TERMS OF SERVICE
Last Updated: April 2026
Thank you for your interest in Rosetic AI. These Rosetic AI Terms of Service (“Agreement”) are a binding legal agreement between each user (“Customer”, “you”, or “your”) that accepts this Agreement and Rosetic AI (“Rosetic”, “us”, or “our”) to govern your access to and use of the Rosetic development platform, APIs, and all related software, documentation, and tools provided in connection therewith.
If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you have the authority to bind such entity to this Agreement.
Rosetic may periodically update this Agreement, and, when updated, a revised copy will be posted here. If the updates are material, then we may also directly notify you of the same. Your continued use of the Services after any such update shall constitute your assent to and acceptance of the updated Agreement in its entirety, and the revised Agreement shall govern your use of the Services thereafter. Certain capitalized and other terms used in this Agreement have the meanings set forth in Section 10.
This Agreement is effective between Rosetic and Customer as of the date of Customer’s first use of the Rosetic Services (the “Effective Date”). The parties agree as follows:
1. Rosetic Services.
1.1 Access and Use.
Rosetic owns and makes available the Rosetic development platform, APIs, and related software, Documentation, and tools, all of which are made available to you hereunder and which allow you to develop, deploy, host and manage your own software development project(s) (collectively, the “Services”). Rosetic hereby authorizes Customer and its employees, agents, or representatives (“Authorized Users”) to access and use the Services solely for Customer’s own legitimate business purposes (which may include provision of services by Customer to its own customers) and at all times in accordance with the terms of this Agreement. This authorization is non-exclusive and non-transferable to any third party and is subject to Customer’s timely payment of applicable Fees.
1.2 Administrative Account.
Customer may be provided with one or more administrative account(s) for purposes of accessing, operating, submitting service requests, and administering Customer’s unique instance of the Services. Customer agrees to provide true, accurate, current and complete information about its administrative account users and to maintain and promptly update account information as necessary to keep it true, accurate, current and complete.
1.3 Customer Responsibilities.
In using the Services, it is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs, which may include suggestions for automatic code executions. Further, Customer is solely responsible for all activities that occur on Customer’s unique instance of the Services. Customer and its Authorized Users shall access and use the Services at all times in accordance with the terms of this Agreement, including any exhibit or addendum which is attached to and made a part of this Agreement. Customer shall notify Rosetic immediately upon becoming aware of any known or suspected unauthorized use of any of its log-ins or administrative accounts or other breach of security in relation to the Services. Notwithstanding the generality of the foregoing, Customer shall: (a) be responsible for all activities that occur on Customer’s unique instance of the Services whether by its Authorized Users and its administrative users, or any third party accessing or using the Services via such accounts, as if they were undertaken by Customer directly; and (b) be responsible at all times for the configuration and security of its own network, equipment and technology systems necessary to use the Services as well as for procuring and maintaining internet connectivity and any other third party applications necessary to use the Services. In no event is Rosetic responsible for Customer’s own internal system requirements necessary for use of the Services. Customer acknowledges and agrees that the provision of the Services depends on Customer’s timely cooperation and assistance as may be reasonably requested from time to time. Customer agrees to cooperate and provide reasonable access to Customer’s materials, data and information as required by Rosetic and to the extent necessary for the provision of the Services to Customer. Without prejudice to any other right or remedy available to Rosetic, Rosetic will not be liable for any failure to comply with any timetable or any other obligation under this Agreement if such failure is as a result of Customer’s failure to perform, or delay in performing its obligations or dependencies in a timely manner.
1.4 Restrictions.
Customer shall not, and shall not permit Authorized Users or any other party to, directly or indirectly, do any of the following: (a) sublease access to the Services; (b) interfere with or disrupt the integrity or performance of the Services or knowingly access data on or available through the Services not intended for Customer or Authorized Users; (c) attempt to probe, scan or test the vulnerability of any portion of the Services or breach the security or authentication measures of the Services without the express written consent of an authorized Rosetic representative in each instance; (d) attempt to probe, scan, penetrate, or test the vulnerability of or to breach the security or authentication measures of the Services, whether by passive or intrusive techniques, or conduct any security or malware research on or using the Services without the express written consent of an authorized Rosetic representative in each instance; or (e) use the Services to store or transmit malware or similar harmful code, or infringing, libelous, offensive or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party proprietary rights or otherwise in violation of any applicable laws or regulations.
1.5 Beta Services.
From time to time, we may make certain services, features, or functionality available to you on a beta, trial, or pre‑release basis (“Beta Services”). You may choose whether or not to use any Beta Services in your sole discretion. Beta Services are made available solely for evaluation and testing purposes and not for production use, may be changed, suspended, or discontinued at any time without notice, and may differ substantially from any generally available Services. You acknowledge that Beta Services may not operate correctly, may contain bugs, errors, or other defects, and may not be subject to the same security, support, service level, or data protection commitments applicable to the Rosetic Services generally. NOTWITHSTANDING ANY OTHER TERM OR CONDITION HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE ALL BETA SERVICES “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES, INDEMNITIES, OR OTHER COMMITMENTS OF ANY KIND (INCLUDING THOSE RELATING TO AVAILABILITY, UPTIME, OR NON‑INFRINGEMENT), WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY BETA SERVICES. Your use of any Beta Services is at your sole risk, and you are solely responsible for backing up any data used with or processed by the Beta Services.
2. Fees and Payment.
2.1 Fees.
Customer agrees to pay all fees for use of the Services as set forth on our then‑current pricing page or in any ordering document executed between you and us (collectively, the “Fees”). Unless otherwise agreed specifically in a separate writing, the Fees are calculated based on your actual usage of the Services, including the number and type of tokens processed (such as input tokens and output tokens), and any other metered units or subscribed plans we may offer from time to time. Unless expressly stated otherwise, all Fees are quoted and payable in U.S. dollars. If any Fees are not received when due, without limitation to any other rights or remedies which may be available under law or in equity, Rosetic may charge interest on the overdue amount at the maximum rate permitted by law and/or suspend your access to the Services.
2.2 Token Usage and Third-Party API Keys.
Certain features of the Services may require Customer to provide and maintain its own third-party API credentials, access tokens, or model provider keys (“API Keys”), including for Large Language Model or other AI services integrated with the platform. Customer is solely responsible for obtaining, managing, securing, and maintaining all required API Keys and for all costs, fees, token usage charges, overages, and other amounts charged by the applicable third-party provider in connection with Customer’s use of the Services.
Rosetic does not bill Customer for third-party token consumption or API usage unless expressly stated otherwise in an applicable Order Form or pricing schedule. All token input, output, processing, and related metered usage generated through Customer-provided API Keys will be billed directly to Customer by the applicable third-party provider pursuant to Customer’s agreement with that provider.
Customer acknowledges that use of third-party AI services through the platform is subject to the applicable provider’s terms, policies, usage limits, pricing, and service availability, and Rosetic is not responsible for the acts, omissions, outages, pricing changes, model behavior, output quality, or service interruptions of any third-party provider. Customer is solely responsible for monitoring and managing its own token consumption, usage thresholds, rate limits, and associated costs.
Rosetic may collect and process operational metadata related to Customer’s use of the Services, including usage analytics, system performance metrics, logs, and configuration information, for purposes of operating, securing, supporting, and improving the platform. Rosetic may suspend or limit access to features dependent on Customer-provided API Keys if such keys become invalid, exceed provider limits, violate applicable provider terms, or otherwise impair operation of the Services.
2.3 Disputed Amounts.
If Customer disputes any assessed Fees, in whole or in part, Customer must notify Rosetic of the dispute within the time required for payment of such Fees, including sufficient detail of the nature of the claim, the disputed amount, and other information allowing Rosetic to identify the affected Services. The parties will work together reasonably to resolve the dispute as promptly as possible. Payment of the disputed amount may be withheld until settlement of the dispute, but payment of the undisputed portion must be made in accordance with this Section 2. Within 10 days of the resolution of a disputed invoice, Customer shall pay such amounts as are due and payable, and if a dispute is resolved against Customer, Customer shall also pay any interest due on the disputed amount from the date the disputed invoice was originally due and payable.
2.4 Taxes.
The Fees do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to the Services. All payments by Customer for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Rosetic will be Customer's sole responsibility. Customer will provide Rosetic with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Rosetic to establish that such taxes have been paid.
2.5 Refunds; Future Functionality.
No refunds or credits will be made if Customer does not use part of the Services. Customer acknowledges and agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Rosetic regarding future capabilities, functionality, or features of the Services.
3. Customer Data; Security.
3.1 Access and Use.
Rosetic will access, use, store, share, disclose and otherwise process Customer Data solely as necessary for its provision of the Services or to comply with applicable laws and regulations. Customer hereby grants Rosetic the limited right and license to access and process Customer Data as contemplated in this Agreement. Other than as described herein or pursuant to Section 5 (Confidentiality), Rosetic will not disclose Customer Data to any third party without Customer’s prior written consent to the same. If Customer anticipates that Rosetic will be processing or maintaining Customer Data that includes “Personal Data” (as that term is defined under applicable laws or regulations), regardless of whether the information or data is individually identifiable, de-identified, or aggregated, or any information or data identified or identifiable to an individual that is subject to or regulated by applicable laws, on Customer’s behalf, Customer shall ensure that it has obtained all necessary consents and that it is entitled to transfer the relevant Personal Data to Rosetic so that Rosetic may lawfully use, process and transfer the Personal Data in accordance with this Agreement on Customer’s behalf. Rosetic will process Personal Data in accordance with this Agreement and Customer’s written instructions.
3.2 Ongoing Model Training and Development.
For avoidance of doubt, Rosetic’s full right and authorization in and to Customer Data is as set forth herein above. ROSETIC WILL NOT ACCESS OR USE CUSTOMER DATA TO TRAIN, OR ALLOW THIRD PARTIES TO TRAIN, ANY ARTIFICIAL INTELLIGENCE MODELS OTHER THAN CUSTOMER’S OWN INSTANCE OF THE SERVICES, UNLESS CUSTOMER HAS EXPLICITLY AGREED TO THE USE OF CUSTOMER DATA FOR SUCH PURPOSES.
3.3 Security Standards.
Rosetic will implement and maintain industry standard administrative, physical, and technical safeguards designed to provide for the security, confidentiality and integrity of Customer Data in its possession or control. Rosetic’s security standards will in no event be less rigorous than applicable industry standards for providers offering the same or substantially similar services in the commercial marketplace in the same jurisdictions where Customer’s services are being provided, issued by a recognized security standards organization (collectively, “Security Standards”). At all times during the Term, Rosetic shall monitor the Services and its procedures for security breaches, violations, and suspicious activity.
3.4 Customer Security.
Notwithstanding the foregoing or anything else in this Agreement, Customer acknowledges that Customer is solely responsible for securing the Customer’s own instance of the Services and the Customer Data, except to the extent a Security Incident impacting Customer’s own instance or Customer Data is caused by Rosetic’s breach of this Agreement. Customer shall employ commercially reasonable and appropriate physical, administrative, and technical controls, screening, and security procedures and other safeguards reasonably designed to securely administer the distribution and use of all of its access credentials and protect against any unauthorized access to or use of the Services, including but not limited to its own instance thereof (“Customer Security Standards”).
4. Intellectual Property Rights.
4.1 Customer Data.
Customer does and shall at all times own all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein and thereto. Other than as set forth in this Agreement, no right, title, or license to any Customer Data is granted by Customer to Rosetic, and Rosetic expressly disclaims any right, title, license, or other interest in or to Customer Data. Customer is solely responsible for the collection and provision of Customer Data and acknowledges and agrees that Rosetic shall not be responsible or liable in any manner for the content or accuracy thereof.
4.2 Services.
The Rosetic Services, including all materials, software, products and services used by Rosetic to provide the Services or otherwise in connection therewith along with all copies and portions thereof and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall at all times remain the sole and exclusive property of Rosetic. If the Customer has been involved in any development process by contributing in any manner, including but not limited to, input, ideas or feedback on the improvement and enhancement to the Services, any right the Customer may have due to such involvement is hereby irrevocably transferred to Rosetic. Other than as set forth in this Agreement, no right, title, or license to any of the Services is granted by Rosetic to Customer, and Customer expressly disclaims any right, title, license, or other interest in or to the Services. Customer agrees not to, and not to cause or permit any other party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create copies of, or derivative works, including products, services or software, based on, the Services; or (b) remove any proprietary notices, markings and legends appearing on or contained in the Services.
4.3 Technical Data.
Rosetic may collect and retain data or information based on Customer’s and its Authorized Users’ use of the Services and, in its discretion, aggregate such technical and statistical data with data from other customers, for reporting purposes, customer support, service improvement, data analytics and other business purposes in order to improve the Services (“Technical Data”), provided that Technical Data shall not contain, disclose or otherwise identify the name of Customer or any Authorized User(s) nor shall it be capable of re-identification. Rosetic shall exclusively own all rights, including all Intellectual Property Rights, in and to all Technical Data.
4.4 Trademarks.
All trademarks, service marks, trade names, logos, designs, brands, and service names affiliated or used in connection with the Services are marks of either party or its licensors (“Marks”). If any instance of the Services containing references to other entities’ Marks, such references are for identification purposes only and are used with permission of their respective owners. Customer hereby grants Rosetic a limited right and license to use Customer Marks for the purposes of and in connection with providing the Services.
4.5 Feedback.
From time to time Customer may provide Rosetic with suggestions, enhancement requests, comments, feedback or other input relating to the Services (“Feedback”), and Customer grants Rosetic a perpetual, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback in Rosetic’s discretion.
5. Confidentiality.
5.1 Confidential Information.
As used herein, “Confidential Information” means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary to a party. Confidential Information includes, but is not limited to, information regarding a party’s products and services, technology, business plans, prices, financial information, any personal information, and other trade secrets or proprietary data. Confidential Information does not include information that (a) is now, or hereafter becomes, through no act or failure to act on the part of recipient, generally known or available to the public, (b) was rightfully in recipient’s possession prior to disclosure by discloser, or (c) is developed independently by recipient without unauthorized use of or reference to any of discloser’s Confidential Information.
5.2 Non-Disclosure and Use Restrictions.
Each party will hold the other party’s Confidential Information in confidence with at least as much care as it holds its own Confidential Information, and neither party will disclose any of the other party’s Confidential Information to any third party. Each party may use the Confidential Information solely for the purposes set forth in this Agreement, and may disclose such information to its employees, professional advisors and agents only on a need-to-know basis, provided that such persons are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. Either party may disclose Confidential Information as required by court order or otherwise by law, provided that it gives the other party written notice in advance of such disclosure sufficient to permit the other party to seek a protective order and, if so ordered, discloses only the minimum Confidential Information necessary to comply with the order. Each party’s obligations under this Section 6 will survive termination of this Agreement and will continue in full force and effect with respect to Confidential Information of the other party.
6. Term and Termination.
6.1 Term.
This Agreement will become effective as of the Effective Date, and will continue until terminated in accordance with this Agreement (the “Term”).
6.2 Termination.
Either party may terminate this Agreement at any time for convenience upon no less than 30 days prior notice. Either party may terminate this Agreement if the other party is in material breach of its undertakings under this Agreement and the other party fails to remedy such breach within a period of 30 days from receipt of written notice requiring such remedy, except that in the event of unlawful conduct, fraud, or material misrepresentation by either party, the other party will be entitled to terminate this Agreement immediately. Either party may terminate this Agreement immediately by providing written notice to the other party if the other party becomes insolvent, if a petition in voluntary or involuntary bankruptcy is filed by or against the other party under any chapter of the United States bankruptcy laws and not bonded or discharged within 60 days of the date a receiver or trustee is appointed or if the other party makes an assignment for the benefit of creditors.
6.3 Suspension.
Rosetic may suspend Customer’s access to any portion or all of the Services if: (a) Rosetic reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any Authorized User is using the Services in violation of this Agreement; or (iii) Rosetic’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Rosetic’s use of any third-party services or products required to enable Customer to access the Services (each, a “Service Suspension”). We will use reasonable efforts to provide written notice of any Service Suspension and to resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Notwithstanding, Rosetic will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.
6.4 Effect of Termination.
Upon termination or expiration of this Agreement, all rights granted the Customer to access and use the Services will likewise terminate. Each party shall also promptly return to the other party, or certify the destruction of: (a) all Confidential Information of the other party; and, (b) upon request, any other data, programs, and materials delivered by the other party for purposes of performing this Agreement (unless prohibited by applicable laws or subject to a party’s standard data retention procedures, in which case all retained data will remain subject to the provisions of Section 5 of this Agreement for so long as it is retained).
6.5 Survival.
Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement. Without limiting the foregoing, Sections 4, 5, 8, and 9 will survive the expiration or termination of this Agreement.
7. Warranties.
7.1 Mutual.
Each party represents and warrants to the other party that: (a) it is a business organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has all requisite power and authority to carry on its business and to own and operate its properties and assets; and (c) neither the execution nor its performance under this Agreement nor the consummation of the transactions contemplated in this Agreement, will result in or constitute a violation of any provision of applicable law or regulations, or any other contract or agreement to which it is a party.
7.2 Rosetic.
Rosetic warrants that: (a) it will provide the Services in a workmanlike and professional manner in accordance with industry standards and in compliance with applicable law; and (b) to its knowledge, neither the Services nor their provision, receipt or use, in accordance with this Agreement, infringe or misappropriate any Intellectual Property Rights or other proprietary right of any third party.
7.3 Customer.
Customer warrants that: (a) the information Customer provides in registering for the Services is accurate and complete; (b) Customer owns or otherwise has all rights and interest in and to all Customer Data necessary to provide the same to Rosetic and to grant the rights and licenses to Rosetic which are set forth herein; and (c) it is in compliance with the laws and regulations related to the economic and trade sanctions maintained by the Office of Foreign Assets Control (“OFAC”) and Customer does not and will not (directly or indirectly) access, use, sell, export, reexport, transfer, divert or otherwise dispose of any Services in contradiction with OFAC or any other applicable laws or regulations.
7.4 Disclaimer.
EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR ITS PERFORMANCE HEREUNDER, INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL CODE, OR THAT ANY DATA, INCLUDING CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. CUSTOMER ACKNOWLEDGES THAT ROSETIC DOES NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT OR TO THE EXTENT PROHIBITED BY LAW, ROSETIC DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION, ALL EQUIPMENT, MATERIALS, ACCESSORIES, SUPPLIES, PARTS AND OTHER PRODUCTS SUPPLIED OR PROVIDED BY ROSETIC IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ROSETIC MAKES NO WARRANTY AND EXPRESSLY DISCLAIMS ANY WARRANTY THAT ANY SUCH PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OR USE OF ANY PRODUCTS WILL BE DEFECT-FREE.
8. Indemnity and Limitations of Liability.
8.1 Rosetic.
Rosetic will indemnify, defend, and hold harmless Customer, its affiliates, and any of their executives, managers, personnel, agents or contractors, against any claim, demand, suit or proceeding made or brought against Customer by a third party arising out of, related to or in connection with: (a) any breach of Section 5 (Confidentiality) by Rosetic; (b) any infringement or misappropriation of such third party’s Intellectual Property Rights by the Services or Rosetic; or (c) any violation of applicable laws in its provision of the Services. In the event the Services are held or believed by Rosetic to infringe or misappropriate any Intellectual Property Right of a third party, Rosetic will have the option, at its expense, to: (i) replace the applicable Services with an non-infringing equivalent; (ii) modify the Services to be non-infringing; (iii) obtain for Customer a license to continue using the Services; or (iv) refund the Fees paid by Customer for the infringing Services during the 3 month period immediately preceding the refund and if 3 months has not yet lapsed, an amount equivalent to 3 months fees as of the date of the refund, and require that Customer discontinue its use thereof. The foregoing remedies constitute Customer’s sole and exclusive remedies and Rosetic’s entire liability with respect to infringement of Intellectual Property Rights.
8.2 Customer.
Customer will indemnify, defend, and hold harmless Rosetic, its affiliates, and any of their executives, managers, personnel, agents or contractors, against any claim, demand, suit or proceeding made or brought against Rosetic by a third party arising out of, related to or in connection with: (a) any breach of Section 5 (Confidentiality) by Customer; (b) any infringement or misappropriation of such third party’s Intellectual Property Rights by Customer Data; or (c) any violation of applicable laws in its receipt or use of the Services.
8.3 Indemnity Process.
A party seeking indemnity under this Agreement must: (a) provide the indemnifying party with notice of such claim within a reasonable period of time after learning of the claim; (b) allow the indemnifying party to fully control any litigation and settlement related to such claim; and (c) reasonably cooperate in response to any request by the indemnifying party for assistance. An indemnifying party may not settle or compromise any indemnified claim without the prior written consent of the other party (which consent is not to be unreasonably withheld).
8.4 Limitation of Liability.
Except for a party’s breach of Section 5 or a party’s gross negligence, fraud, or intentional or willful misconduct, neither party (defined for purposes of this section as a party’s parent, affiliates, subsidiaries and their respective officers, directors and employees) shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to this Agreement under any legal theory, including but not limited to lost profits, business interruption or infringement, or cost of substitute software, whether incurred by a party internally or in connection with any third party. Except with respect to a party’s breach of Section 6, a party’s obligation to indemnify as set forth in this Section 8 (or for any breach thereof), or a party’s gross negligence, fraud, or intentional or willful misconduct, a party’s aggregate liability under this Agreement shall not exceed the amount of the Fees paid or payable by Customer for the Services during the 12 month period immediately preceding the claim giving rise to such liability. The limitation provisions of this section shall be applicable to any claim filed by Customer arising out of or relating to any separately licensed software that may be used with the Service. Customer must, in order to preserve its right to compensation, give notice of any claim within 12 months from when Customer became aware of the basis for the claim.
9. Miscellaneous.
9.1 Relationship of the Parties.
The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.
9.2 Governing Law and Venue; Waiver of Jury Trial.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its principles regarding conflicts of law. In the event of any dispute between the parties arising hereunder, the exclusive venue for adjudication of such dispute shall be the state or federal courts sitting in San Francisco, California. Each party hereby irrevocably submits to, and waives any objection to, the exclusive personal jurisdiction and venue of the courts located in San Francisco, California. Each party, to the fullest extent permitted by applicable laws, hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation arising out of or related to this Agreement.
9.3 Export Laws.
Without limiting any obligations otherwise set forth in this Agreement, each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
9.4 Notices.
All notices or other communications that are required or permitted under this Agreement shall be in writing and shall be delivered electronically to the address provided to Rosetic if to Customer; and to hello@rosetic.ai if to Rosetic. Notice is effective upon receipt by the receiving party.
9.5 No Third Party Beneficiaries.
Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.
9.6 Assignment.
Neither party may assign this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety without the other party’s consent, (a) to any affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.7 Publicity.
Rosetic may use and display Customer’s name and logo(s) on its website and other public-facing materials in connection with its business development and marketing efforts, including but not limited to by expressly designating Customer as a user of the Services.
9.8 Force Majeure.
Neither party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable. In the event any failure to perform because of a force majeure event remains uncured for a period of 30 days, the other party may terminate this Agreement, without liability, by providing written notice to the other party.
9.9 Waiver and Severability.
The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of this Agreement. All waivers must be in writing, and signed by the party waiving its rights. If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
9.10 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.
9.11 Definitions.
As used in this Agreement, the following terms have the following meanings: “Customer Data” means any information, data, content or other materials uploaded, generated, stored, processed or transmitted by Customer or its Authorized Users via the Services, and expressly includes any and all Customer “Inputs”, where Inputs means submissions to the Services by Customer or its Authorized Users, as well as any and all “Outputs”, where Outputs means responses generated by the Services to Inputs; “Documentation” means the then-current written materials which may be provided from time to time by Rosetic to Customer relating to the features, functions and use of the Services; and, “Intellectual Property Rights” means all inventions, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
For questions, contact hello@rosetic.ai.