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SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-‐INFRINGEMENT. ROKU DOES NOT GUARANTEE,
REPRESENT, OR WARRANT THAT THE TELEVISION, THE SEPARATELY LICENSED CODE AND THE SOFTWARE WILL BE: (I) SECURE,
VIRUS-‐FREE OR ERROR-‐FREE, OR (II) FREE FROM ATTACK OR SECURITY INTRUSION.
(B)
IN NO EVENT SHALL ROKU, ITS DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE TO YOU FOR PERSONAL INJURY OR PROPERTY
DAMAGE, OR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING
OUT OF ANY TELEVISION, THE SEPARATELY LICENSED CODE, THE SOFTWARE, OR YOUR USE THEREOF; AND
(C)
YOU AGREE THAT (I) THE TOTAL CUMULATIVE LIABILITY OF ROKU, ITS DIRECTORS, OFFICERS AND EMPLOYEES UNDER THIS EULA,
INCLUDING LIABIILTY RELATING TO ALL TELEVISIONS LINKED TO YOUR ROKU ACCOUNT, AND THE SEPARATELY LICENSED CODE AND
THE SOFTWARE IN SUCH TELEVISIONS, AND YOUR USE THEREOF, SHALL NOT EXCEED THE AMOUNT SET FORTH IN THE ROKU
ACCOUNT TERMS AND CONDITIONS YOU AGREED TO FOR YOUR ROKU ACCOUNT, AND (II) ROKU, ITS DIRECTORS, OFFICERS AND
EMPLOYEES SHALL NOT BE LIABLE TO YOU UNDER THIS EULA FOR ANY DIRECT DAMAGES ARISING OUT OF, OR IN CONNECTION
WITH THE TELEVISION. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL
PURPOSE AND EVEN IF ROKU, ITS DIRECTORS, OFFICERS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR LIMITATOINS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES,
SO SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-‐
WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO
JURISDICTION.
Export Controls
You agree not to download any Content or Software, nor otherwise export or re-‐export any Television or the Software into (or to a national or
resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country as to which the United States or your country has embargoed goods,
or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial
Orders or on similar restricted lists published by your government from time to time. By using any Television or the Software, you are
representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Choice of Law; Dispute Resolution
A.
If you are a consumer and a resident in any country in the European Economic Area where the sale of the Television is expressly
authorized by its manufacturer, this EULA does not apply to you.
B.
In all other cases, including if you are a resident of the United States (and its possessions and territories) or Canada, you agree that
this EULA shall be governed by the laws of the State of California without regard to any conflict of laws principles that may provide
the
application
of the law of another jurisdiction; and:
1.
You and Roku agree to be bound by the procedures set forth below to resolve any and all claims between you and Roku arising
out of or relating to any aspect of this EULA, whether based in contract, tort, statute, fraud, misrepresentation or any other
legal theory, including but not limited to, claims between you and Roku related to the Television and the Software. Each such
claim is referred to individually as “
Claim
” and collectively as “
Claims
”.
2.
YOU AND ROKU AGREE THAT, EXCEPT FOR THE CLAIMS IDENTIFIED IN PARAGRAPH 4 OF THIS SECTION BELOW, ANY AND ALL
CLAIMS BETWEEN YOU AND ROKU SHALL BE FINALLY SETTLED BY BINDING ARBITRATION
. The arbitration shall take place in
Santa Clara County, California and shall be administered by the American Arbitration Association (“AAA”) pursuant to the
AAA’s then-‐current rules, including (if applicable) the AAA’s Supplementary Procedures for Consumer-‐Related Disputes. Please
be aware there is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than the rules applicable
in court, and review of the arbitrator’s decision by a court is limited.
YOU AND ROKU FURTHER AGREE THAT EACH OF YOU
MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN
MORE THAN ONE PERSON’S CLAIM AND MAY NOT PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE OR CLASS
PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE OR DECLARATORY RELIEF)
ONLY ON AN INDIVIDUAL BASIS AND MAY NOT AWARD ANY FORM OF CONSOLIDATED, REPRESENTATIVE OR CLASS-‐WIDE
RELIEF.
Notwithstanding any provision in these terms to the contrary, if the class-‐action waiver in this provision is deemed
invalid or unenforceable, or if an arbitration is allowed to proceed on a class basis, then neither you nor Roku are entitled to
arbitrate the Claims. This arbitration provision is subject to the Federal Arbitration Act. The arbitrator’s award shall be binding
on you and Roku, and may be entered in any court of competent jurisdiction.
3.
Information on AAA and how arbitration is initiated can be found at
www.adr.org
or by calling 800-‐778-‐7879. For Claims
between You and Roku of $75,000 or less, you will be responsible for the initial arbitration filing fee, up to the amount of the
initial filing fee if you were to initiate a lawsuit against Roku based on such Claims in court. If the arbitrator finds such Claims to
be non-‐frivolous, Roku will pay any difference in such filing fees plus the arbitrator fees. For Claims between You and Roku in
excess of $75,000, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of
litigation, Roku will pay as much of your actual filing fees and the arbitrator fees for the arbitration as the arbitrator deems
necessary to prevent the arbitration from being cost-‐prohibitive as compared to the cost of litigation.
4.
This agreement to arbitrate does not apply to any Claim (a) in which a party is attempting to protect its intellectual property
rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights), or
(b) that may be brought in small-‐claims court.
