Terms of Service

THESE TERMS OF SERVICE - SUBSCRIPTION SERVICES AGREEMENT (“AGREEMENT”) IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU AND YOUR AUTHORIZED USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR FREE TRIAL FOR THE SERVICES.

‍

Welcome to Roz, a service provided by Hampton Innovations Incorporated d/b/a Roz ("Roz," "we," "us," or "our"). By accessing or using our Roz software-as-a-service platform and related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to that organization.

‍

The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase Roz’s Services and Professional Services as agreed to by the Customer. 

‍

Modification of Terms of Service

Roz reserves the right to modify these Terms of Service at any time. Any changes will be effective immediately upon posting the revised terms on our website or within our application. We will provide notice of material changes through email, in-app notifications, or by other means that we deem appropriate. Your continued use of the service following the posting of changes constitutes your acceptance of such changes. It is your responsibility to review these Terms of Service periodically for updates.

‍

Table of Contents: General Terms and Conditions:

General Terms and Conditions of Roz

1. Access and Use of Services
2. User Obligations and Restrictions
3. Term and Termination
4. Fees and Payment
5. Data Protection and Privacy
6. Data Processing Agreement 
7. Intellectual Property Rights
8. Warranties and Disclaimers
9. Indemnification
10. Miscellaneous

‍

1. Access and Use of Services

‍

1.1 Service Availability

Roz is available 24/7 with 98% uptime, except during planned downtime or force majeure events.

‍

1.2 Support

Support is available via chat and ticket on weekdays, excluding federal holidays. Upgraded support, including service level agreements, can be negotiated through master service agreements with an Enterprise level engagement.

‍

1.3 Professional Services

Upon Customer's request, Roz may provide Professional Services subject to the terms and conditions negotiated in a separate agreement.

‍

1.4 Modifications

Roz may modify the features and functionality during the Subscription Term. We will provide Customer with thirty (30) days' advance notice of any deprecation of any material feature or functionality. Roz will not materially decrease the overall functionality of Roz purchased by Customer or the security measures detailed in this Agreement during the Subscription Term.

‍

1.5 Additional Features

Roz will notify Customer of applicable Supplemental Terms or alternate terms and conditions prior to Customer's activation of any additional features. Activation of any additional features in Customer's Account will be considered acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

‍

1.6 Extension of Rights to Affiliates

Customer may extend its rights, benefits, and protections provided herein to its Affiliates and to contractors or service providers acting on Customer's or Customer's Affiliates' behalf, provided that Customer remains responsible for their compliance hereunder. An Affiliate may also directly purchase Roz or Professional Services pursuant to the terms of this Agreement provided that such Affiliate (i) executes an Order Form or Statement of Work for such Services or Professional Services; and (ii) agrees to be bound by the terms of this Agreement as if it were an original party hereto.

‍

2. User Obligations and Restrictions

‍

2.1 Login Management

Access to and use of certain Roz Services is restricted to the specified number of individual Users permitted under Customer's subscription, as detailed in the Documentation. For User-based Services, Customer agrees that a User login cannot be shared or used by more than one (1) individual per Account. User logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. Customer and Users are responsible for maintaining the confidentiality of all User login information. Customer shall not use the API or any Software to circumvent Service restrictions or User licensing limitations enforced in the Service interface. Roz reserves the right to charge Customer for any overuse of a Service in violation of this Agreement or the features and limitations specified in the Site or Documentation, in addition to other available remedies.

‍

2.2 Compliance

Customer is responsible for compliance with this Agreement by Users and for all activities occurring under an Account, which Roz may verify. Customer will ensure its use of the Services complies with all applicable laws, regulations, privacy notices, agreements, or other obligations Customer maintains with Users.

‍

2.3 Use Restrictions 

Customer will not, and will ensure its Users do not:

1. Make the Services available to anyone other than Customer or its Users, except as expressly allowed in an Order Form;
2. Modify, adapt, alter, or translate the Services;
3. Sublicense, sell, resell, rent, loan, or distribute the Services, or include them in outsourcing offerings;
4. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except as permitted by law;
5. Interfere with the operation of the Services or attempt to test their vulnerability without prior authorization;
6. Use the Services to store or transmit unlawful material or violate third-party privacy rights;
7. Create derivative works based on any part of the Services;
8. Use the Services to build a competitive product or for competitive analysis;
9. Attempt to access the Services through unapproved interfaces;
10. Remove or alter any proprietary notices on the Services;
11. Upload sensitive personal information to the Services (e.g., financial, medical, government IDs, credit card data, social security numbers);
12. Use the Services in any manner exceeding the scope permitted under applicable Order Forms (for Professional Services rendered or Enterprise Contracts agreed upon)

‍

2.4 System Requirements 

Customer is responsible for maintaining high-speed Internet connections and compatible browser software for proper use of the Services. Roz is not responsible for notifying Customers of software upgrades or for data compromises occurring across networks not controlled by Roz infrastructure. Roz assumes no responsibility for the reliability or performance of connections outside its control.

‍

3. Term and Termination 

‍

3.1 Term

This Agreement begins on the Effective Date and continues while the Customer has an active subscription to Roz Services, or until terminated in accordance with these terms.

The initial Subscription Term is either one month or one year from the Effective Date, depending on the billing option selected during the sign-up process. Unless terminated, subscriptions automatically renew for additional terms of the same length as the initial term (monthly or annual).

‍

Renewal charges will be processed automatically through Stripe at Hampton's then-current standard rates for the applicable Service plan. For annual subscriptions, renewal charges will be processed at the start of each new annual term. For monthly subscriptions, renewal charges will be processed at the start of each new monthly term.

‍

Customer authorizes Roz to charge the payment method on file through Stripe for all applicable fees upon renewal. Roz will notify Customer of any price changes at least 30 days before the start of a renewal term for annual subscriptions, and at least 7 days before the start of a renewal term for monthly subscriptions.

In exceptional cases where an Order Form is used, the Subscription Term and renewal terms specified in that Order Form will supersede the standard terms described above.

‍

3.2 Cancellation

Either Party may terminate a subscription at the end of the current term by providing notice to support@getroz.com at least thirty (30) days before the term ends.

‍

3.3 Termination for Cause

A Party may terminate this Agreement:

Upon written notice of a material breach, allowing thirty (30) days for the other Party to cure; If the other Party becomes subject to bankruptcy or insolvency proceedings.

‍

3.5 Payment Upon Termination

Except for termination under Section 3.3, Customer must immediately pay all unpaid charges for the remainder of the Subscription Term.

‍

3.6 No Refunds/Credits

Except for termination rights under Section 3.3, Roz does not provide refunds or credits for Subscription Charges or other fees.

‍

3.7 Export of Customer Data

Upon written request, Roz will make Customer Data available for export or download for 30 days after termination, expiration, or Account migration, in accordance with our Customer Data Deletion and Retention Policy.

‍

4. Fees and Payment

‍

4.1 Payment Processing

Roz uses Stripe as its payment processor. By using Roz, you agree to be bound by Stripe's Services Agreement, which can be found at https://stripe.com/legal/ssa.

‍

4.2 Payment Terms 

Unless otherwise specified in an Order Form or Statement of Work, all Subscription Charges are due upon commencement of the Subscription Term. Customer shall pay all undisputed fees within the timeframe specified by Stripe's payment processing terms.

‍

4.3 Billing Information

Customers are responsible for providing and maintaining accurate billing information through Roz's billing settings. This includes keeping payment method information up to date for payment processing via Stripe.

‍

4.4 Service Suspension

If Customer fails to pay any charges within the timeframe specified by Stripe, or if Customer's payment method is declined, Roz may suspend access to Roz for Customer and its Users, in addition to other available remedies.

‍

4.5 Fees 

Customers will pay all Fees in accordance with the Order Form and this Agreement. Payment obligations are non-cancelable, and Fees paid are non-refundable. Roz may increase Subscription Charges upon renewal by providing written notice at least forty-five (45) days prior to the renewal date.

‍

4.6 Upgrades and Downgrades 

Upgrades during a Subscription Term will be charged pro-rata for the remaining term. Downgrades are only permitted at the end of the current Subscription Term with thirty (30) days prior written notice.

‍

4.7 Taxes 

Subscription Charges do not include Taxes. Customer is responsible for paying all applicable Taxes, except those assessable against Roz based on its net income. Taxes will be calculated based on the billing information provided and added to the invoice.

‍

4.8 Disputes

Any payment disputes must be submitted to Roz in writing before the payment due date. The parties will work in good faith to resolve any such disputes promptly.

‍

Roz does not own the content you create or submit in your Roz workspace. Your content stays yours. These terms don’t give us any rights to your content, except for what we need to provide the Roz service to you. Notwithstanding the foregoing, we may access content to see how we can improve our service and check customer satisfaction. By using Roz, you are agreeing to the access terms of your content.

‍

4.9 Currency

All payments will be processed in the currency specified within Stripe. Any currency conversion fees or charges are the responsibility of the Customer.

‍

4.10 Payment Methods

Roz accepts payment methods as supported by Stripe, which may include credit cards, debit cards, and other forms of electronic payment. The availability of specific payment methods may vary based on location and other factors determined by Stripe.

‍

By using Roz and agreeing to these terms, you authorize Roz and Stripe to charge your chosen payment method for all fees incurred in connection with your use of the Service.

‍

5. Data Protection and Privacy

‍

5.1 Data Processing

Roz will process personal data in accordance with applicable laws and the Privacy Policy.

‍

5.2 Third-Party Service Providers

Roz may use third-party service providers to assist in providing Roz services, but these providers will not have access to Customer Data. These providers will be subject to confidentiality obligations substantially similar to those herein. Roz shall be responsible for their acts and omissions as if performing the services directly.

‍

5.3 Customer Information

Roz shall be the Data Controller of personal information of Customer's Users and admins, processing such information according to its Privacy Policy www.getroz.com/legal/privacy. Customer is responsible for informing its Users and admins of their rights and warrants it has obtained all necessary consents and permissions under applicable data protection laws.

‍

6. Data Processing Agreement

This section constitutes the Data Processing Agreement ("DPA") between Roz ("we," "us," or "Processor") and the Customer ("you" or "Controller") regarding the processing of personal data in connection with the Roz compliance platform ("Service").

‍

6.1 Definitions

• Personal Data: Any information relating to an identified or identifiable natural person.
• Processing: Any operation performed on personal data, whether automated or not.
• Data Controller: The entity determining the purposes and means of processing personal data.
• Data Processor: The entity processing personal data on behalf of the Controller.
• Customer Data: refers to any data provided or made available by the Customer to Roz in connection with the services provided under the Agreement. Customer Data may include, but is not limited to, information such as names, contact details, payment information, documents, and any other data or information that the Customer chooses to upload, submit, store, or otherwise use with Roz's services. 

‍

6.2 Data Processing

Scope: We will process data only on data inputted into Roz’s system and in accordance with this Agreement.

‍

Purpose: Processing is solely for providing the Service and purposes you explicitly authorize.

‍

Categories of Data: The categories of data we may process include, but are not limited to:

1. Contact information (name, email address)
2. Company information (name)
3. User account information (username, hashed password)
4. Usage data (log data, IP addresses)
5. User Content (documentation uploaded into knowledge base)
6. Questionnaire responses and related data

‍

User Content: “User Content” means any and all information and content that a user submits to, or uses with, Roz (e.g., content in the user’s profile, documentation, and user input).  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 6.13).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Roz.  Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Roz is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

‍

Categories of Data Subjects: Your employees, customers, Service users, and others whose data you provide.

‍

Duration: Processing will continue as long as necessary to fulfill the purposes outlined herein. 

‍

Confidentiality: We will treat data as confidential, disclosing it only as permitted herein or required by law.

‍

6.3 Data Security

We implement appropriate technical and organizational measures to ensure personal data security. Roz will implement safeguards to protect Customer Data to ensure the security, confidentiality and integrity of Customer Data. 

‍

If either Party becomes aware of a Security Incident, they must promptly notify the other Party within seventy-two (72) hours or any shorter period required by law, unless legally prohibited. Both Parties shall assist in mitigating potential damage. Roz shall conduct a root cause analysis after any Security Incident and share results upon request. Parties shall review public communications about Security Incidents prior to publication.

‍

Roz ensures that persons authorized to process Customer Data under this Agreement have committed themselves to confidentiality and high privacy standards. Roz implements access controls to ensure that only authorized personnel have access to Customer Data, based on the principle of least privilege. Roz uses encryption for Customer Data during transit and at rest, using a minimum standard of AES 256 encryption. 

‍

6.4 Data Subject Rights

We will assist you in responding to data subject requests under applicable data protection laws.

‍

6.5 Sub-Processing

Roze authorizes the use of subprocessors to process Customer Data under this agreement. The subprocessors currently engaged by Roz, and which may have access to Customer Data, are listed below. Roz uses subprocessors to assist in providing services, subject to confidentiality obligations. Roz reserves the right to update subprocessors at any time, unless otherwise agreed to in an alternative agreement. Users are encouraged to refer back to the terms of service periodically to review Roz’s subprocessing.

‍

List of Subprocessors

6.6 Data Transfers

All processing of Customer Data, including hosting and storage, shall exclusively occur in the United States unless otherwise agreed upon in writing by both parties. You consent to the transfer of Customer Data to the United States for the purposes described herein, including any onward transfers to subprocessors as permitted under this agreement. 

Roz shall ensure that any transfer of Customer Data outside of the United States complies with applicable data protection laws and regulations. This includes implementing appropriate safeguards such as standard contractual clauses adopted by the European Commission or other legally recognized transfer mechanisms under GDPR.

‍

6.7 Audit Rights

Audit rights shall not be granted by default under this agreement. You may request audit rights in a separate written agreement mutually agreed upon by both parties. If audit rights are agreed upon, audits shall be conducted in accordance with the terms set forth in the separate agreement.

‍

6.8 Liability

To the fullest extent permitted by applicable law, Roz, its affiliates, and their respective officers, directors, employees, agents, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, loss of use, cost of procurement of substitute goods or services, or any other losses (even if Roz has been advised of the possibility of such damages), whether based in contract, tort, strict liability, or otherwise, arising out of or in connection with the use of or inability to use the services, or these Terms of Service.

‍

Roz's total aggregate liability for all claims arising out of or related to the services or these Terms of Service, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, shall be limited to the lesser of (a) the amount you have paid to Roz for the use of the services in the three (3) months immediately preceding the event giving rise to the claim, or (b) fifty dollars ($50).

Any claim arising out of or related to your use of the services or these Terms of Service must be filed within six (6) months after the claim arose; otherwise, it is permanently barred.

‍

Neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, including without limitation:

• Lost profits or revenue
• Lost business opportunities
• Loss of data (except due to Hampton Innovations' gross negligence)
• Business interruption
• Loss of goodwill
• Costs of procurement of substitute goods or services

‍

Roz shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

‍

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Roz or its affiliates related to the services or these Terms of Service.

‍

6.9 Termination

You may terminate this agreement at the end of each monthly or annual subscription period by not renewing the subscription through the billing portal provided by Roz. No further written notice is required for termination under this provision.

‍

Upon termination or expiration, Roz may retain records containing Customer Data as required by applicable law or for legitimate business purposes, such as compliance with legal obligations or resolving disputes. By using the service, you agree to allow Roz to retain records containing Customer Data as described above, unless a deletion request is submitted in accordance with Roz's Privacy Policy www.getroz.com/legal/privacy.

‍

6.10 Governing Law and Jurisdiction

This DPA is governed by the laws of the State of Delaware.

‍

6.11 Compliance with Data Privacy Frameworks

Roz complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF). If there is any conflict between the terms in this privacy policy and the DPF Principles, the Principles shall govern. For more information, visit https://www.dataprivacyframework.gov/.

‍

The Federal Trade Commission has jurisdiction over Roz's compliance with these frameworks.

‍

6.12 Data Protection Officer

The contact details for our data protection officer are: 

DPO: Sarah Hampton (sarah@getroz.com)

Any privacy matter should be sent to Roz’s privacy team:

Subject: Attn: Privacy Team

Email: privacy@getroz.com

‍

6.13 Acceptable Use Policy

 The following terms constitute our “Acceptable Use Policy”:

1. You agree not to use Roz to collect, upload, transmit, display, or distribute any User Content some text
   1. that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right
   2. that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable
   3. that is harmful to minors in any way
   4. that is in violation of any law, regulation, or obligations or restrictions imposed by any third party
2. In addition, you agree not to: some text
   1. upload, transmit, or distribute to or through the Roz any malicious services intended to damage or alter infrastructure or data
   2. use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent 
   3. interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks
   4. attempt to gain unauthorized access to Roz (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means
   5. use software or AI or scripts to produce multiple accounts on Roz, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) Roz 

‍

6.14 Suspension

Roz may suspend access for violations or security risks, with or without prior notice. provided as feasible. Roz may refer any suspected fraudulent, abusive, or illegal activity by Customer or Users to appropriate law enforcement authorities.

‍

Roz reserves the right to restrict functionalities or suspend the Services (or any part thereof), Customer's Account, or Customer's and/or Users' rights to access and use the Services, and remove, disable or quarantine any Customer Data or other content under the following circumstances:

1. If the Company reasonably believes that Customer or Users have materially violated this Agreement;
2. If the Company detects any Malicious Software connected to a Customer's Account or use of the Service by Customer or Users;
3. To comply with applicable law or legal process;
4. To address an imminent security risk to the Service or other customers.

‍

This right includes the removal or disablement of Customer Data or other content in accordance with the Company's policies. The Company also reserves the right to immediately suspend Customer's Account for Customer's violation of Roz's policies.

‍

Roz shall not be liable to Customer, Users, or any other third party for any modification, suspension, or discontinuation of Customer's rights to access and use the Services that are in accordance with this Agreement.

‍

7. Intellectual Property Rights 

‍

7.1 Customer Property and Intellectual Property Rights

(a) Customer Property: We claim no ownership rights over Customer Property. The Customer Property remains yours. However, Roz has the right (but not the obligation) in its sole discretion to remove any Customer Property that is processed via the Services.

‍

By submitting, uploading, displaying, providing, or otherwise making available any Customer Property on or through the Services, you grant Roz a limited, non-exclusive license to use, reproduce, and process such Customer Property solely for the purpose of providing and improving the Roz services.

You represent and warrant that: 

1. you have all necessary rights to submit the Customer Property; 
2. the Customer Property and Roz’s use thereof will not violate any law or infringe any rights of any third party; and 
3. you have obtained all necessary consents for any personal data contained within the Customer Property.

‍

Roz takes no responsibility and assumes no liability for any Customer Property that you or any other user posts, sends, or otherwise makes available through the Services.

(b) Roz Property: All Intellectual Property Rights related to the Roz services are the exclusive property of Hampton Innovations Incorporated and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights.

‍

7.2 Feedback

If you provide any Feedback to Roz, you agree that your disclosure is gratuitous and without restriction. Roz is free to use the Feedback without any additional compensation to you and/or to disclose the Feedback on a non-confidential basis. You further acknowledge that Roz does not waive any rights to use similar or related ideas previously known to it or developed by its employees or obtained from other sources.

‍

7.3 DMCA Notice

Roz respects the intellectual property rights of others and responds to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").

‍

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Roz services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Services;
4. Information reasonably sufficient to permit Roz to contact you, such as your address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

‍

The above information must be submitted to the following DMCA Agent:

Attn: Legal Department

Hampton Innovations Incorporated

131 Continental Dr, Suite 305, Newark, DE 19713

Email: legal@getroz.com

‍

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

‍

In accordance with the DMCA and other applicable law, Roz has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. Roz may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

‍

8. Warranties and Disclaimers 

‍

8.1 General Warranties 

Both parties make standard representations and warranties about their authority to enter into the agreement and that doing so doesn't violate other obligations.

‍

8.2 Specific Warranties for Roz  

Roz warrants that:

1. The Agreement and Documentation will accurately describe the security, confidentiality, and integrity safeguards for Customer Data.
2. The Roz service will perform materially in accordance with the applicable Documentation.

‍

8.3 Customer's Exclusive Remedies 

For any breach of these warranties, the customer's exclusive remedies are those described in Section 3.3 of the agreement. This likely refers to termination rights and potential refunds, though the exact details aren't provided in this excerpt.

‍

8.4 Warranty Exclusions

The warranties do not apply to:

• Any misuse of the Roz service by the Customer or its Users
• Any unauthorized modification of the Roz service made by the Customer or its Users

‍

8.5 Disclaimers

Roz is provided "as is" without warranties of any kind, except as specifically set forth in the Agreement.

‍

8.5.1

Except as specifically set forth in Section 11.2, the Roz service, including all server and network components, is provided on an "as is" and "as available" basis, without any warranties of any kind to the fullest extent permitted by law. Roz expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

‍

8.5.2

Roz does not guarantee that its service will be uninterrupted, timely, secure, or error-free, nor does it warrant that the service will be free from viruses or other malicious software. No information or advice obtained by the customer from Roz or through the Roz service creates any warranty beyond those expressly stated in this agreement.

‍

8.5.3

Roz is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the internet and electronic communications.

‍

8.5.4

Customer acknowledges and agrees that the Roz service and any reports provided are intended as recommendations only and do not constitute any warranty or guarantee that customer, by following such recommendations, will be fully compliant with any applicable standards. Customer is solely responsible for ensuring its compliance with all applicable standards.

‍

8.6 Beta Features

From time to time, Roz may offer new "beta" features or tools with which Customer may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Roz's sole discretion. This version maintains the original meaning and structure but uses normal capitalization for better readability.

‍

9. Indemnification

‍

9.1 Indemnification

Customer shall defend, indemnify and hold harmless Roz and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

1. Customer or Customer's Authorized Users' use of and access to Roz, including any data or content transmitted or received by Customer or Customer's Authorized Users;
2. Customer or Customer's Authorized Users' violation of any term of this Agreement, including without limitation Customer or Customer's Authorized Users' breach of any of the representations and warranties above;
3. Customer or Customer's Authorized Users' violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
4. Customer or Customer's Authorized Users' violation of any applicable law, rule or regulation;
5. Customer Data or any content that is submitted via Customer or Customer's Authorized Users' account including without limitation misleading, false, or inaccurate information;
6. Customer or Customer's Authorized Users' willful misconduct; or any other party's access and use of Roz with Customer or Customer's Authorized Users' unique username, password or other appropriate security code.

‍

10. Miscellaneous 

‍

10.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Delaware. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or relating to access to or use of Roz by Customer or Users.

‍

10.2 Compliance with Export Law

You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the US Department of Commerce, and sanctions programs maintained by the US Treasury Department's Office of Foreign Assets Control ("OFAC"). You warrant that you are not located in a prohibited jurisdiction or named on any government list of prohibited or restricted parties.

‍

If Roz determines that you have violated any export laws or regulations, Roz reserves the right to remove your user account and workspace without prior notice, in accordance with our termination/suspension policies.

‍

10.3 Notices

Notices to Customer: All notices provided by Roz to Customer under this Agreement may be delivered in writing by email to the email address provided by Customer for the Account admin.

‍

Notices to Roz: All legal notices provided by Customer to Hampton Innovations Incorporated under this Agreement must be delivered in English and in writing by 

1. Courier or U.S. mail to:

Hampton Innovations Incorporated 

Attn: Legal Department

131 Continental Dr, Suite 305, Newark, DE 19713; or

‍

2. All other notices provided by Customer to Rozd under this Agreement must be delivered in English and in writing by email to legal@getroz.com.

‍

All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by email; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

‍

10.4 Entire Agreement

This Agreement constitutes the entire agreement and supersedes any and all prior agreements between Customer and Roz, with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation Customer or any entity which Customer represents provide(s), and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. 

‍

There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.