1. Governing Agreement

As an End User of this Application and related Services, your use of all such Services is subject to a "Master Service Agreement" ("MSA") executed between Roam-AI LLC ("Roam-AI," "we," "us") and the Client, and also these Terms. As between you and Roam-AI: (i) if you are acting in your individual capacity (not as a Corporate Client employee, independent contractor, agent or representative), then these Terms govern (e.g., supersedes the MSA for the specific/subject term/issue); (ii) if you are acting as a Corporate Client employee, independent contractor, agent or representative, then the MSA governs (e.g., supersedes these Terms for the specific/subject term/issue). All financial obligations flow through the Corporate Client under the MSA regardless of your capacity.

2. Changes to the Terms of Service

We reserve the right to change the Terms, at any time, in any way, in our sole discretion. Any such changes will be effective immediately after we post such changes in the Terms. The revised Terms will apply to your access or use of our Services from the date of publication of the revised Terms, and you hereby waive any right you may otherwise have to be notified of, or to consent to, such revisions.

• If you do not agree to the revised Terms, you must immediately stop accessing or using our Application and all other Services. It is your responsibility to be aware of the Terms. You should therefore review the Terms prior to each access or use of the Services so that you understand the current Terms.
• If you have the Terms cached on Your browser, you understand that the Terms that apply to you are the most recent version appearing in a non-cached browser.

3. Changes to the Application and other Services

We reserve the right to change the Services, at any time, in any way, in our sole discretion, including eliminating, discontinuing or replacing any of the Services or ceasing to provide access to any of the Services.

• Any such changes will be effective immediately after we make such changes in the applicable part of the Services. We may, in our sole discretion, choose to notify all End Users of any such changes through a separate communication.
• We will not be liable to you for any update to or any modification, suspension, or discontinuation of the Services. Any future change or addition to the Services will be subject to the Terms.

4. Minimum Age of User

As an End User of our Services, you must be at least 18 years old or the age of majority established under the applicable U.S. state law ("Minimum Age"). If you are not of Minimum Age, then you are not permitted to use any of our Services.

5. End User Accounts, Duties and Obligations

To be eligible to use our Services as an End User, you must comply with the following requirements, and you also represent and warrant the following:

• You are an authorized employee, contractor, representative or agent of the Client and have been granted permission by the Client to access this Application and use the Services.
• You shall only provide accurate, true and updated information to us and within the Services at all times.
• You shall be responsible for maintaining the confidentiality of your login credentials (username and password). You shall not share your credentials with any other person.
• You are fully responsible for all activities that occur under your account, including any failure to keep your username and password confidential and accurate, and you may be held liable for any losses arising out of such failure.
• You agree to notify your Client's administrator immediately of any unauthorized use of your account.
• You are not restricted from the Services, and are not otherwise prohibited from having an account with us under the laws of the United States or any other applicable jurisdiction.
• You have the full power and authority to enter into this agreement, known as the Terms, and doing so will not violate any other agreement to which you are a party.
• You shall not violate Roam-AI's or any third party's rights, including without limitation intellectual property and all other proprietary rights.
• You are not and you do not work for (in any capacity) a company that is a competitor of Roam-AI.
• You shall not use the Services for purposes of being in direct or indirect competition with us.
• You shall only use our Service for your own personal use (if applicable) or for the Client if you are using our Services on behalf of the Client.
• You shall maintain, for accessing/using the Services, only one account and shall not share your account with any other third parties.
• You shall provide at your own cost or the Client's cost all equipment, software, mobile access, and Internet access necessary to use the Services.

6. Acceptable Use

By accessing or using any or all of the Application and other related Services, you acknowledge and agree to:

• Log out of your account at the end of each session.
• Not permit others to use your account (even if the other is a co-worker or other contractor, agent or representative of Client).
• Not sell, trade, or transfer your account to another party.
• Not use any other person's account for any purpose whatsoever.
• Not use your account or username and password for or in connection with the impersonation of any person.
• Not use any illegal action to collect login data and/or passwords for other websites, third parties, software or services.
• Maintain control over your account and be responsible for all activities that occur under your account, including all statements made and acts or omissions that occur on your user account, and such responsibility and liability continues until you close down your account or prove (to our reasonable satisfaction, concluded in our sole discretion) that your account security was compromised due to no fault of your own.
• Maintain control over all of your devices that are used to access the Services, which means being solely responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Services, and all charges related thereto.
• Not upload, post, or transmit any data, content or information (including any comments, feedback or recommendations) that is unlawful, harmful, or infringes on any third-party rights.
• Not provide, submit, transmit or display any information which may be deemed as defamatory, malicious, unlawful, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of us, other End Users, or any other third party; or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit and written approval.
• Not upload, transmit, distribute or otherwise execute to or on the Service any malicious code, viruses, Trojan Horse, spyware, malware, time bomb, web bug, worms or any other malicious code, file or program.
• Not gain or attempt to gain unauthorized access to our systems, the Application, the Service or other End User or user accounts.
• Not use any robot, spider, scraper, or other automated device, program, script, algorithm, means or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor all or any portion of the Application or Services or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services or for any other purpose.
• Not reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Application.
• Not disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, the accounts of other Clients or End Users, or any other systems or networks connected to the Services by hacking, password mining, or other illegitimate or prohibited means.
• Not publish and/or make any use of the Services, including any content displayed on any website, media, network or system other than those provided by Roam-AI or its third-party service providers, and/or frame, "deep link," "page scrape," mirror and/or create a browser or border environment around any of the Services, except as expressly permitted by Roam-AI in advance and in writing.
• Not sell, license or exploit for any direct or indirect commercial purposes any use of or access to the Services.
• Not remove or alter any copyright, intellectual property or any other proprietary notices, watermarks, restrictions and signs indicated our or our licensors' proprietary rights contained in or accompanying the Application or any of our other Services.
• Immediately notify Client and us at info@roam-ai.io if you become aware, or become reasonably suspicious, of any possible unauthorized use of your account or any possible breach of security of the Services, including loss, theft, or unauthorized disclosure of your username, password or email address; and
• Comply with all applicable laws and the Terms in connection with your access to or use of the Services.

7. Intellectual Property

• Our Intellectual Property: All rights, title, and interest in and to the Application and related Services, including all related software, technology, graphics, user interface, content, information, materials and other components, all Roam-AI trademarks and all other intellectual property and proprietary rights of all such property (collectively, "Roam-AI Property"), are and will remain the exclusive property of Roam-AI LLC and its licensors. We reserve the right, in our sole discretion, to edit or delete, in any way, any Roam-AI Property appearing, available or accessible through the Services or any of our website or mobile applications or platforms, as applicable. Notwithstanding anything to the contrary, all references to "Roam-AI Property" in these Terms include the Application and Services unless specifically stated otherwise.
• Client Data: As between Roam-AI and Client, the Client retains all right, title, and interest in and to the data provided by the Client for processing by the Application ("Client Data"). Your use of Client Data is governed by your Client's policies.
• Feedback: If you provide any suggestions, responses or feedback or complete any of our surveys or questionnaires (if any) (collectively, "Feedback") to Roam-AI regarding the Application or Services, all such Feedback are exclusively owned (including all related intellectual property and any other proprietary rights) by Roam-AI and deemed to be part of the Roam-AI Property and without any obligation, acknowledgement or compensation to you. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.
• Third Party Content and Tools: We or third-party sources or service providers may make available through the Services information or links to other websites or resources about products or services, including advertising (if any) of such products or services and online tools or features (collectively, "Third Party Content and Tools").

8. License to Use the Application

Subject to your compliance with these Terms and, as applicable, the MSA, and only during the time period in which you are authorized by the Client to use the Application and related Services, Roam-AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Application and related Services solely for your Client's internal business purposes as intended by the scope and purpose of the MSA and the Application's functionality.

9. Copyright and Other Intellectual Property Infringement Claims

We have a policy of terminating the accounts of End Users or otherwise taking reasonable steps to prevent such End Users from posting materials or information that either infringe another party's intellectual property rights or otherwise violates these Terms. Accordingly, we reserve the right, in our sole discretion, to terminate or disable accounts for materially or repeatedly infringing our intellectual property rights or those of any third parties.

10. Termination

Your access to the Application and related Services, including your account: (a) may be suspended, restricted or terminated by your Client's administrator or by Roam-AI at any time, for any or no reason and with or without notice; and (b) will automatically terminate upon the termination or expiration of the MSA between Roam-AI and the Client.

11. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND RELATED SERVICES (AND ALL OTHER ROAM-AI PROPERTY) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

12. Limitation of Liability

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS BETWEEN YOU AS AN INDIVIDUAL AND ROAM-AI, OUR LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM OR RELATED TO THESE TERMS, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION INCLUDING NEGLIGENCE, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

13. Force Majeure

Under no circumstances will Roam-AI (including any of its third-party service providers) be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, third-party acts or omissions, or causes beyond its reasonable control, including Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, pandemics, epidemics or nonperformance of third parties.

14. Release

You hereby release and forever discharge us (and our officers, employees, independent contractors, agents, representatives, affiliates, successors, and assigns) from any claims arising from: (a) other users' conduct or content; (b) third-party integrations or services (including Third Party Content and Tools); (c) your violation of these Terms; and (d) any suspension or termination of your access in accordance with these Terms.

15. Indemnification

You will, and hereby do, indemnify, defend, and hold harmless Roam-AI and our current and former managers, officers, directors, employees, independent contractors, agents, representatives and affiliates from and against any and all liabilities, claims, (including third-party claims), damages, losses, costs (including reasonable attorneys' fees), arising directly or indirectly from: (i) your violation of the Terms or the MSA; (ii) your access to or use of the Services or any other Roam-AI Property; (iii) your violation of the rights of any third party; or (iv) your actual or alleged infringement of any third party proprietary or intellectual property right arising out of the duplication, sale, distribution, or use of the Services or any other Roam-AI Property.

16. Notice Requirement and Informal Dispute Resolution

Before filing a claim against ROAM-AI, you agree to try to resolve the dispute informally by sending to info@roam-ai.io a written "Notice of Dispute" ("Notice") describing the nature and basis of your claim or dispute, your phone number, email and formal mailing address, and the requested relief. After the Notice is received, we will try to resolve the dispute informally by contacting you through email or telephone. If a dispute is not resolved within 45 days after our receipt of your Notice, then you or we may bring a formal proceeding as permitted below.

17. Formal Dispute Resolution

The following shall govern all claims by you, as an individual (and not in the capacity of a Client employee, independent contractor, agent or representative) against Roam-AI relating to or in connection with the Terms and Services (including any other Roam-AI Property), and any transaction between you and Roam-AI.

• Governing Law: The Terms and the resolution of all disputes hereunder shall be governed, construed, and enforced in accordance with the laws of the United States and the State of Oklahoma, without giving effect to conflicts of law principles.
• Arbitration: Certain claims must be resolved through arbitration, as set forth in the section below pertaining to arbitration ("Arbitration Section").
• Jurisdiction and Venue: Any litigation not required to be resolved through arbitration will be brought in the state or federal courts located in the city of Oklahoma City, Oklahoma and when applicable, county of Oklahoma City, Oklahoma, and you hereby consent and submit to such jurisdiction and venue, and waive any jurisdictional, venues and inconvenient forum objections to such courts.
• Waiver of Jury Trial: In the event any litigation should arise between you and Roam-AI in any state or federal court to resolve a claim or dispute or to vacate or enforce an arbitration award or otherwise, YOU AND ROAM-AI WAIVE ALL RIGHTS TO A JURY TRIAL. Instead, you and Roam-AI elect that the dispute be resolved by a judge.
• Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED (WHICHEVER APPLICABLE) ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE END USER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER END USER OR USER.

18. Arbitration

Please read this Arbitration Section carefully. It is part of your agreement with Roam-AI under these Terms and affects your rights.

• Applicability of Arbitration: All claims and disputes (except for those specified in Section 17, entitled "Formal Dispute Resolution") in connection with the Terms or the use of any product or service provided by Roam-AI that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under this Section 18.
• Arbitration Rules: Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section.

19. Time Limits

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

20. Miscellaneous

The Services and the related Roam-AI Property are directed solely to individuals serving in the capacity of an employee, independent contractor, agent or representative of a corporate client of Roam-AI and who is based and conducting business in the United States. We make no representation that our Services are lawful, appropriate or available for use in any jurisdiction outside of the United States.

21. Customer Support and Communications

To find more information about the Application and related Services, contact the Client Administrator in your organization, or if you need assistance with the Application or your account, contact us directly at info@roam-ai.io.

22. Contact Us

For any questions about these Terms, please contact us, Roam-AI LLC, at: