Terms and Conditions

These terms and conditions (the “Terms”) govern your access to and use of the websites, mobile applications, APIs, development tools, software, products, and related services
owned, operated, or provided by Roots Automation, Inc. (“Roots,” “we,” or “us”), now or in  the future (collectively, the “Services”). The terms “you,” “user,” or “customer” refer to
any individual or entity who accesses, uses, or interacts with the Services, or who submits  any content or information through the Services.  Your access to and use of the Services is conditioned upon your acceptance of these Terms  without modification. Certain features, tools, or functionalities may be subject to additional
terms, guidelines, or policies, which will be presented in connection with those specific  Services and are incorporated by reference into these Terms.

 

 

Subject to the terms and conditions of these Terms and your ongoing compliance, Roots  grants you a limited, personal, non-transferable, non-sublicensable, royalty-free,
nonexclusive license to access and use the Services, which may include Roots’ website(s),  platform, APIs, tools, data, content, and related documentation, solely for (i) Customer’s
internal business purposes and (ii) any other purpose expressly authorized in writing by  Roots. 

 

Your use of the Services is further subject to the specific terms set forth in any applicable  order form (each, an “Order Form”). Roots may update, modify, or discontinue the Services  from time to time in its sole discretion; provided, however, that Roots will use commercially reasonable efforts to provide prior notice of any changes that materially diminish the core  features or functionality of the Services. 

 

From time to time, we may offer access to certain features, functionalities, or tools that are  identified as beta, pilot, limited release, developer preview, evaluation, or similar (“Beta  Features”). Beta Features are made available for evaluation and testing purposes only and  are not intended for production use. We may change, suspend, or discontinue Beta Features  at any time without notice. Beta Features are provided “as-is,” without any warranties of any  kind, and may be incomplete or contain errors. We make no representations that Beta  Features will become generally available or that they will function in any particular manner. Your use of Beta Features is at your sole risk, and we disclaim all liability arising from or related to such use. You acknowledge and agree that your feedback regarding Beta Features may be used by us without restriction or compensation.

All rights not expressly granted in these Terms are reserved by Roots. Use of the Services is also subject to the restrictions and obligations set forth in Section 6 (Customer Data), including any limitations on use, data submission, and content rights.

2. REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES
(a) Accounts. To access certain features or areas of the Services, you may be required to create an account with us (an “Account”). We may offer different types of Accounts for
different categories of users. By registering for an Account, you agree to: (i) provide  accurate, current, and complete information; (ii) maintain and promptly update your
Account information as needed; (iii) keep your password secure and accept full  responsibility for all activity under your Account; and (iv) notify us immediately of any
actual or suspected unauthorized access or use of your Account. We reserve the right to  suspend or terminate your Account if we determine that any information provided is
inaccurate, false, misleading, or incomplete.

(b) Account Information and Notices. You are responsible for ensuring that your contact and payment information remains current and accurate. We may send notices to you
using the contact details associated with your Account, including email, phone, or  mailing address. You agree that such notices are effective even if you no longer maintain
access to the contact method used, unless you have provided us with updated information.

(c) Account Security. You are solely responsible for any activity that occurs under your Account, whether or not authorized by you. You agree not to share your password with
any third party and to take reasonable steps to protect the security of your Account. We  are not liable for any loss or damage resulting from your failure to secure your Account
credentials or to promptly notify us of unauthorized access. You may not assign or  transfer your Account to any other person or entity. We may suspend or terminate your
Account, refuse service, or remove content if we believe you have violated these Terms  or misused your Account.

 

(d) Communication Preferences. By creating an Account, you consent to receive  electronic communications from us, including emails, system messages, and notices
posted to the Services. These communications may include information related to your  Account, changes to the Services, billing matters, or other transactional updates, and
are part of your relationship with us. You agree that such electronic communications  satisfy any legal requirement that such communications be in writing.

3. PROHIBITED USES

Use of the Services is limited to the permitted uses expressly authorized by Us. The Services  shall not be used to:

(a) Copy, reproduce, distribute, publicly perform, publicly display, transmit, or create  derivative works based on the Services, except as expressly permitted in writing by Us;
(b) Sell, license, sublicense, rent, lease, assign, transfer, or otherwise commercially  exploit the Services or any component thereof without our express prior written consent;
(c) Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source  code or underlying structure of the Services, or any portion thereof, except as expressly permitted under applicable law.
(d) Harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights ofany other party (including but not limited to rights of publicity or other proprietary  rights);
(e) Engage in any unlawful, fraudulent, or deceptive activities;
(f) Misrepresent the source, identity, or content of information transmitted via the  Services;
(g) Use technology or other means to access unauthorized content or non-public spaces;
(h) Attempt to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware  or telecommunications equipment;
(i) Probe, scan, or test the vulnerability of the Services or any system or network; use any robot, spider, scraper or other automated means to access the Services for any purpose without our express written permission;
(j) Use the Services in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the Services could lead to death, personal injury, or physical or property damage;
(k) Modify the Services in any manner or form; use or develop any application that interacts with the Services or provides access to other users' content or information  without our written permission; or use modified versions of the Services, including to  obtain unauthorized access to the Services;
(l) Attempt to damage, disable, overburden, or impair our servers or networks;
(m)Attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to Roots, or any part of it, through hacking,  password mining or any other means, or interfere or attempt to interfere with the  proper working of or any activities conducted on the Services;
(n) Display the Services or profile data on any external display or monitor or in any public  setting without obtaining the prior consent of all participants. Furthermore, you may not display the Services or profile data on any external display or monitor or in any public setting in a manner that infringes on the intended use of the Services;
(o) Encourage the commission or encouragement of any illegal purpose, or in violation of any local, state, national, or international law, including laws governing criminal acts,
prohibited or controlled substances, intellectual property and other proprietary rights, data protection and privacy, and import or export control; or
(p) Violate these Terms in any manner;
4. PAYMENT TERMS.
(a) Free Services. We may, at our sole discretion, provide access to certain Services at no
charge (“Free Access”). Free Access is made available on an as-is basis and may be
modified, limited, suspended, or discontinued at any time without notice. Free Access
does not create any ongoing right to receive the Services without payment, and we
reserve the right to begin charging for any such Services at any time. To the fullest extent
permitted by law, we disclaim all warranties and liability arising from or related to your
use of the Services under Free Access.
(b) Payment Terms. For applicable Services, Customer will pay Roots a subscription fee
(the “Subscription Fee”) as set forth in an Order Form. The billing period for the Services
is from the first day to the last day of each calendar month and shall be payable within
thirty (30) days form receipt of invoice, or as otherwise stated in the Order Form. Unpaid
Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or
the maximum permitted by law, whichever is lower, plus all expenses of collection.
Customer shall be responsible for all taxes associated with Services other than U.S.
taxes based on Roots’ net income. If Customer believes that Roots has billed Customer
incorrectly, Customer must contact Roots no later than sixty (60) days after the closing
date on the first billing statement in which the error or problem appeared, to receive an
adjustment or credit. Inquiries should be directed to Roots’ customer support at
support@rootsai.com. All Subscription Fees are non-refundable. If you terminate an
Order Form before the end of its stated term, you will not be entitled to a prorated
refund of any prepaid Subscription Fees.
5. ACCESS TO THE SERVICES
We shall use commercially reasonable efforts to ensure the availability of the Services,
except that we shall not be liable for: (a) scheduled downtime; or (b) any unavailability
caused directly or indirectly by circumstances beyond our reasonable control, including
without limitation, (i) a force majeure event; (ii) Internet host, webhosting, cloud computing
platform, or public telecommunications network failures or delays, or denial of service
attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach of
these Terms by you.
6. AI-GENERATED OUTPUT
Certain features of the Services may incorporate outputs generated by artificial intelligence
systems, including but not limited to our proprietary models and third-party large language
models such as OpenAI’s ChatGPT (“AI Features”). These features may allow you to submit
documents, prompts, or other inputs and receive generated content in return (“AI Output”).
You acknowledge and agree that:
(a) AI-generated output is for informational purposes only and should not be relied upon as
professional advice (including legal, financial, or medical advice), nor should it be
treated as factually accurate or complete;
(b) You are solely responsible for evaluating any AI-generated output before relying on,
publishing, sharing, or otherwise using it;
(c) Roots does not guarantee the accuracy, appropriateness, reliability, or legality of any AIgenerated content and expressly disclaims all liability arising from your use or reliance
on such content;
(d) You agree not to use the AI Features to submit or generate content that is unlawful,
harmful, abusive, harassing, defamatory, obscene, deceptive, or otherwise
objectionable, or to use the Services to develop, promote, or distribute similar AI
technologies;
(e) Roots may monitor usage of the AI Features and may suspend or terminate access if we
believe you are misusing them or violating applicable laws or these Terms.
Use of the AI Features is subject to additional usage restrictions, security measures, and
data handling practices, which may be updated from time to time. AI Output may vary over
time due to updates or modifications to the underlying models or training data. We do not
guarantee consistent behavior or results across sessions or over time. By using these
features, you acknowledge that your input and the resulting output may be processed by
third-party AI providers, such as OpenAI, in accordance with their applicable terms and
privacy policies located at: https://openai.com/policies/row-terms-of-use/.
7. CUSTOMER DATA
In connection with your use of the Services, you may upload, transmit, or otherwise make
available to Us certain data, content, or materials, including but not limited to text, images,
datasets, files, configurations, or other inputs submitted via the API or other interfaces
("Customer Data"). You retain all right, title, and interest in and to your Customer Data,
subject to the limited license granted herein.
You hereby grant Us a non-exclusive, worldwide, royalty-free license to host, store, process,
transmit, and otherwise use Customer Data solely as necessary to provide, maintain,
support, and improve the Services, to prevent or address service or technical issues, or as
required by law. We do not use Customer Data for any purpose other than providing the
Services or as expressly permitted under these Terms or a separate agreement with you. You
represent and warrant that you have obtained all necessary rights, consents, and
permissions to submit Customer Data to the Services and to grant the license described
above, and that neither the Customer Data nor your use of the Services will violate any
applicable law or infringe the rights of any third party.
You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data
and for ensuring that your use of the Services complies with applicable data protection laws.
We disclaim all liability arising from Customer Data, including any claims by third parties
related to content uploaded or submitted through the Services.
We reserve the right to remove or disable access to any Customer Data that We reasonably
believe violates these Terms or applicable law, or pursuant to a lawful request from law
enforcement or a governmental authority.
8. PRIVACY POLICY
Your use of the Services is subject to the Roots Privacy Policy. Please review our Privacy
Policy which also governs the Services and informs Customers of our data collection
practices.
9. USER CONTENT AND AI OUTPUT OWNERSHIP
You retain all right, title, and interest in and to any content, documents, or data you upload,
submit, or transmit through the Services (“User Content”). By submitting User Content, you
grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, store,
reproduce, display, and process such User Content as necessary to provide and improve
the Services, including to generate AI Output.
As between you and us, and subject to your compliance with these Terms and applicable
law, you own the AI Output generated through your use of the Services, provided that such
output is based on your original User Content or prompts. This ownership does not extend
to content generated independently for others based on similar inputs.
You acknowledge and agree that we may use aggregated and anonymized data derived from
your use of the Services, including User Content and AI Output, for internal research,
development, analytics, and service improvement, provided such data cannot reasonably
be used to identify you or any individual. You are solely responsible for reviewing and
evaluating the AI Output, and you assume all risk associated with its use.
You represent and warrant that you have the necessary rights and permissions to upload the
User Content and to receive and use the AI Output in compliance with these Terms and all
applicable laws.
10.INTELLECTUAL PROPERTY
Except as expressly stated in these Terms, we and our licensors retain all right, title, and
interest in and to the Services, including all associated intellectual property rights. This
includes, without limitation, all content, software, APIs, documentation, designs, and
underlying technology provided or made available by us. The Services are protected by
copyright, trademark, trade secret, and other laws, and remain our exclusive property.
Your rights to access and use the Services are limited to the license expressly granted in
these Terms. The Services are licensed, not sold. You may not copy, modify, distribute,
display, perform, create derivative works of, or otherwise use the Services except as
expressly permitted under these Terms. No rights or licenses are granted to you by
implication or otherwise, except for those expressly set forth in these Terms.
If you submit to us any feedback, suggestions, or ideas about the Services (“Feedback”),
you agree that we may use, disclose, and exploit such Feedback without restriction or
compensation to you. You hereby assign to us all right, title, and interest in and to the
Feedback.
If the Services become, or in our reasonable opinion are likely to become, the subject of a
third-party claim that they infringe any intellectual property rights, we may, at our option and
expense, (a) procure for you the right to continue using the Services, (b) modify or replace
the Services to make them non-infringing, or (c) terminate your access to the affected
Services and refund any prepaid, unused fees. This section sets out your sole and exclusive
remedy, and our entire liability, with respect to any third-party IP infringement claim relating
to the Services.
We will have no responsibility under this section to the extent any claim arises from (i) your
use of the Services in violation of these Terms, (ii) any combination of the Services with thirdparty software, hardware, content, or data not provided by us, (iii) any modifications to the
Services by anyone other than us, (iv) any Customer Data or User Content you provide, or (v)
our compliance with your specifications or directions.
11. THIRD-PARTY SERVICES
The Services may incorporate, integrate with, or provide access to third-party services,
tools, data, or content, including but not limited to artificial intelligence technologies made
available by OpenAI and other providers (“Third-Party Services”). Your use of any ThirdParty Services is subject to the terms and policies of the applicable third-party provider, and
we are not responsible for the availability, accuracy, legality, or appropriateness of any
Third-Party Services. We do not endorse and are not liable for any content, products,
services, or information provided by third parties.
We may modify or suspend access to any Third-Party Services at any time without notice or
liability. You acknowledge and agree that (i) your use of Third-Party Services is at your sole
risk; (ii) we make no representations or warranties with respect to such Third-Party Services;
and (iii) we shall have no liability arising from or relating to your use of any Third-Party
Services, including any AI-generated content.
If you do not agree to be bound by the applicable terms of any Third-Party Service provider,
you must not access or use the relevant features of the Services that depend on such thirdparty offerings.
12. TERM; TERMINATION
The Services will be provided for the period specified in the applicable Order Form (the
“Initial Term”). Unless otherwise stated in the Order Form, the Initial Term will
automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless
either you or we provide written notice of non-renewal at least thirty (30) days prior to the
end of the then-current term. Each Renewal Term is subject to a price increase unless
expressly stated otherwise in the Order Form. An Order Form may be terminated: (a) by
either party upon thirty (30) days’ written notice to the other party; (b) by either party for a
material breach of these Terms by the other party, if such breach is curable and not cured
within thirty (30) days of written notice; or (c) immediately upon written notice if the other
party: (i) is adjudged insolvent or bankrupt; (ii) has a proceeding instituted against it that is
not dismissed within thirty (30) days, or initiates any proceeding under laws relating to
insolvency or reorganization; (iii) makes an assignment for the benefit of creditors; (iv) has a
receiver, liquidator, or trustee appointed over its property or assets; (v) liquidates, dissolves,
or ceases to operate its business; or (vi) is affected by a change in applicable law or
regulation that, in the terminating party’s reasonable opinion, makes continued
performance under these Terms illegal or subject to significant legal risk.
Upon termination or expiration of an Order Form for any reason: (A) all licenses granted to
you under these Terms will immediately terminate; (B) you must immediately stop accessing
and using the Services and return or delete any documentation or materials belonging to us
in your possession; (C) we will return or securely delete all Customer Data in our possession
and, upon request, certify such deletion in writing; (D) all fees and other amounts you owe
us will become immediately due and payable; and (E) any provisions of these Terms that by
their nature should survive termination (including payment obligations, confidentiality,
intellectual property, disclaimers, limitations of liability, and indemnification) will remain in
effect. All Subscription Fees are non-refundable. If you terminate an Order Form before the
end of its stated term, you will not be entitled to a prorated refund of any prepaid
Subscription Fees.
Prior to termination or expiration, you may request a copy of your Customer Data in a
commonly used format. We will make commercially reasonable efforts to make such data
available for download for a limited time (e.g., 30 days). After that period, we may delete
Customer Data in accordance with our standard data retention practices.
13.DMCA NOTICE AND TAKEDOWN POLICY
We respect intellectual property rights and expect our users to do the same. If you are a
copyright owner or an agent thereof, and you believe that any content hosted on any of the
Services infringes Your copyrights, then you may submit a notification by providing Roots’
Designated Copyright Agent with the following information in writing:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or if multiple
copyrighted works on the applicable Services are covered by a single notification, a
representative list of such works on the applicable Services;
(c) Identification of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit Us to locate the material; Information
reasonably sufficient to permit Us to contact the complaining party, such as an
address, telephone number, and, if available, an electronic mail address at which the
complaining party may be contacted;
(d) A statement that the complaining party has a good faith belief that use of the material
in the manner complained of is not authorized by the copyright owner, its agent, or the
law (for example, "I am under the good faith belief that the use of the copyrighted
content that is identified herein is not authorized by the copyright owner, its agent, or
the law."); and
(e) A statement that the information in the notification is accurate, and under penalty of
perjury, that the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed (for example, "I swear, under penalty of
perjury, that the information in this notification is accurate and that I am the copyright
owner or authorized to act on behalf of the copyright owner, of the copyright(s) that is
allegedly infringed by the aforementioned content."). Our Designated Copyright Agent
to receive notifications of claimed infringement can be reached as follows:
Roots Automation, Inc.
88 Pine Street, Suite 1800
New York, NY 10005
Attention: Copyright Claims
For clarity, only notices under this section should go to the Roots Designated Copyright
Agent. You acknowledge that if you fail to comply with all of the requirements of this
Section, your DMCA notice may not be valid. Please note that under Section 512(f) of the
U.S. Copyright Act, any person who knowingly materially misrepresents that material or
activity is infringing may be subject to liability.
14.WARRANTY DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY ROOTS, THE
SERVICES—INCLUDING, WITHOUT LIMITATION, ANY FREE ACCESS SERVICES—ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED. ROOTS DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ROOTS MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS
OR SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE
RELATING THERETO.
15.INDEMNITIES.
Except to the extent arising from our gross negligence or willful misconduct, You agree to
indemnify, defend, and hold harmless Roots, its affiliates, and their respective officers,
directors, employees, agents, licensors, and service providers, from and against any and all
claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable
attorneys’ fees) arising out of or related to: (a) your access to or use of the Services (including
any outputs or results generated by the Services); (b) any content or data, including
Customer Data, that you submit to or process through the Services; (c) your violation of
these Terms or any applicable law, rule, or regulation; or (d) your infringement or
misappropriation of any intellectual property or other rights of any third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of
any matter subject to indemnification by you. If we do so, you agree to cooperate fully with
us in the defense and resolution of such matter. This indemnification obligation survives any
termination or expiration of these Terms or your use of the Services.
16. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROOTS, ITS
AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, OR SERVICE PROVIDERS (COLLECTIVELY, “RELEASEES”) BE LIABLE TO YOU OR
TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE,
OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST
PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTER DAMAGE OR SYSTEM
FAILURE, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES,
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY
TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR
NOT ROOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF ROOTS AND ITS RELEASEES ARISING OUT
OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER
OF: (i) THE TOTAL AMOUNT YOU PAID TO ROOTS FOR THE SERVICES IN THE TWELVE (12)
MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (ii) ONE HUNDRED U.S.
DOLLARS ($100).
THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN YOU AND ROOTS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY SIMILAR LAW),
WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
17.CLASS ACTION WAIVER
Any arbitration or action under these Terms will take place on an individual basis; class
arbitrations and class/representative/collective actions are not permitted. THE PARTIES
AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS,
COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A
PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge
may not consolidate more than one person's claims and may not otherwise preside over any
form of a representative or class proceeding.
18.ERRORS, INACCURACIES AND OMISSIONS
The Services may occasionally contain typographical errors, inaccuracies, or omissions,
including with respect to product or service descriptions, pricing, promotions, offers,
charges, or availability. We reserve the right to correct any such errors, inaccuracies, or
omissions and to modify or update information or cancel transactions at any time without
prior notice, including after an order has been submitted.
We do not undertake any obligation to update, amend, or clarify information on the Services,
except as required by law. Any date of update or refresh displayed on the Services should
not be interpreted to mean that all information has been modified or is current.
WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES, OR ANY
CONTENT, INFORMATION, OR FEATURES MADE AVAILABLE THROUGH THE SERVICES, ARE
ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE EXPRESSLY RESERVE
THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS AND TO MAKE CHANGES TO THE
SERVICES AT ANY TIME WITHOUT NOTICE.
19.ENTIRE AGREEMENT
Unless otherwise specified herein, these Terms, and the applicable Order Form constitute
the entire agreement between Us with respect to the Services and it supersedes all prior or
contemporaneous communications and proposals, whether electronic, oral or written,
between Us.
20.CHANGES TO TERMS
We may update or modify these Terms at any time in our sole discretion. If we make material
changes, we will provide you with reasonable notice, which may be given by posting the
updated Terms on our website or through other communication channels. The updated
Terms will supersede all prior versions.
Your continued use of the Services after the effective date of any changes constitutes your
acceptance of the revised Terms. If you do not agree to the changes, you must stop using
the Services.
21. RELATIONSHIP BETWEEN THE PARTIES
The parties are independent contractors, and nothing in these Terms shall be construed to
create any partnership, joint venture, franchise, agency, fiduciary, or employment
relationship between you and us. Neither party has, and shall not represent that it has, any
authority to bind the other party or to assume or create any obligation, express or implied,
on behalf of the other party, nor shall either party make any representations or warranties
concerning the other party.
Each party is solely responsible for the direction and control of its own personnel, agents,
and subcontractors, including their employment, compensation, and discharge, and for all
acts and omissions of such persons. Neither party shall have, nor shall it represent that it
has, the power to control the day-to-day activities of the other party or its personnel.
Nothing in these Terms shall be interpreted to create any obligation or liability on the part of
one party for the debts, obligations, or conduct of the other party or its personnel.
22.SEVERABILITY
If any term, clause or provision of these Terms is held invalid or unenforceable, then that
term, clause or provision will be severable from these Terms and will not affect the validity
or enforceability of any remaining part of that term, clause or provision, or any other term,
clause or provision of these Terms.
23.FORCE MAJEURE
Neither party shall be liable for any delay or failure in performance under these Terms
(except for payment obligations) to the extent caused by circumstances beyond its
reasonable control, including but not limited to acts of God, natural disasters, war,
terrorism, civil unrest, acts of government, embargoes, labor disputes, power or internet
outages, failure of third-party hosting or cloud providers, or any other event that could not
reasonably have been anticipated or prevented (each, a “Force Majeure Event”).
The affected party shall promptly notify the other party in writing upon the occurrence of a
Force Majeure Event, stating the nature of the event, its anticipated duration, and the steps
being taken to mitigate its impact. The affected party shall use commercially reasonable
efforts to resume performance as soon as practicable.
If a Force Majeure Event continues for more than ninety (90) consecutive days, either party
may terminate these Terms by providing written notice to the other party. Termination under
this section shall not relieve Customer of its obligation to pay any outstanding Subscription
Fees for Services provided prior to the effective date of termination.
24.EXPORT CONTROLS
The Services originate in the United States and are subject to United States export laws and
regulations. The Services may not be exported or re-exported by Customer to certain
countries, or those persons or entities prohibited from receiving exports from the United
States. In addition, the Services may be subject to the import and export laws of other
countries. Customer agrees to comply with all United States and foreign laws related to use
of the Services.
25.OFAC REGULATIONS
The Services are subject to the trade laws and regulations of the United States and other
countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.)
and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31
CFR Part 500). Customer will not import, export, re-export, transfer or otherwise use the
Services in violation of these laws and regulations, including by engaging in any
unauthorized dealing involving (i) a U.S. embargoed country, (ii) a party included on any
restricted person list, such as the OFAC Specially Designated Nationals List, or the
Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development,
manufacture, or production of nuclear, missile, or chemical or biological weapons. By using
the Services, Customer represents and warrants that Customer is not located in any such
country or on any such list. Customer will not engage in activity that would cause Roots to
be violation of these laws and regulations, and will indemnify Roots for any fines, penalties
or other liabilities incurred by Roots for Customer’s failure to comply with this provision.
26.ARBITRATION
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach,
termination, enforcement, interpretation, or validity thereof, including the determination of
the scope or applicability of this arbitration clause, shall be resolved by final and binding
arbitration administered by the American Arbitration Association (“AAA”) in accordance
with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in
New York County, New York before a single arbitrator. The arbitrator shall be empowered to
award any relief that would be available in a court under law or in equity, and any such award
shall be final and enforceable in any court of competent jurisdiction. The arbitration
proceedings, including all filings, evidence, and the award, shall be confidential unless
otherwise required by law.
Each party shall bear its own costs and attorneys’ fees and shall equally share the
arbitrator’s fees and administrative costs of arbitration, unless the arbitrator determines
otherwise in accordance with applicable rules or law. Notwithstanding the foregoing, we
may seek injunctive or other equitable relief in any court of competent jurisdiction to protect
or enforce our intellectual property rights or confidential information. You and we agree that
any arbitration shall be conducted on an individual basis only, and not in a class, collective,
or representative action.
27.GOVERNING LAW.
These Terms shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflict of law principles. You and we agree to submit to the
exclusive jurisdiction of the state and federal courts located in New York County, New York,
for any dispute arising out of or relating to these Terms or their subject matter.
Notwithstanding the foregoing, we may seek injunctive or equitable relief in any jurisdiction
worldwide to protect or enforce our intellectual property rights.
28.MISCELLANEOUS.
You may not assign or transfer any of your rights or obligations under these Terms without
our prior written consent. Any attempt to do so without consent will be null and void. You
may not make any public announcement or issue any press release relating to the subject
matter of these Terms without the prior written consent of the other party. However, we may
use your name and logo as a factual reference to your status as a customer, including on
our website and in marketing materials, without your prior written consent. Any failure or
delay by a party to enforce any provision of these Terms will not be deemed a waiver of that
provision or any other provision. No waiver will be effective unless in writing and signed by
the party against whom the waiver is asserted. A waiver of any breach or default will not
constitute a waiver of any subsequent breach or default.

CONTACT US
If you have questions, comments, or concerns regarding these Terms & Conditions, please contact us and we will respond to your request within a reasonable timeframe. Please include the following information in your request (a) Your name; (b) Your contact information, including phone number and email address; and (c) The precise nature of your request, inquiry, or complaint. You may contact us at

Roots Automation, Inc.

88 Pine Street, Suite 1800

New York, NY 10005

 

By Email:

info@rootsautomation.com