# 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. 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.” These Terms govern your access to and use of the Site, the Hosted Application, and the Services made available by Roz, including any free trial, sandbox, beta, pilot, proof-of-concept, or paid subscription offering, unless Roz and Customer enter into a separate written agreement governing the applicable Services. #### 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. ### Table of Contents: General Terms and Conditions: 01. Access and Use of Services 02. User Obligations and Restrictions 03. Term and Termination 04. Fees and Payment 05. Data Protection and Privacy 06. Data Processing Agreement 07. Intellectual Property Rights 08. Warranties and Disclaimers 09. Indemnification 10. Limitation of Liability 11. Miscellaneous ### 1. Definitions #### 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. #### 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. #### 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. #### 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. #### 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. #### 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. #### 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. #### 1.8 “Customer Data” 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. #### 1.9 “Documentation” Means Roz’s then-current user guides, technical documentation, help materials, and other written or electronic documentation made available by Roz describing the features, functionality, operation, or permitted use of the Hosted Application or the Services. #### 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. #### 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. #### 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. ### 2. Access and Use of Services #### 2.1 Service Availability Roz is available 24/7 with 98% uptime, except during planned downtime or force majeure events. #### 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. #### 2.3 Professional Services Upon Customer's request, Roz may provide Professional Services subject to the terms and conditions negotiated in a separate agreement. #### 2.4 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 these Terms during the Subscription Term. ### 4. Term and Termination #### 4.1 Term These Terms begin on the Effective Date and continue until terminated in accordance with these Terms. Trial Services begin on the date Roz makes them available to Customer and continue only for the applicable Trial Term unless terminated earlier by Roz or replaced by a separate written agreement. For paid subscriptions, Customer’s right to access and use the Hosted Application and the Services continues during the applicable Subscription Term, unless terminated earlier in accordance with these Terms or the applicable written agreement. 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). ### 5. Fees and Payment #### 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 [Stripe Services Agreement](https://stripe.com/legal/ssa). ### 6. Data Protection and Privacy #### 6.1 Data Processing Roz will process personal data in accordance with applicable laws and the [Privacy Policy](https://www.getroz.com/privacy-policy). ### 7. Data Processing Agreement This Section describes certain baseline data processing terms applicable where Roz processes Customer Data on behalf of Customer in connection with the Hosted Application or the Services. Additional or superseding data processing terms may be set forth in a separately executed Data Processing Addendum or other written agreement between the parties. #### 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. ### 8. Intellectual Property Rights #### 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. ### 9. Warranties and Disclaimers #### 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. ### 10. Indemnification #### 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: 1. 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; 2. 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; ### 12. Miscellaneous #### 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.