and Participant Contributions: Participant may, from time to time, provide comments, suggestions, ideas, or other feedback regarding the Beta Program (“Feedback”). Participant hereby irrevocably assigns to the Company all rights, title, and interest in and to any such Feedback, including any associated intellectual property rights. The Company shall have the unrestricted right to use, reproduce, disclose, modify, display, distribute, and commercialize such Feedback in any manner, without compensation, acknowledgment, or obligation to the Participant. Participant further waives any moral rights or claims related to such Feedback to the maximum extent permitted by law.
8.4 No Implied Rights or Licenses: Except as expressly stated in this Agreement, no rights, title, or interest in or to any Company IP are granted to the Participant by implication, estoppel, or otherwise. Any rights not expressly granted herein are reserved by the Company.
8.5 Obligations Upon Termination: Upon completion or termination of participation in the Beta Program, the Participant shall immediately cease using and return or permanently delete all Company materials, documentation, or content in their possession, including any copies, notes, or summaries thereof.
8.6 Enforcement and Remedies: Participant acknowledges that unauthorized use or disclosure of Company IP may cause immediate and irreparable harm for which monetary damages would be insufficient. The Company shall therefore be entitled to seek injunctive relief, specific performance, or any other equitable remedies in addition to any other legal rights available.
9. Health, Safety, and Assumption of Risk
9.1 Awareness of Risks: Participant acknowledges that participation in the Beta Program may involve physical activity, emotional engagement, and social interaction that could expose them to certain risks, including but not limited to: slips, falls, minor injuries, emotional distress, or exposure to communicable diseases. Participant affirms that they have voluntarily chosen to participate with full knowledge of such risks.
9.2 Voluntary Participation and Assumption of Risk: Participant understands and expressly agrees that participation is voluntary and undertaken at their own risk. Participant hereby assumes full responsibility for any risk of bodily injury, illness, emotional distress, property loss, or other harm that may result from participation in any Event or related activity.
9.3 Health Status and Responsibility: Participant represents that they are in good physical and mental health and are not aware of any medical condition that would make participation unsafe or inadvisable. Participant agrees to disclose any physical or mental condition that could affect their safety or the safety of others prior to participation. Additionally, Participant agrees to bring and use any personal medical devices, medications, or equipment necessary for their own safety and well-being. The Company reserves the right to request a physician’s clearance or to deny participation if it reasonably believes that a Participant’s health condition poses a risk.
9.4 Compliance with Safety Protocols: Participant agrees to comply with all safety instructions and policies communicated by the Company. This includes, but is not limited to, adherence to venue-specific safety rules, following any applicable COVID-19 or other communicable disease precautions such as masking, social distancing, vaccination, or testing, and observing all emergency procedures, including evacuation and first-aid protocols, as directed by the Company or its representatives.
9.5 Emergency Medical Care Authorization: In the event of an emergency, the Participant authorizes the Company or its representatives to seek medical attention on their behalf and agrees to assume all costs associated with such care. The Company makes no representation or guarantee regarding the qualifications or availability of medical personnel.
9.6 Acknowledgment of Understanding: Participant affirms that they have read and fully understand this Section, including the waiver of legal rights, and sign or electronically agree to it voluntarily as a condition of participation.
10. Privacy and Data Usage: The Company will collect and store limited personal data necessary for participation in the Beta Program, including, but not limited to, the Participant’s name, contact information, payment details, and attendance records. This information will be used exclusively for program administration, payment processing, operational management, and compliance with applicable legal obligations. The Company agrees not to sell or otherwise share Participant data with third parties except as required to perform these functions or as mandated by law. By participating in the Beta Program, the Participant consents to receive administrative or program-related communications via email, text message, or other electronic communication methods.
11. Cancellation, Withdrawal, and Termination: Participants may withdraw from the Beta Program at any time by providing written notice to the Company; however, prepaid fees are non-refundable except as expressly provided in Section 4.5 of this Agreement. The Company reserves the right to modify, suspend, or terminate the Beta Program or any individual Participant’s membership at any time for operational, behavioral, or safety reasons. Upon termination, the Participant’s access to all Company activities, materials, and Beta Program privileges will immediately cease. Notwithstanding termination, the obligations outlined in Sections 6 (Confidentiality), 7 (Intellectual Property), and 15 (Dispute Resolution) shall survive and remain enforceable.
12. Feedback and Evaluation: Participants agree to participate in optional surveys, interviews, or other evaluation activities designed to help the Company improve the Beta Program experience. Any feedback provided, including anonymous or de-identified data, becomes the property of the Company, which may use, reproduce, analyze, or publish such feedback for research, marketing, or other purposes without further compensation, acknowledgment, or approval from the Participant.
13. Disclaimer of Warranties: The Beta Program is provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or uninterrupted availability. Participation in the Beta Program is experimental, and the Company makes no representations or guarantees regarding specific outcomes, benefits, or participant satisfaction. Participants acknowledge that any reliance on the Program’s materials, methods, or activities is at their own risk.
14. Limitation of Liability: To the fullest extent permitted by applicable law, the Company’s total cumulative liability to a Participant for any and all claims, losses, or damages arising out of or related to participation in the Beta Program shall not exceed the total amount actually paid by the Participant to the Company for participation in the Program. In no event shall the Company be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to emotional distress, reputational harm, lost opportunity, or loss of enjoyment. This limitation applies regardless of the cause of action, whether in contract, tort, or otherwise, even if the Company has been advised of the possibility of such damages.
15. Indemnification: The Participant agrees to indemnify, defend, and hold harmless the Company, its officers, employees, agents, affiliates, and contractors from and against any and all claims, demands, losses, liabilities, damages, or expenses, including reasonable attorneys’ fees, arising from or relating to the Participant’s actions, violations of this Agreement, or participation in the Beta Program. This obligation to indemnify applies regardless of whether a claim arises directly from the Participant’s conduct or from the Participant’s failure to comply with any term of this Agreement.
16. Governing Law and Dispute Resolution: This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Michigan, without regard to its conflict-of-law principles. The Parties expressly agree that any legal or equitable rights and obligations arising under this Agreement shall be determined solely under the laws of Michigan. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter amicably through good faith negotiation. Each Party agrees to engage constructively and provide relevant information reasonably requested by the other Party to facilitate resolution. If the dispute cannot be resolved through negotiation within a reasonable period, the Parties agree to submit the matter to final and binding arbitration in Detroit, Michigan, conducted in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties or, if the Parties cannot agree, appointed in accordance with AAA rules. Arbitration shall be conducted on an individual basis and not as part of a class, collective, or representative action. The arbitrator shall have authority to decide all issues in accordance with the terms of this Agreement and applicable law. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.
17. Miscellaneous: This Agreement represents the complete and exclusive understanding between the Parties regarding the Beta Program and supersedes any prior agreements, discussions, representations, or understandings, whether written or oral, relating to the subject matter herein. No statements, promises, or representations outside of this Agreement shall be binding on either Party. Any modification, amendment, or waiver of any provision of this Agreement shall be valid only if made in writing and signed by both Parties. Oral modifications or informal communications shall have no legal effect. If any provision or portion of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect, reflecting the Parties’ original intent to the greatest extent possible. The Participant may not assign, delegate, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any unauthorized assignment shall be void. The Company’s failure to enforce any right or provision of this Agreement at any time shall not constitute a waiver of that right or provision, nor shall it affect the Company’s ability to enforce such rights in the future. All notices, requests, demands, or communications required or permitted under this Agreement must be in writing and delivered either electronically to the email address provided or via certified or registered mail to the mailing address on record. Notices shall be deemed received upon delivery or, in the case of email, upon confirmation of successful transmission. Section headings are provided for convenience only and shall not affect the interpretation of any provision of this Agreement. This Agreement shall be construed in a manner that gives effect to the Parties’ intent and the purpose of the Beta Program.
18. Acknowledgment and Acceptance: By electronically accepting this Agreement through the “I agree to Rococo’s Terms of Service” checkbox during registration or checkout, the Participant affirms that they have carefully read, fully understood, and voluntarily agree to be bound by all terms, conditions, obligations, and policies set forth herein. The Participant acknowledges that participation in the Beta Program is entirely voluntary and that they have had the opportunity to review the Agreement in its entirety, ask questions, seek clarification, or obtain independent legal, medical, or other professional advice prior to acceptance. The Participant further understands that their participation involves certain risks and responsibilities as outlined in this Agreement, including but not limited to health, safety, and confidentiality obligations. By clicking the acceptance box, the Participant consents to all provisions, acknowledges the potential consequences of non-compliance, and agrees that this electronic acceptance constitutes a legally binding commitment to abide by the rules and requirements of the Beta Program.
By clicking the ‘I agree to Rococo’s Terms of Service’ checkbox during registration or checkout, the Participant acknowledges that they have read, understood, and agree to be bound by all terms of this Agreement, which constitutes a valid and binding electronic acceptance under applicable law.