Business and Higher Ed terms

Rolai Business and Higher Education Terms

 IMPORTANT – PLEASE READ THESE TERMS OF SERVICES (THESE “TERMS”) CAREFULLY. These Terms are a legally binding agreement between you and Rolai, LLC ("Company", "we", "our", "us") governing the use of our website located at https://rolai.com (the “Site”), and our proprietary Rolai AI software application made available through the Site (the “Service”, and together with the Site, collectively, the “Services”).

These Business and Higher Education Terms are an agreement between Rolai, LLC and you or ("Customer") that governs your use of our Services (as defined below). By signing up to use the Services, you agree to be bound by these Business and Higher Education Terms. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Business and Higher Education Terms for an entity, that you have legal authority to bind that entity. These Business and Higher Education Terms also refer to and incorporate Customer's purchase order, Customer's Data Security Addendum, and any ordering document signed by you and Rolai, LLC that you use to purchase the Services (an “Order Form”) (collectively, the “Agreement”).

1. Services

1A. Use of Services

We grant you a non-exclusive right to access and use the Services during the Term (as defined below). “Services” means any services for businesses and developers we make available for purchase or use, along with any of our associated software, tools, documentation, and websites, but excluding any Third Party Offering.

1B. Third-Party Offering

Third parties may offer products, services, or content through the Services (“Third Party Offering”). If you elect, in your sole discretion, to access or use a Third Party Offering, your access and use of the Third Party Offering is subject to this Agreement and any additional terms applicable to the Third Party Offering.

1C. Responsibilities for Your Account

You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account (an “End User Account”). You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services. Notwithstanding anything contained in this Agreement to the contrary, the terms of this Agreement shall supersede any subsequent or conflicting terms or conditions included in any standard click-through or shrink-wrap end user license agreement. Any click-through or shrink-wrap agreement shall not bind Customer.

2. Content

2A. Customer Content

You and End Users may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). We call Input and Output together “Customer Content.” As between you and Rolai, LLC, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

2B. Our Obligations for Customer Content

Rolai will process and store Customer Content in accordance with its privacy obligations. Customer Content will only be used as required to deliver the Services, comply with applicable legal requirements, and enforce Rolai's policies. Rolai will not use Customer Content for the purpose of developing or enhancing the Services.

2C. Your Obligations for Customer Content

You are responsible for all Input provided to the Services and represent and warrant that you possess all necessary rights, licenses, and permissions to submit such Input. You are solely responsible for the use of all Outputs generated by the Services and for evaluating their accuracy and suitability for your specific use case, including conducting human review where appropriate.

2D. Similarity of Output

You acknowledge that, due to the nature of our Services and the inherent characteristics of artificial intelligence, the Output you receive may not be unique, and other users may receive similar content. Outputs generated for and requested by other users are not considered your Output. Our assignment of Output to you does not apply to the Outputs of other users or any content provided through a Third Party Offering.

3. Restrictions

We own all right, title, and interest in and to the Services. You only receive rights to use the Services as explicitly granted in this Agreement. You will not, and will not permit End Users to:

●     3A. Use the Services or Customer Content in a manner that violates any applicable laws or Rolai Policies;

●     3B. Use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;

●     3C. Send us any personal information of children under 13 or the applicable age of digital consent;

●     3D. Reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);

●     3E. Use any method to extract data from the Services other than as permitted in this Agreement.

4. Payment and Taxes

4A. Fees and Billing

You agree to pay all fees charged to your account (“Fees”) according to the prices stated in an Order Form.

4B. Taxes

Fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes.

4C. Disputes and Late Payments

To dispute an invoice, you must contact billing@rolai.com within thirty (30) days of receipt. Overdue undisputed amounts more that seven (7) days overdue may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately after providing written notice of late payment.

5. Data Protection

5A. Privacy

5A1. Personal Data

If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, (b) process personal data in accordance with applicable law, and (c) if processing “personal data” or “Personal Information” as defined under applicable data protection laws, execute our Data Processing Addendum.

5A2. HIPAA

You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information,” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a separate Data Processing Addendum with us prior to creating, receiving, maintaining, transmitting, or otherwise processing this information.

5B. Confidentiality

5B1. Use and Nondisclosure

"Confidential Information" refers to any disclosed business, technical, or financial information, including Customer Content, that is identified as confidential or should reasonably be understood as such. The Recipient agrees to: (a) use the Confidential Information only to fulfill its obligations under this Agreement; (b) take reasonable steps to protect it; and (c) not disclose it to third parties, except as permitted by this Agreement or as required by law.

5B2. Exceptions

The obligations in Section 5B1 do not apply to information that (a) is publicly available through no fault of the Recipient, (b) was known to the Recipient prior to disclosure, (c) was lawfully provided by a third party without restrictions, or (d) was independently developed without using the Discloser’s Confidential Information. The Recipient may share Confidential Information with employees, contractors, and agents who need to know and are bound by confidentiality obligations as strict as those in this Agreement, and is responsible for any breaches by them. Disclosure required by law is permitted, provided the Recipient makes reasonable efforts to notify the Discloser in advance.

5C. Security

The terms and conditions of Customer's Data Security Addendum, if applicable, shall take precedence in the event of a conflict with any other provisions in the Agreement, including Rolai's Data Processing Addendum.

We will implement and maintain an information security program, including internal policies and procedures, designed to:

●     5C1. Protect the Services and Customer Content from accidental or unlawful loss, access, or disclosure;

●     5C2. Identify reasonably foreseeable risks to security and unauthorized access;

●     5C3. Mitigate security risks through regular risk assessments and testing.

As part of our information security program, we will:

●     5C4. Require multi-factor authentication for all employees;

●     5C5. Deploy production infrastructure behind VPNs where feasible;

●     5C6. Configure network security, firewalls, accounts, and resources according to the principle of least-privilege access;

●     5C7. Implement and enforce policies for monitoring electronic, network, and physical systems, as well as managing data storage, transfer, and access;

●     5C8. Maintain a logging and incident response process;

●     5C9. Establish corrective action plans to respond to potential security threats;

●     5C10. Conduct regular reviews of our security measures and the effectiveness of our information security program, ensuring alignment with industry best practices and internal policies.

6. Warranties; Disclaimer

We warrant that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available.

Except for the warranties in this Section 6, the Services are provided “as is” and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, non-infringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, we make no representations or warranties (a) that use of the Services will be uninterrupted, error-free, or secure; (b) that defects will be corrected; (c) that Customer Content will be accurate; or (d) with respect to Third Party Offerings.

7. Limitation of Liability

7A. Limitations on Indirect Damages

Except for (i) a party’s gross negligence or willful misconduct; (ii) your breach of Section 3 (Restrictions); (iii) either party’s breach of its confidentiality obligations under Section 5B (Confidentiality); (iv) our breach of Section 5C (Security); or (v) Rolai’s indemnification obligations under this Agreement, neither you nor Rolai, LLC or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.

7B. Liability Cap

Except for (i) a party’s gross negligence or willful misconduct or (ii) Rolai’s indemnification obligations under this Agreement, each party’s total liability under the Agreement will not exceed the total amount you have paid to us in the twelve (12) months immediately prior to the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.

8. Indemnification

We agree to defend and indemnify you against any damages awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising from a claim alleging that the Services (including any training data used to develop models that power the Services) infringe upon third-party intellectual property rights. This indemnification does not apply to claims arising from: (a) the combination of the Services with products, services, or software not provided by us; (b) customization or modification of the Services by any party other than us; (c) any Input or training data you provide; or (d) your failure to comply with this Agreement, applicable laws, regulations, or industry standards. If we reasonably believe that any part of the Services may become subject to an infringement claim, we will, at our expense, either: (x) secure the right for you to continue using the Services in accordance with this Agreement; (y) replace or modify the Services to avoid infringement; or (z) if neither option is commercially viable, terminate this Agreement and provide a refund for any prepaid, unused Services. You must comply with any reasonable instructions we provide, including directions to modify, replace, or discontinue use of any impacted Service.

The party seeking indemnification must promptly notify the indemnifying party of any claim, cooperate in its defense (including preserving and sharing relevant Customer Content), and allow the indemnifying party sole control over the defense and settlement. The party seeking indemnification may participate in its own defense at its own expense.

The indemnifying party cannot settle a claim without the other party’s prior written consent, which will not be unreasonably withheld, except when the settlement imposes no liability, impairment of rights, or admission of liability on the other party.

The remedies in this section are the sole and exclusive remedies for third-party claims of intellectual property infringement related to the Services or Customer Content.

9. Term and Termination

9A. Term

The term of this Agreement is for the initial term specified in the Order Form (the "Initial Term") and may be renewed for additional 12-month or shorter term(s) (each, a "Renewal Term") upon Rolai's issuance of a quote and Customer's processing of a purchase order. The Initial Term and the Renewal Term(s) are collectively referred to as the "Term".

9B. Termination

Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and Rolai, LLC may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your or any End User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the Rolai Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

9C. Effect of Termination

Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will "Securely Destroy", as defined and described in Customer's Data Security Addendum, all Customer Content from our systems within 30 days, unless we are legally required to retain it.

10. Modifications to these Business and Higher Education Terms and the Rolai Policies

We may modify these Business and Higher Education Terms or the Rolai Policies by providing reasonable notice, including posting the updates on our website. If, in our sole discretion, an update materially affects your rights or obligations, we will provide at least 30 days' notice before the update takes effect, unless the change is required to comply with applicable law, in which case we will give you as much notice as reasonably possible. All other updates will become effective on the date we post the revised Terms or Policies. Your continued use of the Services after an update becomes effective will constitute your acceptance of the changes. If you do not agree to an update, you may discontinue use of the Services or terminate this Agreement under Section 9 (Term and Termination).

Except for updates necessary to comply with applicable law, changes to these Terms or Policies will not apply to: (a) disputes between you and Rolai, LLC that arose before the update; or (b) Order Forms signed by you and Rolai, LLC (as opposed to orders placed through an automated system) prior to notice of the update. However, if an update relates to a Service or feature launched after an Order Form is signed, it will take effect upon your first use of that Service.

11. Dispute Resolution

11A. Informal Dispute Resolution

Before initiating legal action, both parties agree to try to resolve the dispute informally. You must notify us using our provided form, and we will notify you via the email associated with your account. If the dispute is not resolved within 60 days, either party may pursue all other courses of action available at law or in equity.

12. Trade Controls

You are required to comply with all applicable trade laws, including sanctions and export control regulations. The use, export, or re-export of our Services is prohibited in or for the benefit of: (a) any country or territory subject to a U.S. embargo, or (b) any individual or entity with whom transactions are restricted or prohibited under applicable trade laws. Additionally, our Services may not be used for any end purpose prohibited by applicable trade laws, and your Input must not contain any material or information that requires a government license for its release or export.

13. Miscellaneous

13A. U.S. Federal Agency Entities

The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

13B. Entire Agreement

This Agreement, including any Order Form(s) and Customer's purchase order, as well as Customer's Data Security Addendum, if applicable, is the entire agreement between you and Rolai, LLC with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

13C. Relationship of the Parties

For all purposes under this Agreement, you and Rolai, LLC will be and act as independent contractors and will not bind nor attempt to bind the other to any contract.

13D. No Third-Party Beneficiaries

There are no intended third-party beneficiaries to this Agreement, and it is your and Rolai, LLC's specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

13E. Force Majeure

Except for payment obligations, neither you nor Rolai, LLC will have any liability for failures or delays resulting from conditions beyond your or Rolai, LLC's reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

13F. Assignment

This Agreement cannot be assigned other than as permitted under this Section 13F (Assignment). We may assign this Agreement to an affiliate without notice or your consent. Both you and Rolai, LLC may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

13G. Notices

All notices will be in writing. We may provide you notice using the registration information or the email address associated with your account. Service will be deemed given on the date of receipt if delivered by email, provided the sender does not receive an automated "undeliverable" message, or if delivered by post. We accept service of process at this address: Rolai, LLC, 1209 Orange Street, Wilmington, DE 19801, Attn: admin@rolai.com.

13H. Severability

In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

13I. Jurisdiction, Venue, and Choice of Law

This Agreement will be governed by the laws of the State of Delaware, excluding Delaware’s conflicts of law rules or principles. Except as provided in Section 11 (Dispute Resolution), all claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of New Castle County, Delaware, USA.