Rolebot Terms of Service

Last updated; October 27, 2023

Welcome to rolebot.io (collectively, the “Site”), operated by Rolebot, Inc. The following terms and conditions (together with any MSA (as defined below, and if applicable), the “Agreement”) form a binding agreement between You and us. Please review the following terms carefully. By using the Site and our Services (as defined below), you are agreeing to these terms, and these terms will govern your use of the Site. If you do not agree to these terms, you must cease use of the Site. The terms “Rolebot” or “us” or “we” or “our” refer to Rolebot, Inc., the owner of the Site and the Service. The terms “You” or “Customer” refer to the person accessing or using the Site and Services, or the company or organization on whose behalf that person accesses the Site and Services.

1. Our Services

Rolebot provides online services through the Rolebot platform (the “Services”) that help employers, hiring managers and job recruiters (collectively, “Employers”) find persons who are actively or passively seeking new roles (“Candidates”) like the ones Employers may be offering . The Services enable Employers to define search criteria, review and connect with the talent pool that best aligns with the selected criteria. We will provide Employers access to the Services so long as our Agreement with You remains in effect, provided that Your use of the Site and Services will at all times be bound by the terms and conditions of this Agreement.

2. Provision of Access

Subject to the terms and conditions contained in this Agreement, including but not limited to, payment of the corresponding fees, as set forth in Section 5 below, we grant You a non-exclusive, non-transferable, revocable right to access the features and functions of the Site and Services during your subscription term. Other than as expressly set forth in this Agreement, we and our licensors reserve all rights, title and interest in and to all Rolebot content, Site and the Services.

3. Usage Restrictions for the Services

Except as expressly permitted herein, Customer shall not, and shall not permit any of its employees or any third party to: (i) use, reproduce or distribute the Services or Rolebot IP (as defined below) in any manner inconsistent with the license grants set forth in this Agreement; (ii) modify, translate into any code or language, or make any derivative work of the Services or Rolebot IP or any parts thereof; (iii) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct, discover or use the source code of the Services or Rolebot IP for any purpose or provide or make available the source code to any third party, (except to the limited extent, if any, permitted under applicable law for interoperability purposes); (iv) provide, resell, lease, lend, use for time sharing or service bureau purposes or otherwise use or allow others to use the Services or Rolebot IP to or for the benefit of any third party; (v) use the Services in violation of any contract to which you are subject, in violation of any applicable law, rule, or regulation; (vi) use the Services to build a competing product or service; or (vii) remove any product identification, copyright or other proprietary notices that are included within the Services. Customer shall reproduce all such proprietary notices on all copies of the Rolebot IP, as applicable. 

4. Registration & Account

You must be at least 18 years old in order to use our Services. You will need to create an account with Us in order to use the Site and Services. For subscription-based accounts, once you place an order with us we will activate your account. If You choose to create an account with us, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. Your registration must be completed using Your real name. Each registration is for the use of the single company or organization and/or for recruiters who represent multiple end customer employers and on whose behalf You access the Site, but the Site may not be used on behalf of more than one person or entity under one username, other than with respect to such recruiters. Access to the Site is not authorized by any other person or entity using Your registration information and You are responsible for preventing such unauthorized use.

In order to register for the Services, your work email address will be your user ID ( “User ID”) and you will be instructed to pick a password. We’ll provide you with the necessary access protocols and policies to allow You to access the Services. With that User ID, you’ll be allowed to assign additional users to access the Site and the Services under Your account. Only those individuals You’ve designated may use or access the Site and the Services on Your behalf. Please bear in mind that our fees vary depending on the number of roles designated in your order with Rolebot. You may not designate access to individuals and entities that have previously been terminated by Rolebot. Individuals and entities who have previously been terminated by Rolebot may not register for an account.

Customer will remain responsible for all use of the Services through its User ID, and all activity emanating from its account, whether or not such activity was authorized by Customer. You and any authorized additional users shall have access to your assigned, active roles (“Your Content”) and shall be solely responsible for the confidentiality and security of your User ID, and all passwords and other access protocols required in order to access the Services. Please notify us immediately if You become aware that Your User ID is being used without authorization. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Services, as well as suspend or terminate Your account for any reason, or no reason at all. In addition, Customer is solely responsible for any network or Internet connectivity required to access or use the Rolebot platform over the Internet.

5. Fees for Employers

Please note that the following “Payment for Services”, “Disputed Fees”, and “Taxes” provisions under this “Fees for Employers” section shall apply to Employers only, and not to Candidates.

a. Payment for Services

In consideration for the access rights granted to Employers  hereunder, and the Services provided under this Agreement, we may charge Employers certain fees. (Freelancers or individual recruiters who work for multiple companies and do not qualify as traditional Employers hereunder will be considered third parties, and as such may incur additional, separate fees for their use of the Services.) As an Employer, You agree to pay to us, without offset or deduction, the applicable then-current fees that we charge, which are published on the Site and/or stated on your subscription or recruitment order with us. Unless otherwise set forth on your subscription, subscriptions to the Services are on an annual basis. All fees will be due and will be automatically billed to your credit card monthly or annually (depending on your subscription) in advance of the Services being rendered. Your subscription will automatically renew for successive twelve (12) month periods, unless Customer provides written notice of termination at least thirty (30) days prior to the end of the then-current subscription term.  Please also consult your invoices for any additional terms that may apply to your use of the Site and the Services (e.g., pricing, additional years, trial periods, etc.).  Any fees due upon renewal will be automatically billed to your credit card as well. All fees will be billed and payable in U.S. Dollars. Fees for each renewal term will increase by five percent (5%) compared to the prior subscription term (unless Customer changes its role plan and/or as otherwise agreed by us in writing before the start of such renewal term). You must provide us with a valid credit card or purchase order information as a condition to signing up for the Services. Your payment provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the credit card used for payment hereunder. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Site or by e-mail delivery to You. Any payment not received by the due date shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If You are delinquent in the payment of undisputed amounts, we may suspend the provision of the Services to You.

For online payments, we use the payment services of Stripe. We do not process, record or maintain your credit card or bank account information. For more information on how payments are handled, or to understand the data security and privacy afforded such information, please refer to https://stripe.com/us/privacy. 

b. Disputed Fees

If You dispute any fees, taxes, or other charges billed by us, You shall notify us, in writing, of the disputed amount and any relevant information regarding the circumstances of the dispute promptly. If You fail to provide us with a notice of such a disputed amount within twenty (20) business days following receipt of an invoice for such charge, then such amount is deemed undisputed and due to us. All parties agree to work cooperatively to resolve any such disputed amounts.

c. Taxes

You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on our income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. You will make all required payments to us free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to us will be Your sole responsibility, and You will, upon our request, provide us with official receipts issued by appropriate taxing authorities, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

6. General Rules of User Conduct

When You use the Site and Services, You obtain access to various kinds of information and materials, all of which we call “Content.” It is our goal to make the use of our Site and Services a good experience for all of our users, so You may not to do any of the following:

Conduct or promote any illegal activities while using the Site and Services including, but not limited to:

• Upload, distribute, or print anything that may be is illegal, offensive, indecent, pornographic, objectionable or harmful to minors;
• Attempt to gain access to secured portions of the Site to which You do not possess access rights;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use the Site or Services to generate unsolicited email advertisements or spam;
• Harvest, collect, gather or assemble information or data regarding other users without their consent;
• Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services or the data contained therein;
• Impersonate another user.
• Sending bulk emails to Candidates nor adding Candidates to any commercial email list. You may not use the information provided by Rolebot for any purposes except to fulfill the job campaign for which we are providing our Services.

You and any authorized additional users shall have access to Your Content and shall be responsible for all changes to and/or deletions of Your Content. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content. Though we strive to enforce these rules with all of our users, including Candidates and our other customers, You may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at Your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). Note, however, We do not actively monitor Your Content or any Content for compliance with these terms. We take no responsibility for Your exposure to Content on the Site whether it violates our content policies or not. You understand that the information and opinions in Content uploaded by third parties represent solely the thoughts of the author and are neither endorsed by us nor does it necessarily reflect our belief.

7. Third-Party Content and Services

The Site and Services may contain third party Content or services, including any information or materials advertised therein or available on or through any Third Site (collectively, “Third-Party Content”). We are not responsible or liable for, nor do We endorse, Third-Party Content. We do not guarantee the accuracy, integrity, quality, performance of any Third-Party Content. By using the Site or Services, We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your use of or reliance on any Third-Party Content, or the goods, services, or information or the promotion thereof. It is Your responsibility to evaluate the information, opinion, advice, or other content available on and through the Site and Services.

In addition, Customer acknowledges that Rolebot may also distribute, use and provide Your Content to Rolebot’s service providers who act on Rolebot’s behalf in providing the Services (e.g. third party web hosting providers); as well as to third parties chosen by Rolebot that are used to provide various additional services (and enhancements), and which can be provided for the benefit of Customer, (e.g., analytics services, and any other value-added services which may be offered by Rolebot from time to time in connection with the Services provided under this agreement, as applicable).

8. Support

Subject to Customer’s compliance with its payment obligations under this Agreement, Rolebot will be reasonably available to provide Customer with its standard problem resolution and technical support in connection with the Services and the Rolebot platform during the Term (the “Support Services”). Customer will have the ability to obtain Support Services from Rolebot at a dedicated email address, which will be provided to Customer by Rolebot upon completion of the onboarding process. Support Services will be provided during Rolebot’s regular business hours: 8:00 am to 9:30 pm Eastern Time, Monday through Friday, excluding observed holidays. All Support Services will be provided by email. In addition to the foregoing, as part of the Support Services, upon request (email to suffice), Rolebot can provide additional support as reasonably needed over video chat or telephone to Customer from time to time during the Term with respect to the Services.

9. Non-Confidentiality and Security

Notwithstanding the confidentiality provisions below, You understand that information that You submit to us, like job descriptions and salary ranges, are submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. Rolebot will use reasonable efforts to maintain the security and integrity of information You provide to us. However, You acknowledge and agree that Rolebot cannot fully eliminate security risks and cannot guarantee that unauthorized access to Your information will never occur..

10. Confidential Information

a. Ownership of Confidential Information

“Confidential Information” shall mean all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party and will remain the sole property of the disclosing party or such third party.

b. Mutual Confidentiality Obligations

Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii); (iv) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to the extent practicable, return or destroy, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement. Notwithstanding the foregoing, in order to provide and improve the Service, You agree that we may collect aggregated, non-identifying statistical data regarding Your use of the Service (“Analytics Data”) and provide such aggregated statistical data to third parties. All such Analytics Data will be owned by Rolebot.

c. Confidentiality Exceptions

Notwithstanding the foregoing, the provisions above will not apply to information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do. The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of disclosure.

11. Privacy

We respect the privacy of Candidates, so we developed a Privacy Policy to explain how we collect, use and disclose personal information. In addition, as of the Effective Date, Rolebot ONLY collects name and work email of authorized personnel (generally limited to a few people) from Customer in connection with providing the Services. Any Customer contact related data will be processed and stored in accordance with Rolebot’s then-current data retention and data privacy policy. The Privacy Policy found at https://www.rolebot.io/privacy-policy forms part of our agreement with Candidates. In no event will we have any obligations to You arising under the Agreement that are inconsistent with our promises to Candidates under our Privacy Policy. For full details, please refer to our Privacy Policy.

In addition, each party shall be responsible for securing and managing any information, including any personal data, shared with the other party, as applicable. In the event that individuals whose information is shared requests from either party access to the information held about them, deletion of the information held about them, or objects to the continued use of their information by the respective party, then it will be the responsibility of that party to exclusively process those requests. Each party is an independent controller for purposes of the processing of any shared personal data, to the extent applicable. Further, the parties’ processing of any shared personal data is governed by either the Controller-to-Controller Data Processing Addendum or the US Data Processing Addendum, as applicable, which are set forth at https://hello.rolebot.io/files/DPA.pdf and which are hereby incorporated into and made part of this Agreement.

12. Term and Termination; Changes to the Site and Services

This Agreement will be effective for as long as You use the Services. We may change or discontinue the Site or any of the Services at any time without prior notice. Without limiting the generality of the foregoing and by way of illustration, in the event that we modify the Services to allow creation of accounts on a “pay per role” basis, as part of an e-commerce service offering, we may allow you to open an account for the purpose of defining criteria of a specific role for a limited time. Any such account, as applicable, will be subject to the same terms as all other accounts under this Agreement, but your rights will be more limited and the time period for use may also be more limited.

We also reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement may automatically terminate in the event that You violate any of the terms and conditions set forth herein. In the event of any termination, You will immediately cease access to the Site, and You agree to promptly pay any outstanding fees owed under this Agreement.

13. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder.

We additionally represent and warrant that we will provide the Services and perform our other obligations under this Agreement in a professional and workmanlike manner consistent with general industry standards. We shall comply with all applicable laws and regulations in providing the Services under this Agreement We shall use reasonable industry standard security mechanisms and procedures to protect Your Content. For a breach by Rolebot any of the foregoing warranties, as Customer’s sole and exclusive remedy, Rolebot shall re-perform any non-conforming Services at no additional charge to Customer.

14. Disclaimers of Warranty

ROLEBOT HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE QUALITY, TRUTH, ACCURACY OR LEGALITY OF THE CONTENT POSTED BY CANDIDATES OR OTHERS.. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, THE SITE, SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ROLEBOT DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT,. ROLEBOT MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR SERVICES, OR THAT PROBLEMS WILL BE CORRECTED, OR THAT THE SITE AND SERVICES ARE FREE OF ERRORS OR VIRUSES AND OTHER HARMFUL COMPONENTS. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH THE SITE AND SERVICES IS DONE IN YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL FROM OUR SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE AND OUR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SECURITY AND PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SITE.

Rolebot is not an employment agency or a recruiting firm, and makes no representations or guarantees regarding the effectiveness or timeliness of the Site or the Service in meeting your objectives. Rolebot does not guarantee any results, and is not responsible for any employment decisions. TO THE EXTENT THAT ROLEBOT MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

ANY ACTION BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT NO LATER THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE

15. Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT ROLEBOT IS ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL ROLEBOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS (EVEN IF ADVISED OF THIS POSSIBILITY), ARISING IN CONNECTION WITH THE SITE, SERVICES OR THIS AGREEMENT, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, SITE, OR THE CONTENT. IN NO EVENT WILL ROLEBOT BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Rolebot reserves the right, but has no obligation, to monitor, or take any action Rolebot deems appropriate regarding disputes that You may have with Candidates or other customers of ours. To the extent the law permits, You release us from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any Candidate or other customers of ours.

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ROLEBOT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF ROLEBOT TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF EITHER (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, OR (B) ONE THOUSAND DOLLARS (U.S. $1000.00).

16. Indemnification

a. By Rolebot

We agree to indemnify, defend and hold You harmless from and against any and all third party losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that: (a) the Services infringe such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America; or (b) our gross negligence or willful misconduct; provided that You promptly notify us in writing of the claim, cooperate with us, and allow us sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, You agree to permit us, at our sole discretion, to enable You to continue to use our Services or the documentation, as applicable, or to modify or replace any such infringing material to make it non-infringing. If we determine that none of these alternatives is available to Rolebot using commercially reasonable efforts, You shall, upon written request from us, cease use of, and, if applicable, return, such materials as are the subject of the infringement claim. This Section shall not apply if the alleged infringement arises, in whole or in part, from (i) unauthorized modification and/or use of the Services, or any part thereof, by You, or (ii) combination, operation or use of the Services with other software, hardware or technology not provided by us, or (iii) related to Your Content (any of the foregoing circumstances under clauses (i), (ii), and (iii), a “Customer Indemnity Responsibility”). THIS SECTION STATES OUR ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

b. By You

You agree to hold, harmless, indemnify, and, at our option, defend us from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (a) Your gross negligence or willful misconduct; (b) a Customer Indemnity Responsibility; or (c) Customer’s breach of this Agreement. You will not settle any third-party claim against us unless such settlement completely and forever releases us from all liability with respect to such claim or unless we consent to such settlement, and further provided that we will have the right, at our option, to participate in the defense thereof by counsel of our own choice.

17. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS, INCLUDING THOSE SET FORTH IN SECTIONS “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY,” DO NOT APPLY, AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

18. Intellectual Property

Rolebot (or its licensors) shall at all times own all right, title and interest in and to all code (both object code and source code), tools, routines, programs, designs, technology, ideas, processes, formulas, techniques, improvements, inventions and works of authorship, including, without limitation, related documentation related to the Services (e.g., FAQs, tutorials, demos, etc.) (“Documentation”) which were previously owned or licensed to Rolebot or which are made, developed, conceived or reduced to practice by Rolebot in connection with this Agreement, and all Intellectual Property Rights (defined below) contained therein, including but not limited to, the Rolebot platform and all technology related thereto (and all improvements, upgrades and updates thereto) (collectively, the “Rolebot IP”). Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. Without limiting the generality of the foregoing, Rolebot may utilize all comments and suggestions for improvements or modifications, to any of Rolebot’s products, services or any other Rolebot IP, whether written or oral, furnished by Customer to Rolebot in connection with this Agreement and any Statement of Work. (All reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Accordingly, any developments or modifications made by Customer or Rolebot relating to any Rolebot product or service, or other Rolebot IP, whether or not influenced or suggested by Customer, are the sole and exclusive property of Rolebot. If Customer is ever held or deemed to hold any right, title or interest in or to such developments or modifications or the Feedback, then Customer hereby irrevocably assigns to Rolebot all such right, title and interest. “Intellectual Property” or “Intellectual Property Rights” collectively means any and all patents, patent registrations, patent applications, business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, moral rights, know-how or any other similar right arising or enforceable under the laws of the United States, any other jurisdiction, or bilateral or multi-lateral treaty regime.

Subject to the foregoing, as between You and us, You retain any Intellectual Property Rights in any copyrighted materials and trademarks that are contained in Content that You post to the Site. You retain all right, title and interest in and to Your Content, and we acknowledge that we neither own nor acquire any additional rights in and to Your Content not expressly granted by this Agreement. Email addresses collected by You while using the Services belong solely to You. We will not make those email addresses available to any third party and will not use those email addresses for any communication without Your explicit written consent. Subject to the foregoing, You grant us a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Your intellectual property rights related to that Content, to the extent necessary for us to provide the Services. You also authorize us to sublicense those rights to our contractors who help us provide the Services.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, Rolebot respects the intellectual property of others. If any person or entity believes that its work has been copied and posted on the any of the Site or Services in a way that constitutes copyright infringement, please contact us immediately at hello@rolebot.io.

19. Publicity

We may refer to or identify You as a customer by name and logo, including in promotional materials, on our Site and in press releases when listing customers of our Services.

20. Electronic Communications

The communications between You and Rolebot use electronic means, whether You visit the Site or send us emails, or whether Rolebot posts notices on the Services or communicates with You via email. For contractual purposes, You (a) consent to receive communications from Rolebot in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Rolebot provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. The foregoing does not affect Your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site.

21. Changes to this Agreement

We may change the terms of this Agreement from time to time, and any such modifications become effective immediately upon being posted to the Site. It is Your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If we make material changes, we will post the updated Terms of Service on this page with a “Last Updated” effective date of the revisions. If You do not agree to any changes, if and when such changes may be made to the Agreement, You must cease use of the Site. Your use of the Site after any modifications to these terms indicates that You agree to such modified Agreement.

22. General Terms

a. Independent Contractors

You and we are independent contracts, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement.

b. Assignment

You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by You to do so will be invalid.

c. Severability

Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.

d. Waiver

Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision.

e. Survival

All outstanding payment obligations, together with any and all terms of this Agreement which contemplate continuing effectiveness shall survive the termination or expiration of this Agreement for any reason, including without limitation, all usage restrictions, indemnification, ownership, limitation of liability and all disclaimers of warranties.

f. Governing Law

This Agreement will be governed by the laws of the State of California without reference to its choice of law principles. You agree that the state and federal courts located within the State of California, in Los Angeles County, will have exclusive jurisdiction over any dispute between You and us. However, You agree that we may seek equitable relief in any jurisdiction when appropriate.

g. Non-Solicitation. Customer hereby agrees not to solicit for purposes of employment any Rolebot personnel who have been introduced to Customer, or who are or have been assigned to perform work for Customer hereunder, until one (1) year after the termination of this Agreement. For the purpose of this paragraph, a general advertisement or job posting to fill open employment positions, including on the Internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this paragraph.

h. Notices.  All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, email, or by certified or registered mail, return receipt requested, and deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to such address as either party may specify in writing.

i. Export. Each party agrees not to export, directly or indirectly, any data acquired from the other party or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations or the laws and regulations of any other applicable jurisdiction.

 j. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, shortages of electric power or other utilities, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such Party

k. Entire Agreement

These terms (together with all invoices, and any Master Services Agreement (“MSA”) you may have entered into, as applicable) together constitute the entire and only agreement between You and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of this Agreement. In the event of any conflict between these terms and an MSA, the MSA will govern.

l. No class or representative proceedings and class action waiver

YOU AND ROLEBOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION OR LITIGATION ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. Unless both you and Rolebot agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief or request for relief (such as a request for public injunctive relief) and all appeals have been exhausted or the decision is otherwise final, then the parties agree that such a claim or request for relief shall be decided by a court only after all other claims and requests for relief are arbitrated.

23. Contact Us

If you have questions or concerns or complaints about these terms, please contact us at: 

hello@rolebot.io  

(424) 210-5277

1800 Vine Street, Los Angeles, CA 90028

Thank you for using our Site and Services.