Terms of Service

THESE TERMS OF SERVICE(“TERMS”) CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN 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.

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Welcome to Roz, a service provided by Hampton Innovations Incorporated d/b/a Roz ("Roz," "we," "us," or "our"). By accessing or using our Hosted Application (as defined below), you agree to be bound by these Terms. If you are accessing or using the Hosted Application 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. We and you will sometimes be referred to collectively as the “Parties” or individually as a “Party.”

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The purpose of these Terms is to establish the terms and conditions under which Customer may purchase Roz’s Services (as defined below) as agreed to by Customer.

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Modification of Terms of Service

We reserve the right, in our sole discretion, to modify these Terms from time to time. Any changes will be effective immediately upon posting the revised terms on our website or within our application. We will alert you about any changes by updating the “last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to review these Terms periodically to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Hosted Application or the Services after such revised Terms are posted.

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Table of Contents: General Terms and Conditions:

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Definitions
Access and Use of Services
User Obligations and Restrictions
Term and Termination
Fees and Payment
Data Protection and Privacy
Data Processing Agreement
Intellectual Property Rights
Warranties and Disclaimers
Indemnification
Limitation of Liability
Miscellaneous

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1. Definitions

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1.1 “Acceptable Use Policy”

Means the policy set forth in Section 7.12 (Acceptable Use Policy), governing the acceptable use of the Hosted Application and the Services.

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1.2 “Account”

Means Customer’s or its Authorized Users’ unique instance of the Hosted Application, including associated login credentials and data, created upon subscription.

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1.3 “Aggregated Statistics”

Means data and information related to Customer's use of the Services that is used by Roz in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

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1.4 “API”

The application programming interface provided by Roz, enabling Customer to integrate the Services with other software or systems, subject to these Terms and the applicable Documentation.

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1.5 “Application Services”

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.

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1.6 “Authorized User”

Means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder.

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1.7 “Customer”

Means the individual or entity that agrees to these Terms by subscribing to or using the Hosted Application, including on behalf of an organization if applicable.

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1.8 “Customer Data”

Means the individual or entity that agrees to these Terms by subscribing to or using the Hosted Application, including on behalf of an organization if applicable.

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1.9 “Documentation”

Means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Hosted Application or the Services, including User Content.

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1.10 “DPF”

Means Data Privacy Framework, referring to the EU-U.S. Data Privacy Framework, UK Extension to the EU-U.S. DPF, and Swiss-U.S. Data Privacy Framework, as applicable.

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1.11 “Effective Date”

Means the date Customer first agrees to these Terms, either by executing an Order Form or SOW, or commencing use of the Services, whichever occurs earliest..

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1.12 “Enhancements”

Means any new or improved functionality to the Application Services or Hosted Application that, is reasonably expected to materially enhance the value of the Application Services or Hosted Application and which Roz (i) markets generally as a distinct product and (ii) does not make available to its other Customers free of charge.

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1.13 “Feedback”

Means any communications or materials sent or transmitted by Customer or Authorized Users to Roz suggesting or recommending changes to the Roz Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.

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1.14 “Fees”

Means all amounts payable by Customer to Roz for the Services, including Subscription Charges and any other charges, as specified in the applicable Order Form, SOW, or billing settings.

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1.15 “Hosted Application”

Means (i) the software-as-a-service application provided to Customer by Roz as described in a SOW, (ii) all Updates to the items listed in the preceding clause (i), (iii) all Enhancements Roz agrees in writing to provide to Customer, and (iv) the databases and software applications utilized by Roz in support of such software and components.

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1.16 “Malicious Software”

Means viruses, worms, ransomware, or other harmful code designed to disrupt or damage the Services or Customer Data.

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1.17 “Order Form”

Means a written or electronic document executed by Roz and Customer specifying additional terms, pricing, or features for the Services, incorporated into these Terms by reference.

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1.18 “Privacy Policy”

Means Roz’s privacy policy, as updated from time to time, available at www.getroz.com/legal/privacy, which governs the collection, use, and disclosure of personal data.

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1.19 “Professional Services”

Means all project-based professional services made available and performed in any way by Roz for Customer under an executed SOW including: (i) implementation of the Application Services and related configurations; (ii) development of interfaces related to or for use in connection with Customer’s implementation and use of the Application Services; (iii) customization of the Application Services or development of custom solutions; (iv) training services related to the Application Services, and (v) general information technology consulting related to the Application Services.

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1.20 “Roz Intellectual Property”

Means the Hosted Application, the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Roz Intellectual Property includes Aggregated Statistics and any information, data, or other content derived from Roz’s monitoring of Customer’s use of or access to the Hosted Application and the Services, but does not include Customer Data.

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1.21 “Security Incident”

Means any unauthorized access, use, disclosure, alteration, or destruction of Customer Data or any breach of Roz’s systems that compromises the security, confidentiality, or integrity of such data.

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1.22 “Services”

Means the Application Services, Professional Services, and any other services provided by or on behalf of Roz in connection with these Terms, provided such Services are set forth in writing in these Terms or an applicable SOW.

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1.23 “Site”

Means the website located at www.getroz.com, including its subpages, through which Customer may access information about the Services or manage its Account.

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1.24 “Statement of Work” or "SOW"

Means a written statement of work, work order, or other project-related document mutually agreed to and signed by authorized representatives of Roz and Customer, which describes the Services that Roz shall perform for Customer under these Terms. Each SOW entered into by Roz and Customer shall be governed by and incorporate by reference these Terms.

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1.25 “Subscription Charges"

Means the recurring fees payable by Customer to Roz for the Services during the Subscription Term, as specified in the applicable Order Form, SOW, or billing settings.

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1.26 “Subscription Term"

Means the period during which Customer is entitled to access and use the Services under a paid subscription, commencing on the Effective Date and continuing for the initial term (monthly or annual, as selected) and any renewal terms, unless terminated earlier in accordance with these Terms.

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1.27 “Supplemental Terms"

Means additional terms and conditions provided by Roz and accepted by Customer that apply to specific features, Professional Services, or modifications to the Services, incorporated into these Terms upon activation or acceptance.

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1.28 “Third-Party Products"

Means any third-party products described in a SOW provided with or incorporated into the Services.

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1.29 “Updates"

Means any modification of, update to, correction to, patch to, upgrade to, bug fix for, service pack for, and generally available release for the Application Services or Hosted Application, and specifically excluding Enhancements.

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1.30 “User Content"

Means any information or content that an Authorized User submits to, or uses with, the Hosted Application (e.g., content in the Authorized User’s profile, documentation, and Authorized User input).

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2. Access and Use of Services

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2.1 Service Availability

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

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2.2 Support

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

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2.3 Professional Services

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

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2.4 Modifications

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2.5 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.

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2.6 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 Services pursuant to these Terms provided that such affiliate (i) executes an Order Form or SOW for such Services; and (ii) agrees to be bound by these Terms as if it were an original Party hereto.

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3. User Obligations and Restrictions

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3.1 Login Management

Access to and use of certain Services is restricted to the specified number of individual Authorized Users permitted under Customer's subscription, as detailed in an Order Form, SOW or the Documentation. For user-based Services, Customer agrees that an Authorized 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 Authorized Users are responsible for maintaining the confidentiality of all Authorized User login information. Customer shall not use the API or any software to circumvent the Hosted Application restrictions or Authorized User licensing limitations enforced in the Hosted Application interface. Roz reserves the right to charge Customer for any overuse of a Service in violation of these Terms or the features and limitations specified in the Site or Documentation, in addition to other available remedies.

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3.2 Compliance

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

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3.3 Use Restrictions

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

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

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3.4 System Requirements

Customer is responsible for maintaining high-speed Internet connections and compatible browser software for proper use of Hosted Application and 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.

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4. Term and Termination

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4.1 Term

These Terms begin on the Effective Date and continue while Customer has an active subscription to the Hosted Application and the 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).

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Renewal charges will be processed automatically through Stripe at Roz’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.

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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.

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

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4.2 Termination

Either Party may terminate a subscription at the end of the current term by providing written notice to the other Party at least thirty (30) days before the term ends, in accordance with Section 12.3 (Notices).

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4.3 Termination for Cause

A Party may terminate a subscription to the Hosted Application and the Services:

1. Upon written notice of a material breach, allowing thirty (30) days for the other Party to cure; and

2. If the other Party becomes subject to bankruptcy or insolvency proceedings.

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4.4 Payment Upon Termination

Except for termination under Section 4.3 (Termination for Cause), Customer must immediately pay all unpaid charges for the remainder of the Subscription Term.

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4.5 No Refunds/Credits

Except for termination under Section 4.3 (Termination for Cause) due to Roz’s material breach, Roz does not provide refunds or credits for Subscription Charges or other Fees.

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4.6 Export of Customer Data

Upon written request, Roz will make Customer Data available for export or download for thirty (30) days after termination, expiration, or Account migration, in accordance with our policies. If no request is made within this thirty (30) day period, Roz may delete Customer Data in accordance with its policies.

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5. Fees and Payment

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5.1 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.

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5.2 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.

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5.3 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.

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5.4 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.

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5.5 Fees

Customers will pay all Fees in accordance with each Order Form or SOW and these Terms, as applicable. 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.

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5.6 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.

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5.7 Taxes

Subscription Charges do not include taxes or similar assessments. Customer is responsible for paying all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, 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.

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5.8 Disputes

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

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5.9 Currency

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

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5.10 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.

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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 Hosted Application and the Services.

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5.11 Auditing Rights

You shall maintain accurate records related to amounts due under these Terms during the Subscription Term and for two years after termination. Roz may, at its expense and with reasonable prior notice, periodically inspect and audit your records to verify Fee payments. If an audit reveals an underpayment equal to or exceeding 5% for any quarter, you shall pay the underpayment with interest in accordance with Section 5.2 (Payment Terms) and the audit costs.

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6. Data Protection and Privacy

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6.1 Data Processing

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

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6.2 Third-Party Service Providers

Roz may use third-party service providers to assist in providing the 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.

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6.3 Customer Information

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

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7. Data Processing Agreement

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

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7.1 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 Customer to Roz in connection with the Services provided under the DPA. 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 Customer chooses to upload, submit, store, or otherwise use with Roz's Services.

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7.2 Data Processing

Scope: We will process data only on data inputted into the Hosted Application and in accordance with these Terms.

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Purpose: We process data solely for providing the Services and the purposes you explicitly authorize.

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

Contact information (name, email address);
Company information (name);
Authorized User account information (username, hashed password);
Usage data (log data, IP addresses);
User content (documentation uploaded into knowledge base); and
Questionnaire responses and related data.

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User Content: You are solely responsible for your User Content and assume all risks associated with its use, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. 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.

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

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

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

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7.3 Data Security

Roz shall implement and maintain reasonable administrative, technical and organizational safeguards to protect Customer Data and ensure its security, confidentiality and integrity. Roz shall use commercially reasonable efforts to maintain industry-standard security measures, including regular security updates and monitoring to address evolving threats.

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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.

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Roz ensures that persons authorized to process Customer Data under these Terms 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.

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7.4 Data Subject Rights

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

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7.5 Sub-Processing

Roz authorizes the use of subprocessors to process Customer Data under these Terms. The subprocessors currently engaged by Roz, and which may have access to Customer Data, are listed below. Roz uses subprocessors to assist in providing the Services, subject to confidentiality obligations. Roz reserves the right to update the list of subprocessors at any time, unless otherwise agreed to in an alternative agreement. Your Authorized Users are encouraged to refer back to these Terms periodically to review our list of subprocessors.

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List of Subprocessors

Subprocessor Name	Purpose of Processing	Country of Processing
Amazon Web Services	Cloud Hosting Infrastructure	United States
OpenAI	Application AI functionality	United States
Stripe	Credit card payments	United States
Apollo	Customer Relationship Management (CRM)	United States
ClickUp	Ticketing system and customer support	United States

7.6 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 these Terms.

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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.

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7.7 Audit Rights

Audit rights shall not be granted by default under these Terms. 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.

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7.8 Termination

You may terminate your subscription in accordance with Section 4.2 (Termination). Upon termination, 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 Hosted Application and the Services, 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.

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7.9 Governing Law and Jurisdiction

This DPA is governed by the laws of the State of Delaware, without reference to conflict of laws principles.

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7.10 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 DPF Principles shall govern. For more information, visit https://www.dataprivacyframework.gov/.

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

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7.11 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

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7.12 Acceptable Use Policy

The following terms constitute our Acceptable Use Policy:

(a) You agree not to use the Hosted Application to collect, upload, transmit, display, or distribute any User Content:

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;
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;
that is harmful to minors in any way;
that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to:

upload, transmit, or distribute to or through the Hosted Application any malicious services intended to damage or alter infrastructure or data;
use the Hosted Application to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
interfere with, disrupt, or create an undue burden on servers or networks connected to the Hosted Application, or violate the regulations, policies or procedures of such networks;
attempt to gain unauthorized access to the Hosted Application (or to other computer systems or networks connected to or used together with the Hosted Application), whether through password mining or any other means;
use software, artificial intelligence or scripts to produce multiple accounts on the Hosted Application, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Hosted Application.

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7.13 Suspension

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

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

If we reasonably believe that Customer or its Authorized Users have materially violated these Terms;
If we detect any Malicious Software connected to a Customer's or its Authorized Users’ Account or use of the Hosted Application by Customer or its Authorized Users;
To comply with applicable law or legal process;
To address an imminent security risk to the Hosted Application, the Services or other customers; and
If we reasonably believe that we must protect the integrity or reputation of the Hosted Application, the Services, other customers, or Roz.

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This right includes the removal or disablement of Customer Data or other content in accordance with our policies. We also reserve the right to immediately suspend Customer's or its Authorized Users’ Account for Customer's or its Authorized Users’ violation of our policies.

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Roz shall not be liable to Customer, its Authorized Users, or any other third party for any modification, suspension, or discontinuation of Customer’s, such Authorized User’s or such third party’s use of or access to the Hosted Application or the Services that are in accordance with these Terms.

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8. Intellectual Property Rights

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8.1 Customer Property and Intellectual Property Rights

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

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

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You represent and warrant that:

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

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

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(b)Roz Intellectual Property: All Roz Intellectual Property is the exclusive property of Roz and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Roz Intellectual Property.

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(c)Third-Party Products: The applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

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8.2 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.

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8.3 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").

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If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Hosted Application, 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:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Hosted Application;
Information reasonably sufficient to permit Roz to contact you, such as your address, telephone number, and email address;
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;
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.

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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

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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.

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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 Hosted Application or 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.

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9. Warranties and Disclaimers

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9.1 General Warranties

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

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9.2 Specific Warranties for Roz

Roz warrants that:

These Terms and Documentation will accurately describe the security, confidentiality, and integrity safeguards for Customer Data; and
The Hosted Application will perform materially in accordance with the applicable Documentation.

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9.3 Warranty Exclusions

The warranties do not apply to:

Any misuse of the Hosted Application or the Services by Customer or its Authorized Users;
Any unauthorized modification of the Hosted Application or the Services made by Customer or its Authorized Users.

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9.4 Customer's Exclusive Remedies

For any breach of the warranties in Section 9.2 (Specific Warranties for Roz), Customer’s exclusive remedies are those set forth in Section 4.3 (Termination for Cause) and Section 4.5 (No Refunds/Credits), as applicable.

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9.5 Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE ROZ INTELLECTUAL PROPERTY, 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. WE EXPRESSLY DISCLAIM 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. WE DO NOT GUARANTEE THAT THE ROZ INTELLECTUAL PROPERTY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DO WE WARRANT THAT THE ROZ INTELLECTUAL PROPERTY IS FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE ROZ INTELLECTUAL PROPERTY CREATES ANY WARRANTY BEYOND THOSE EXPRESSLY STATED IN THESE TERMS. WE ARE 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. YOU ACKNOWLEDGE AND AGREE THAT THE ROZ INTELLECTUAL PROPERTY AND ANY REPORTS PROVIDED ARE INTENDED AS RECOMMENDATIONS ONLY AND DO NOT CONSTITUTE ANY WARRANTY OR GUARANTEE OF COMPLIANCE WITH ANY APPLICABLE STANDARDS.

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9.6 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.

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10. Indemnification

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10.1 Indemnification by Customer

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 reasonable attorney's fees) arising from:

Customer’s or its Authorized Users' use of or access to the Hosted Application or the Services in a manner not authorized by these Terms;
Customer’s or its Authorized Users' violation of any of these Terms, including without limitation Customer’s or Authorized Users' breach of any of the representations and warranties above;
Customer’s or its Authorized Users' violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
Customer’s or its Authorized Users' violation of any applicable law, rule or regulation;
Customer Data or any content that is submitted via Customer’s or its Authorized Users' Account including without limitation misleading, false, or inaccurate information;
Customer’s or its Authorized Users' gross negligence, willful misconduct or fraud; and
Any use of or access to the Hosted Application or Services with Customer’s or its Authorized Users' unique username, password or other appropriate security code.

Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate, at your expense, with us in the defense of such claims.

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11. Limitation of Liability

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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 (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST BUSINESS PRODUCTION, LOST DATA, LOSS OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, (II) LOSS OF GOODWILL OR REPUTATION, (III) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (IV) ANY ERRORS, INACCURACIES, OR OMISSIONS IN INFORMATION, DATA, OR OTHER CONTENT GENERATED, PROVIDED, OR MADE AVAILABLE IN CONNECTION WITH THE USE OF OR ACCESS TO OF THE HOSTED APPLICATION, INCLUDING BUT NOT LIMITED TO INFORMATION, DATA, OR OTHER CONTENT GENERATED, PROVIDED, OR MADE AVAILABLE BY ARTIFICIAL INTELLIGENCE OR AUTOMATED SYSTEMS, IN EACH CASE REGARDLESS OF WHETHER ROZ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE REASONABLY FORESEEABLE, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE HOSTED APPLICATION OR THE SERVICES, OR THESE TERMS.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE HOSTED APPLICATION, THE SERVICES, OR THESE TERMS, 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 US FOR THE USE OF THE HOSTED APPLICATION AND THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY DOLLARS ($50).

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ANY CLAIM ARISING OUT OF OR RELATED TO YOUR USE OF THE HOSTED APPLICATION, THE SERVICES OR THESE TERMS MUST BE FILED WITHIN SIX (6) MONTHS AFTER THE CLAIM AROSE. FAILURE TO FILE WITHIN THIS PERIOD WILL RESULT IN THE CLAIM BEING PERMANENTLY BARRED.

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12. Miscellaneous

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12.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without reference to conflict of laws principles. Any disputes under these Terms 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 these Terms or relating to the use of or access to the Hosted Application or the Services by Customer or its Authorized Users.

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12.2 Compliance with Export Law

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

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

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12.3 Notices

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

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Notices to Roz: All legal notices provided by Customer to Hampton Innovations Incorporated under these Terms 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

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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.

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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.

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12.4 Force Majeure

In no event shall Roz be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Roz’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, hurricane, blizzard, tornado, tsunami, elements of nature, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, or other industrial disturbances, cyberattacks, data breaches, or third-party service outages, or a change in applicable laws or any action taken by a governmental or public authority, including imposing an embargo.

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12.5 Waiver

No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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12.6 Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Roz. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

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12.7 Waiver of Jury Trial

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN A LEGAL ACTION, PROCEEDING, CAUSE OF AUCTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY DOCUMENTS OR POLICIES INCORPORATED HEREIN BY REFERENCE, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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12.8 Waiver of Class Action Suit

YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST ROZ OR ITS AFFILIATES RELATED TO THE HOSTED APPLICATION, THE SERVICES OR THESE TERMS.

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12.9 Order of Precedence

In the event of any inconsistency between these Terms, the Supplemental Terms, or an Order Form or SOW, the following order of precedence shall govern and control: (i) these Terms; (ii) the Supplemental Terms; (iii) the Order Form or SOW.

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12.10 Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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12.11 Entire Agreement

These Terms, together with any other documents or policies incorporated herein by reference, constitute the entire agreement and supersede any and all prior agreements between Customer and Roz, with regard to the subject matter hereof. These Terms 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.

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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 these Terms

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