Terms of Service

1. Definitions

1.1 “Authorized Users” means the employees, contractors, or agents of Customer who are authorized by Customer to access and use the Platform on Customer’s behalf.

1.2 “Customer Content” means all data, text, images, audio, video, brand guidelines, style guides, source material, and other materials submitted, uploaded, or otherwise made available by Customer or its Authorized Users through the Platform, including all materials used to train or configure the Editorial DNA system.

1.3 “Editorial DNA” means the Platform's proprietary system for structuring and applying Customer's editorial voice, style preferences, brand standards, and content guidelines, as further described in Section 8.

1.4 “AI-Generated Content” means any draft content, suggestions, headlines, copy, or other output produced by the Platform’s AI features, including those powered by the Roone's proprietary content-generation technology.

1.5 “Published Content” means any AI-Generated Content that has been reviewed, approved, and published or distributed by Customer or its Authorized Users.

1.6 “Fees” means all charges payable by Customer for access to and use of the Platform as set forth in the applicable Order Form.

1.7 “Order Form” means any written or electronic order, statement of work, or checkout confirmation executed by the parties that describes the subscription purchased by Customer and is incorporated into these Terms by reference.

1.8 “Subscription Term” has the meaning set forth in Section 4.

2. License Grant and Restrictions

2.1 License Grant

Subject to these Terms and timely payment of all applicable Fees, Roone grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to: (a) access and use the Platform solely for Customer’s internal business purposes; and (b) permit Authorized Users to access and use the Platform in accordance with these Terms.

2.2 Restrictions

Customer shall not, and shall ensure that its Authorized Users do not:

• copy, modify, adapt, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof;
• sublicense, sell, resell, transfer, assign, or otherwise make available to any third party the Platform or any part thereof;
• remove or obscure any proprietary notices on the Platform;
• use the Platform to develop a competing product or service;
• access the Platform by any means other than the interfaces provided by Roone;
• use the Platform in any manner that damages, disables, or impairs it, or interferes with any other party’s use;
• use the Platform or its outputs to train, fine-tune, or develop any artificial intelligence models or systems that compete with the Platform;
• systematically extract, scrape, or collect outputs, prompts, or model responses for the purpose of benchmarking, reverse engineering, or dataset creation;
• use the Platform in violation of any applicable law or regulation; or
• introduce any viruses, malware, or other harmful code into the Platform.

2.3 Reservation of Rights

Roone reserves all rights not expressly granted to Customer. The Platform and all intellectual property rights therein remain the exclusive property of Roone and its licensors. Nothing in these Terms transfers any ownership of intellectual property rights to Customer.

3. Account Registration and Security

3.1 Registration

To access the Platform, Customer must create an account and provide accurate, current, and complete information as prompted during registration. Customer agrees to keep this information accurate and up to date.

3.2 Account Security

Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer’s account. Customer shall immediately notify Roone at hello@roone.ai of any unauthorized use of Customer’s account or any other breach of security. Roone shall not be liable for any loss arising from Customer’s failure to comply with this Section.

3.3 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users. Customer shall ensure Authorized Users comply with these Terms and shall be liable for any breach of these Terms by an Authorized User as though such breach were committed by Customer itself.

3.4 Seat Limits and Account Sharing

Customer's subscription grants access to the number of Authorized User seats specified in the applicable Order Form. Each seat may be used only by a single, named individual. Sharing of login credentials or account access among multiple individuals is strictly prohibited. Customer shall not permit multiple individuals to use the same account credentials, whether simultaneously or sequentially.

Roone reserves the right to monitor usage patterns to detect account sharing or unauthorized concurrent access. If Roone reasonably determines that Customer is exceeding its licensed seat count or permitting unauthorized credential sharing, Roone may, at its discretion: (a) notify Customer and require Customer to purchase additional seats within fifteen (15) days; (b) invoice Customer for the additional seats in use at Roone's then-current per-seat rate, retroactive to the date such excess use began; and/or (c) suspend access to the Platform until Customer comes into compliance or purchases the required additional seats.

Customer agrees to promptly provide Roone with accurate information regarding the number of Authorized Users upon request, and to conduct an internal audit of seat usage within ten (10) business days of any such requirements. Roone’s determination of unauthorized usage shall be made in good faith based on reasonable usage data.

4. Subscription Term and Renewal

4.1 Subscription Term

The Subscription Term commences on the date specified in the applicable Order Form and continues for the period set forth therein. All subscription details, including duration, Fees, payment schedule, and any special terms (such as rate locks or early cancellation windows), are as set forth in the applicable Order Form, which is incorporated into these Terms by reference.

4.2 Renewal

Unless the applicable Order Form specifies otherwise, or unless Customer provides written notice of non-renewal to Roone at least thirty (30) days prior to the expiration of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods of the same duration as the initial Subscription Term at Roone’s then-current list price for the applicable subscription tier. Roone will provide Customer at least thirty (30) days’ advance written notice before each renewal and will disclose any Fee changes applicable to the renewal term.

4.3 Cancellation

Customer may cancel or elect not to renew its subscription by providing written notice to Roone at least thirty (30) days before the end of the then-current Subscription Term. Cancellation takes effect at the end of the then-current Subscription Term. Except as expressly provided in Section 10, all Fees paid are non-refundable, and Customer remains obligated to pay all Fees due through the end of the then-current Subscription Term.

5. Fees and Payment

5.1 Fees

Customer agrees to pay all Fees as set forth in the applicable Order Form. All Fees are stated in United States dollars and are non-refundable except as expressly provided in these Terms. Roone may update its standard list prices at any time, but Fee changes will not apply to the current Subscription Term and will take effect only upon renewal, subject to advance notice as required by Section 4.2.

5.2 Payment Terms

Fees are due and payable in accordance with the payment schedule set forth in the applicable Order Form. If Customer fails to pay any Fees when due, Roone may: (a) charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower; (b) suspend or terminate Customer’s access to the Platform; and/or (c) pursue any other remedies available under these Terms or at law.

5.3 Taxes

All Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes, except for taxes based on Roone’s net income. If Roone is required to collect taxes, those taxes will be added to Customer’s invoice unless Customer provides a valid exemption certificate.

6. Customer Content and Responsibility

6.1 Ownership of Customer Content

As between Roone and Customer, Customer retains all right, title, and interest in and to Customer Content. Customer grants Roone a limited, non-exclusive, royalty-free, worldwide license to access, use, copy, process, and transmit Customer Content solely as necessary to provide the Platform and perform Roone’s obligations under these Terms, including to power and improve the Editorial DNA system as described in Section 8.

6.2 Customer Solely Responsible for Its Content

CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL CUSTOMER CONTENT AND ALL PUBLISHED CONTENT, INCLUDING ANY CONTENT THAT WAS DRAFTED OR SUGGESTED BY THE PLATFORM’S AI FEATURES PRIOR TO CUSTOMER’S REVIEW AND APPROVAL. Customer represents, warrants, and covenants that:

• Customer owns or has obtained all necessary rights, licenses, consents, and permissions to submit, use, and publish Customer Content and any content derived therefrom;
• Customer Content and Published Content do not and will not infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, or other rights of any third party;
• Customer Content and Published Content do not and will not violate any applicable law or regulation, including advertising standards, FTC guidelines, securities laws, and defamation law; and
• Customer has reviewed and approved all AI-Generated Content before it becomes Published Content and accepts full responsibility for any Published Content.

6.3 No Responsibility for AI-Generated Content

Roone provides the Platform as a technology tool to assist Customer’s internal workflows and does not act as a publisher, speaker, editor, or content creator with respect to any Customer Content or AI-Generated Content. Roone is not responsible for the accuracy, completeness, timeliness, or appropriateness of any AI-Generated Content produced by the Platform. AI-Generated Content may contain errors, inaccuracies, or outdated information. Customer acknowledges that: (a) all AI-Generated Content is a draft suggestion requiring Customer’s human review before publication; (b) Roone makes no representation that AI-Generated Content is factually accurate or suitable for any particular purpose; (c) Customer bears all risk and responsibility for decisions to publish AI-Generated Content; and (d) All decisions to publish, distribute, or rely upon any content are made solely by Customer.

Roone expressly disclaims any and all liability arising from: (i) inaccuracies or errors in AI-Generated Content; (ii) Customer’s publication or distribution of AI-Generated Content without adequate review; (iii) third-party claims arising from Published Content, including claims of defamation, false advertising, copyright infringement, or violation of applicable law; and (iv) any downstream harm to Customer’s audiences resulting from Published Content.

6.4 Prohibited Content

Customer shall not submit or publish any content that:

• infringes any third-party intellectual property rights;
• violates any applicable law, regulation, or court order;
• is defamatory, libelous, obscene, harassing, threatening, or abusive;
• constitutes false advertising or deceptive trade practices;
• contains malware, viruses, or other harmful code;
• violates any third party’s privacy rights or includes personal data without appropriate legal basis; or
• impersonates any person or entity.

6.5 Data Privacy

To the extent Customer Content includes personal data subject to applicable privacy laws (including GDPR, CCPA, or similar legislation), Customer is the data controller (or equivalent) and is solely responsible for ensuring its collection, use, and transmission of such personal data through the Platform complies with all applicable privacy laws. To the extent required by applicable law, the parties will enter into a Data Processing Agreement, which Roone will make available upon Customer's written request. Roone’s Privacy Policy, available at https://roone.ai/privacy, is incorporated into these Terms by reference.

7. AI Features and Automated Processing

7.1 Nature of AI Features

The Platform generates content drafts, editorial suggestions, headlines, and related outputs using artificial intelligence, including large language models provided by third-party AI providers together with Roone's proprietary orchestration, prompting, and retrieval technology. Roone does not train or fine-tune any artificial intelligence model on Customer Content. Customer acknowledges and agrees that:

• AI-Generated Content is probabilistic in nature and may produce outputs that are inaccurate, incomplete, biased, or inconsistent;
• the Platform is not a substitute for human editorial judgment, fact-checking, legal review, or professional advice;
• Roone does not guarantee any specific quality, tone, accuracy, or outcome from the AI features; and
• Customer’s human review and approval of all AI-Generated Content before publication is a material obligation of Customer under these Terms.

7.2 Third-Party AI Models

The Platform may incorporate or connect to third-party AI models and services. Roone makes no representations or warranties about such third-party services and is not responsible for their availability, accuracy, or outputs. Use of third-party AI services through the Platform may be subject to additional terms imposed by the applicable third-party provider.

7.3 News and External Data Sources

The Platform may integrate with third-party news feeds, data sources, and information providers to assist in content generation. Roone does not independently verify the accuracy or reliability of such third-party data. Customer is solely responsible for verifying the accuracy of any information derived from third-party sources before incorporating it into Published Content. Roone is not liable for any claims arising from inaccuracies in third-party source material used in AI-Generated Content.

7.4 Publishing Integrations

The Platform may offer integrations with third-party publishing platforms, content management systems, and distribution channels (“Publishing Integrations”). Customer is solely responsible for: (a) configuring and maintaining Publishing Integrations; (b) ensuring that content published through Publishing Integrations complies with the terms of the applicable third-party platform; and (c) all content published or distributed via Publishing Integrations. Roone is not liable for any errors, delays, or failures in Publishing Integrations or for any content published through them.

7.5 No Autonomous Publication

The Platform is designed to assist and augment human editorial workflows, not to autonomously publish content without human oversight. Customer shall implement reasonable internal policies and controls to ensure that no AI-Generated Content is published without prior review and approval by an Authorized User. Roone shall not be liable for any content published through automated workflows that bypass Customer’s editorial review process.

7.6 AI Transparency and Disclosure

Certain laws and regulations, including the EU AI Act, may require that audiences or end users be informed when content is generated or assisted by artificial intelligence. As between the parties, Customer is the deployer of the Platform's AI features with respect to Published Content and is solely responsible for determining whether such disclosures are required and for providing any AI-disclosure, labeling, or transparency notices required by applicable law. Roone will make available reasonable information about the AI-assisted nature of the Platform's outputs to support Customer's compliance. Roone is not responsible for Customer's failure to provide any required AI disclosures.

8. Editorial DNA and Platform Intelligence

8.1 What Editorial DNA Is

The Platform includes a proprietary system ("Editorial DNA") that structures and applies Customer's editorial voice, tone, brand standards, style preferences, and content guidelines in order to personalize AI-Generated Content outputs. Editorial DNA operates by organizing the inputs Customer provides — such as Customer Content, style guides, source materials, editorial priorities, and the preferences and feedback expressed by Authorized Users — and supplying that information to the Platform's AI features at the time content is generated. Editorial DNA does not train, fine-tune, or modify any artificial intelligence model; it configures how Customer's own inputs are presented to the models the Platform uses.

8.2 Ownership of Editorial DNA

As between Roone and Customer:

• Customer owns the underlying Customer Content, brand guidelines, source materials, and defined style parameters that Customer provides and that inform the Editorial DNA configured for Customer's account;
• Roone owns the Editorial DNA system itself, including the software, prompt and instruction frameworks, retrieval and organization methods, configurations, and other technology Roone develops or operates to structure and apply editorial inputs. These components are part of Roone's general-purpose platform technology;
• Customer acknowledges that it does not acquire any ownership interest in the Editorial DNA system, or in Roone's underlying software, methods, or configurations, by reason of its use of the Platform; and
• Upon termination of the Subscription Term, Customer may export its Customer Content and defined style parameters in accordance with Section 10.3, and Roone retains all rights to the Editorial DNA system.

8.3 Use of Customer Data for Platform Improvement

Roone does not train or fine-tune any artificial intelligence model on Customer Content. Roone does not use Customer Content, or the editorial signals, approvals, or preferences generated through Customer's account, to benefit any other customer's account, and will not do so without Customer's explicit prior written consent. The Editorial DNA configured for Customer's account is specific to that account and is not shared with, or used to benefit, any other customer. Roone may use aggregated technical and operational data that does not contain Customer Content or editorial signals — such as system performance, reliability, and usage metrics — to operate, secure, and improve the Platform. Roone's data practices are described further in the Privacy Policy at https://roone.ai/privacy.

8.4 Feedback and Editorial Signals

Editorial feedback, approval signals, and content preference data provided by Customer or its Authorized Users through the Platform are used by Roone solely to configure and improve the Editorial DNA for Customer's own account and to provide the Platform to Customer. Such data is not used to benefit any other customer's account without Customer's explicit prior written consent. This feedback is provided to Roone on a royalty-free basis as part of Customer's use of the Platform.

9. Confidentiality

9.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

9.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to perform its obligations or exercise its rights under these Terms.

9.3 Compelled Disclosure

A party may disclose Confidential Information if required by law, regulation, or court order, provided that such party gives the other party prompt prior written notice (to the extent legally permissible), cooperates in seeking a protective order, and discloses only the minimum amount required.

10. Termination

10.1 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it.

10.2 Termination for Convenience by Roone

Roone may terminate these Terms or suspend Customer’s access to the Platform at any time upon thirty (30) days’ written notice. If Roone terminates for convenience under this Section, Roone will provide Customer a pro-rata refund of any prepaid Fees covering the period after the effective date of termination.

10.3 Effect of Termination

Upon termination or expiration for any reason: (a) all licenses granted to Customer terminate immediately; (b) Customer shall cease all use of the Platform; (c) each party shall promptly return or destroy the other party’s Confidential Information; and (d) Customer may request export of its Customer Content within thirty (30) days of termination, after which Roone may permanently delete all Customer Content from its systems. Roone will make Customer Content available for export in a standard format upon written request.

10.4 Survival

Sections 1, 2.3, 6.1, 6.2, 6.3, 7.5, 8.2, 10.3, 10.4, 11, 12, 13, and 14 survive any termination or expiration of these Terms.

11. Indemnification

11.1 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Roone and its officers, directors, employees, agents, successors, and assigns (“Roone Indemnitees”) from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to:

• Customer Content, including any claim that Customer Content infringes or misappropriates any third-party intellectual property rights or violates any law;
• Published Content, including any claim of defamation, false advertising, privacy violation, or inaccuracy arising from content that Customer approved and published using the Platform, regardless of whether such content was originally AI-generated;
• Customer’s or any Authorized User’s use of the Platform in violation of these Terms or any applicable law;
• Customer’s breach of any representation, warranty, or obligation under these Terms;
• Customer’s violation of the Acceptable Use Policy; or
• Any downstream claims by Customer’s audiences arising from Published Content or Customer’s use of the Platform.

11.2 Indemnification by Roone

Roone shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (“Customer Indemnitees”) from and against any Claims brought by a third party alleging that the Platform itself (excluding Customer Content and AI-Generated Content approved by Customer), as provided by Roone and used in accordance with these Terms, infringes any third party’s patent, copyright, trademark, or trade secret rights. Roone’s indemnification obligation does not apply to Claims arising from: (a) modification of the Platform by anyone other than Roone; (b) use of the Platform in combination with hardware, software, or services not provided or authorized by Roone; (c) Customer Content or Published Content; or (d) use of the Platform after Roone has notified Customer to cease use due to a potential infringement.

11.3 Indemnification Procedure

The Indemnified Party shall: (a) promptly notify the indemnifying party in writing of any Claim (failure to give prompt notice does not relieve the indemnifying party except to the extent it is materially prejudiced); (b) grant the indemnifying party sole control over defense and settlement (provided the indemnifying party shall not settle any Claim in a way that imposes obligations on the Indemnified Party without prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.

12. Warranties and Disclaimers

12.1 Roone Warranties

Roone warrants that: (a) it has the right and authority to enter into these Terms; and (b) the Platform will perform materially in accordance with the Documentation during the Subscription Term. As Customer’s exclusive remedy for breach of the foregoing warranty, Roone will use commercially reasonable efforts to correct the non-conformity or, if correction is not practicable, refund prepaid Fees attributable to the non-conforming period.

12.2 Customer Warranties

Customer represents and warrants that: (a) it has the right and authority to enter into these Terms; (b) if Customer is an entity, it is duly formed and in good standing under applicable law; and (c) Customer’s use of the Platform will comply with all applicable laws and regulations.

12.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ROONE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. ROONE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED CONTENT WILL BE ACCURATE OR SUITABLE FOR PUBLICATION, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION PROVIDED BY ROONE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 shall not apply to: (a) either party’s indemnification obligations under Section 11; (b) either party’s breach of Section 9 (Confidentiality); (c) Customer’s breach of Sections 2.2, 6.2, or 7.5; or (d) damages arising from a party’s gross negligence or willful misconduct.

13.4 Essential Basis

The limitations of liability in this Section 13 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. The Platform would not be made available to Customer without these limitations.

14. General Provisions

14.1 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any dispute that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Wilmington, Delaware (or virtually, as mutually agreed). The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Delaware to prevent irreparable harm pending arbitration. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

14.2 Class Action Waiver

CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.3 Entire Agreement

These Terms, together with all Order Forms and documents incorporated by reference (including the Privacy Policy and Acceptable Use Policy), constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely as to that Order Form.

14.4 Amendments

Roone may modify these Terms at any time by posting a revised version on the Platform or by notifying Customer at the email address on file. Modifications take effect thirty (30) days after notice. Customer’s continued use of the Platform after the effective date constitutes acceptance of the modified Terms. Modifications will not apply retroactively to events occurring prior to the effective date of the updated Terms, except where required by applicable law.

14.5 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, it shall be severed from these Terms. The invalidity or unenforceability of any provision in any jurisdiction shall not affect the validity or enforceability of any other provision of these Terms in that jurisdiction, or the validity or enforceability of these Terms or any of its provisions in any other jurisdiction. The remaining provisions of these Terms shall continue in full force and effect.

14.6 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. All waivers must be in writing to be effective.

14.7 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without Roone’s prior written consent. Any purported assignment without consent is null and void. Roone may freely assign these Terms, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.8 Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, or failures of third-party internet service providers. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance as soon as possible.

14.9 Notices

Legal notices to Roone must be sent to PO Box 93, 179 Rehoboth Ave. Rehoboth Beach, DE 19971, United States or legal@roone.ai. Roone will send notices to Customer at the email address associated with Customer’s account. Routine support and operational communications may be sent by email without the formality requirements of this Section.

14.10 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.

14.11 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms confers any rights or remedies on any other person or entity.

14.12 Export Compliance

Customer shall comply with all applicable export control and sanctions laws, including those of the United States. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo, and is not on any U.S. government list of prohibited or restricted parties.

14.13 Feedback

If Customer provides Roone with suggestions, enhancement requests, bug reports, or other feedback regarding the Platform (“Feedback”), Customer grants Roone a perpetual, irrevocable, royalty-free, worldwide license to use, copy, modify, and incorporate such Feedback into the Platform or any Roone product without any obligation to Customer.

14.14 Acceptable Use Policy

Customer’s use of the Platform is subject to Roone’s Acceptable Use Policy (“AUP”), available at https://roone.ai/aup, which is incorporated into these Terms by reference and may be updated from time to time. In the event of a conflict between these Terms and the AUP, these Terms control.

14.15 Modifications to the Platform

Roone may modify, update, suspend, or discontinue the Platform or any feature at any time, with or without notice, provided that Roone will use commercially reasonable efforts to give at least thirty (30) days’ prior notice of any material reduction in Platform functionality. Roone reserves the right to make modifications to the Platform in its discretion, including for security, legal, operational, or compliance purposes.

14.16 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

14.17 Corporate Restructuring

Customer acknowledges that the Platform may be transferred to, or operated by, a successor or affiliated entity of Notice News, Inc. in connection with a corporate restructuring, spinout, or similar transaction. In such event, these Terms and all rights and obligations hereunder shall automatically transfer to and be assumed by such successor entity, and shall remain in full force and effect without requirement of Customer's consent, provided that Customer receives written notice of such transfer within thirty (30) days of its occurrence.

14.18 No Publisher or Agency Relationship

Roone does not create, publish, endorse, or adopt any content generated or distributed through the Platform. Customer acknowledges that Roone acts solely as a technology provider and not as a publisher, editor, or speaker.

14.19 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and acceptance through online click-through mechanisms shall be deemed valid and binding to the same extent as original signatures.

By clicking “I Agree” or “Accept” during the activation process, you confirm that you have read, understood, and agree to be bound by these Terms of Service on behalf of yourself or the entity you represent.

Questions? Contact us at hello@roone.ai · Notice News, Inc. d/b/a Roone · PO Box 93, 179 Rehoboth Ave. Rehoboth Beach, DE 19971, United States