Terms of Service

This Roof Ai Terms of Service (the "Terms of Service") is a Terms of Service between the person visiting, browsing, accessing, downloading, installing or otherwise using (the term "use" will refer to any of the foregoing and the term "using" will have a corresponding meaning) the Solutions (as defined below) (such person, the "Client") and 9289232 Canada Inc. ("Roof Ai") (together the "Parties" and each, a "Party"), and is entered the date the Client execute the Roof Ai Contract through the Website (the "Start Date").

BY USING ANY ELEMENT OF THE SOLUTIONS, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14.10. IF CLIENT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS TERMS OF USE, CLIENT WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SOLUTIONs, INCLUDING USE OF ANY PART THEREOF. CLIENT REPRESENTS AND WARRANTS TO ROOF AI THAT CLIENT HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING TERMS OF SERVICE. IF CLIENT IS USING THE SOLUTIONS ON BEHALF OF ANOTHER PERSON, CLIENT HEREBY REPRESENTS AND WARRANTS TO ROOF AI THAT CLIENT HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS TERMS OF SERVICE.

  1. Definitions

    1. "Active User Conversation" means an exchange of any number of sent or received Messages between an individual Business System and a Chat Participant in a month.
    2. "Business" means either the Client or Customer, as the case may be.
    3. "Business System" means any of the following: (i) Client Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third Party Business Applications.
    4. "Chat Participant" means a unique person, a Client or a User who transmits Messages to, receives Messages from, or otherwise communicates with through the Messaging Services.
    5. "Confidential Information" means any confidential information, including technical and or proprietary information, which is disclosed by Roof Ai or Client during the Term of this Terms of Service, whether oral, written, graphic or electronic form, including but not limited to the information related to clients, sales, costs and other unpublished financial information, projections or forecasts or market assessments, technical processes, formulae, drawings, data, database(s), and other intellectual property and intellectual property rights such as copyright, trademark, patent, pending patent or industrial design applications. Confidential Information shall not, however, include any information which the recipient can establish: (i) was or has become generally known or available or a part of the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient's prior written documentation; (iii) was received by the recipient from a source other than the disclosure, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where such independent development has been documented by the recipient.
    6. "Customer" means Client's customers or any potential customer using the Messaging Service.
    7. "Chatbot" means the computer program used in the Messaging Services which conduct a conversation via auditory or textual methods designed to convincingly simulate how a human would behave as a conversational partner.
    8. "Client Application" means any software application or website developed by Client using or integrating with the Solutions or APIs under the license terms of this Terms of Service.
    9. "Configuration" means the initial and ongoing implementation, configuration and development of the Solutions by Roof Ai for Client.
    10. "Client Data" means any data, content, text, images, photographs, videos, sound recordings, designs and information provided by Client.
    11. "Custom-Integrated Business Applications" means any business software applications used by Client to interoperate with the Dashboard through the Roof Ai API, where such software has been integrated with the Roof Ai API by Client, but which software, for greater certainty, excludes Pre-Integrated Third Party Business Applications and Client Application(s).
    12. "Customization" means any customization of the Solutions, including but not limited to design and programming, requested by Client as set out in the Roof Ai Contract.
    13. "Customization Fees" means the fees payable by Client for Customizations as set out in the Roof Ai Contract.
    14. "Dashboard" means the software, hardware, and systems used by Roof Ai to host and make the Services available for Client's use, including the Website, and any Customization thereto.
    15. "Fees" means collectively, the One-Time Fees, the Subscription Fees, the Service Fees and Customization Fees.
    16. "Messages" means communications sent or received by Roof Ai and the Chat Participants using any component of the Solutions.
    17. "Messaging Channels" means either (i) web, iOS, Android or other messaging channel, (ii) SMS or email that is integrated with the Solutions, or (iii) a Third Party Messaging Platform that is integrated with the Solutions.
    18. "Modifications" means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium, and "Modify" has a corresponding meaning.
    19. "One-Time Fees" means the one-time fees payable by Client for specified Solutions including set-up fees as set out in the Roof Ai Contract.
    20. "Personal Information" means any and all Client Data that can be used to uniquely identify a natural person.
    21. "Pre-Integrated Third Party Business Applications" means third party business software used by Client to interoperate with the Product, where such software is already integrated with the Product and is made available to Client on the Website, e.g. Zendesk, Slack, etc.
    22. "Products" means the Dashboard, Messaging Service or Chatbots and proprietary applications developed by Roof Ai as set out in the Roof Ai Contract that are licensed by Client and incorporated into the Client messaging platform websites, mobile applications, or phone numbers and includes, but without limiting, Roof Ai's proprietary artificial intelligence solutions or Chatbots and additional features, all Customizations, revisions, fixes, upgrades and enhancements. Roof Ai may add to or amend the availability of any Products with prior written notice to Client.
    23. "Roof Ai API" means the application programming interface, sample source code, tools, webhooks, instructions, documentation, other materials, and any Modifications thereto, made available by Roof Ai to Client to assist Client in developing its Client Application that interoperates with the Dashboard.
    24. "Roof Ai Contract" means the contract between Roof Ai and Client which sets forth the SOW for the Solutions to be performed by Roof Ai in accordance with the terms of the Terms of Use.
    25. "Roof Ai Data" means any data, content, text, images, photographs, videos, sound recordings, designs and information generated by the Solutions pursuant to Terms of Use, excluding any Personal Information.
    26. "Roof Ai Property" is as defined in section 4.
    27. "Services" means the creative and marketing services selected by Client in the Roof Ai Contract, including but without limiting branding, copywriting, content enhancements, design, programming, online marketing, search engine optimization, and related business services.
    28. "Service Fees" means the fees payable by Client to Roof Ai for the performance of the Solutions as set out in the Roof Ai Contract
    29. "Solutions" means the Products, the Services, the Customization, the Configuration, the Website and any Modifications thereto.
    30. "Subscription Fees" means the ongoing monthly fees payable by Client for use of the Solutions, including hosting fees and subdomain fees, as specified in the Roof Ai Contract.
    31. "Terms of Use" means the Roof Ai Contract, this Terms of Service, the Privacy Policy and the Solution License Agreement, as such agreements maybe be in effect and modified by Roof Ai from time to time.
    32. "Third Party Messaging Platforms" means any third-party platform that may be used by Chat Participants to transmit and receive messages with a Business, including but not limited to Facebook Messenger, WeChat, LINE, Telegram, Viber, and other platforms that Roof Ai may support in the future.
    33. "User" means either the Client or individuals who are an employee, representative or contractor of Client, as the case may be.
    34. "User Account" is defined in section 7(a).
    35. "Website" means any websites used by Roof Ai to provide the Solutions, including the website located at www.roof.ai, blog.roof.ai and app.roof.ai.
  2. Dashboard

    1. Provisioning of the Dashboard. Subject to Client's compliance with the terms and conditions of this Terms of Service and the other Terms of Use, Roof Ai will make the Dashboard available to Client on the terms and conditions set out in this Terms of Service, provided that: (i) Client is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications; and (ii) has taken all steps as necessary to enable interoperability between the Dashboard and all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications, including acquiring the necessary approvals and API keys, whether directly or via Costumers, to access these messaging channels as a business.
  3. Trademark License

    1. During the Term, Client hereby grants to Roof Ai a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free license to use Client's trademarks and logos made available to Roof Ai by Client as part of this Terms of Service, solely in connection with the marketing, advertising, and promotion of the Solutions, the Website; and only in accordance with Client's reasonable trademark usage guidelines, as updated by Client from time to time. Client may require Roof Ai to cease using Client's trademarks and logos if, in the reasonable opinion of Client, the continued display of Client's trademarks and logos would cause a materially adverse effect on Client's image and the goodwill associated therewith.
    2. During the Term, Roof Ai grants to Client a limited, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free license to use Roof Ai's trademarks and logos made available to Messages by Roof Ai as part of this Terms of Service, solely in connection with the marketing, advertising, and promotion of the Solutions, and only in accordance with Roof Ai's reasonable trademark usage guidelines, as updated by Roof Ai from time to time. Roof Ai may require Client to cease using the Roof Ai's trademarks and logos if, in the reasonable opinion of Roof Ai, the continued display of the Roof Ai's trademarks and logos would cause a materially adverse effect on Roof Ai's image and the goodwill associated therewith.
  4. Reservation of Rights

    1. Roof Ai expressly reserves all rights, title, and interest in, and Client will not acquire any right, title or interest in: (i) the Solutions (or any part thereof) and any other materials or content provided by Roof Ai under this Terms of Service, including any and all Modifications to any of the foregoing; (ii) the Roof Ai Data and (iii) all intellectual property rights in any of the foregoing (clauses [i] and [ii] are collectively, the "Roof Ai Property"), in each case, subject to the license rights expressly granted under Section 2. All right, title and interest in the Roof Ai Property will remain with Roof Ai (or Roof Ai's third party suppliers, as applicable). For greater certainty, the Roof Ai Property is licensed and not "sold" to Client.
  5. Roof Ai's Right to Use Client Data

    1. Client acknowledges and agrees that Roof Ai may store, use, reproduce, Modify, and transfer to its subcontractors, Client Data, solely in connection with delivering the Services under this Terms of Service. Client further acknowledges and agrees that Roof Ai may store, use, reproduce, Modify, and transfer Client Data, EXCLUDING ANY PERSONAL INFORMATION, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Client agrees to cause any User, Costumer, and Chat Participant to agree to the same terms as this Section 5.
  6. Privacy

    1. Client understands that Personal Information, including of Users, Costumer and Chat Participants, will be treated in accordance with Roof Ai's privacy policy (the "Privacy Policy"). The Privacy Policy is hereby incorporated by reference and forms part of this Terms of Service.
  7. Client User Account; Use Restrictions

    1. Client User Account. Upon Client's request, Roof Ai will issue one or more administrator accounts (the "Administrator Accounts") to Client that provides Client with the capability to create user accounts (each, a "Client User Account") for use by Users that Client wishes to have access to and use of the Dashboard. Client will ensure that Users only use the Dashboard through their Client User Account. Client will not share the Administrator Accounts with any other person and will not allow Users to share their Client User Account with any other person. Client will promptly notify Roof Ai of any actual or suspected unauthorized use of the Dashboard. Roof Ai reserves the right to suspend, deactivate, or replace any Client User Account or Administrator Accounts if it determines that the Client User Account or Administrator Account, as applicable, may have been used for an unauthorized purpose.
    2. Use Restrictions. Client acknowledges and agrees that it is responsible for the activities and communications of all Users and Chat Participants on the Dashboard, and the compliance by all Users, Costumers and Chat Participants with this Terms of Service and the other Terms of Use, and any guidelines and policies published by Roof Ai from time to time. Without limiting the generality of any of the foregoing, Client will not, and will not permit any other person (including any Users, Costumers or Chat Participants) to:
      1. use the Dashboard to send, upload, collect, transmit, store, use, disclose or process, or ask Roof Ai to obtain from third parties or perform any of the above with respect to, any Client Data:
        1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
        2. that Client or the applicable User, Costumer or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;
        3. that is false, intentionally misleading, or impersonates any other person;
        4. that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
        5. that is harmful to minors in any way or targeted at persons under the age of 13;
        6. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
        7. that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
      2. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Dashboard (e.g., a denial of service attack);
      3. attempt to gain unauthorized access to the Dashboard;
      4. use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Solutions or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Terms of Service;
      5. use the Solutions for the purpose of building a similar or competitive product or service; or
      6. use the Solutions other than as permitted by this Terms of Service or the other Terms of Use;
    3. Fair Use Policy. The Solutions is intended to facilitate communications between Chat Participants and a Business in the context of marketing, selling and supporting the Business's products and services
  8. Support Policy

    1. Client will generally have access to Roof Ai's technical support from 10:00 am to 5:00 pm ET on weekdays through email at hi@roof.ai, or through the website using our chat widget (the "Support").
  9. Fees and Payment

    1. Client must pay Roof Ai the Fees as set out in Roof Ai Contract, exclusive of any applicable taxes, for the Solutions, for the Term of this Terms of Service. Client must pay the One-Time Fees upon confirmation and acceptance of the Roof Ai Contract, the Subscription Fees one month in advance upon receipt of an invoice from Roof Ai and the Service Fees and Customization Fees upon receipt of an invoice from Roof Ai in connection with said Customization. All payments must be made in U.S. currency except where Roof Ai specifies payment may be made in another currency.
    2. Roof Ai shall charge and invoice Client the applicable Fees, in advance, by credit card, on the Start Date and on every monthly anniversary thereafter; Subject to section 9.3 below, payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Client.
    3. Disputed Invoices or Charges. If Client in good faith disputes any portion of a Roof Ai invoice or charge, Client may provide a dispute notice to Roof Ai with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Client does not report or does not provide such substantiating documentation within that period, Client shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Client shall pay all undisputed amounts of that invoice in accordance with section 9 (b) above.
    4. Late Payment. Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section 9 entitle Roof Ai to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Roof Ai shall assess and Client shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section [c] above). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay.
    5. Roof Ai may require Client to make a deposit for the Fees ("Deposit"), which Deposit shall be held by Roof Ai as security for the Fees and will be debited by Roof Ai as payment of any outstanding invoice in Roof Ai's sole discretion. In the event that the Roof Ai Contract provides for installment payments of the Fees, Roof Ai may accelerate such installment payments in the event Client fails to make payment of any Fees as they become due.
    6. Certain Taxes. The Fees set out in this Terms of Service do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Client will pay, indemnify and hold harmless Roof Ai from same, other than taxes based on the net income or profits of Roof Ai.
    7. Client must pay Roof Ai any additional fees for any data integrations, updates, enhancements or integrations to the Solutions accepted by Client upon receipt of an invoice from Roof Ai for the Term of this Terms of Service.
    8. Roof Ai may review the Fees and all other fees or charges on an annual basis and may increase such fees at any time in Roof Ai's sole discretion upon sixty (60) days written notice to Client.
  10. Confidential Information

    1. Definitions. For purposes of this Terms of Service and other Terms of Use, a Party receiving Confidential Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser".
    2. Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a "need to know" and that have entered into written Terms of Services no less protective of such Confidential Information than this Terms of Service, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Terms of Service; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 10 if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
    3. Each Party acknowledges that any breach of the provisions of this section could cause irreparable harm and significant injury to the other Party that may be difficult to ascertain. Accordingly, each Party agrees that the other Party will have the right to seek and obtain immediate injunctive relief to enforce such Party's obligations under this Terms of Service in addition to any other rights and remedies the other Party may have.
    4. Exceptions to Confidentiality. Notwithstanding Section 10(b), Recipient may disclose Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to Roof Ai's business; or (iii) in the case of Roof Ai, to potential assignees, acquirers or successors of Roof Ai if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Roof Ai.
  11. Representations, Warranties, Limitation of Liability and Indemnification

    1. Roof Ai warrants that:
      1. it owns the Solutions and has the power and capacity to enter into this Terms of Service and to observe, perform, and comply with the terms of this Terms of Service;
      2. Terms of Service has been duly authorized by an officer, director or employee of Roof Ai;
      3. Terms of Service is a legally valid and binding obligation on Roof Ai;
      4. delivery and performance of the Terms of Service does not conflict with any agreement, understanding or document to which Roof Ai is a party;
      5. that the Solutions will be performed in a professional manner in accordance with generally accepted industry standards;
      6. to the best of Roof Ai's knowledge, the Solutions do not infringe on the intellectual property of any third party;
      7. to the best of Roof Ai's knowledge, the Solutions do not contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information and in the event that any such viruses or actions are discovered, Roof Ai will use commercially reasonable best efforts to assist Client to address any such the issues.
    2. Client warrants that:
      1. it has the power and capacity to enter into this Terms of Service and to observe, perform, and comply with the terms of this Terms of Service;
      2. the Terms of Service has been duly authorized and executed by an officer, director or employee of Client;
      3. the Terms of Service is a legally valid and binding obligation on Client; and
      4. execution, delivery and performance of the Terms of Service does not conflict with any agreement, understanding or document to which Client is a party.
    3. With the exception of Section 11 above, Client acknowledges and agrees that the Solutions are provided "as is" by Roof Ai without any further warranties or representations, express or implied, with respect to the availability, operation, usability or functionality of the Solutions; that the operation of the Roof Ai server will be uninterrupted, timely, secure or error-free; that the Products, Services and or Customizations will be error or virus free; and Roof Ai expressly disclaims any warranty of merchantability or fitness for a particular purpose of the Solutions for a course of dealing, usage or trade practice. Client further understands and acknowledges that Solutions enhancements may be made by Roof Ai on a periodic basis, in Roof Ai's sole and absolute discretion and without obligation and Client will only have access to the most recent versions of the Solutions at their request.
    4. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EXTRA-CONTRACTUAL RESPONSIBILITY, STRICT LIABILITY OR OTHERWISE, SHALL ROOF AI BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING FROM CLIENT'S USE OR MISUSE OF THE SOLUTIONS, EVEN IF ROOF AI KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ROOF AI SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE TO CLIENT DATA. Roof Ai SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. WITH RESPECT TO THE INDEMNIFICATION SET OUT IN SECTION 9.5, IN NO EVENT SHALL ROOF AI BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY AMOUNT CLIENT HAS PAID TO Roof Ai, IF ANY, DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME CLIENT'S CAUSE OF ACTION AROSE. The remedies set forth in this section shall be exclusive remedies with respect to any infringement claim hereunder.
    5. THIRD PARTY MESSAGING PLATFORMS, CLIENT APPLICATION, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS DISCLAIMER. CLIENT ACKNOWLEDGES THAT ROOF AI'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS TERMS OF SERVICE IS DEPENDENT ON: (I) CLIENT HAVING TAKEN ALL STEPS NECESSARY TO ENABLE THE AVAILABLE INTEROPERABILITY BETWEEN THE DASHBOARD AND ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, CLIENT APPLICATION, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS (THROUGH USE OF THE ROOF AI API); AND (II) ACCESS TO SERVICES, SOFTWARE OR SYSTEMS OF THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS OF ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS) AND DATA STORED OR MAINTAINED THEREON (COLLECTIVELY, THE "EXTERNAL DEPENDENCIES"). ROOF AI IS NOT RESPONSIBLE FOR ANY EXTERNAL DEPENDENCIES AND WILL HAVE NO LIABILITY IN RESPECT OF ANY INTERFERENCE WITH CLIENT'S USE OR ANY USER'S USE OF OR ACCESS TO THE SOLUTIONS OR SECURITY OR PRIVACY BREACHES ARISING FROM OR ATTRIBUTABLE TO ANY EXTERNAL DEPENDENCIES, AND CLIENT WAIVES ANY AND ALL CLAIMS AGAINST ROOF AI IN CONNECTION THEREWITH.
    6. Roof Ai agrees to indemnify, defend, and hold harmless Client from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorney's fees and related court costs and expenses) incurred or suffered by Client which directly relate to or directly arise out of the violation or infringement of any third party intellectual property rights by Client's authorized use of the Solutions. The foregoing provisions of this Section shall not be applicable, with respect or related to, or in connection with: (i) Client Data; or (ii) unauthorized or negligent use and or alteration of the Solutions. To obtain indemnification, Client shall: (i) give written notice of any claim promptly to Roof Ai; (ii) give Roof Ai, at its option, sole control of the defense and settlement of such claim, provided that Roof Ai may not, without the prior consent of Client (not to be unreasonably withheld), settle any claim unless it unconditionally releases Client of all liability; (iii) provide to Roof Ai all available information and assistance; and (iv) not take any action that might compromise or settle such claim.
    7. If the Solutions should become or may be likely to become, in Roof Ai's sole opinion, the subject of a claim for infringement of an intellectual property right then Roof Ai may, at its sole option and expense:
      1. procure for Client the right to use and access the infringing or potentially infringing item(s) of the Solutions free of any liability for infringement; or
      2. replace, remove or modify the infringing or potentially infringing item(s) of the Solutions provided the functionality of the Solutions is maintained;
      3. however, if in Roof Ai's sole opinion, Section 9.6.1 or 9.6.2 is not reasonably available, Roof Ai may terminate this Terms of Service and Client will receive a refund of the unused Fees less a reasonable administration fee.
    8. Nothing in this Terms of Service will serve to obligate Roof Ai to commence or maintain any legal proceedings against a third party for infringement of any proprietary rights of Roof Ai or rights of Client under this Terms of Service. With prior agreement with Roof Ai, Client may, at its expense, commence legal proceedings in its own name for the infringement of the right of Roof Ai in and to the Solutions or any of the rights of Client under this Terms of Service.
    9. Client assumes full responsibility for complying with applicable law relating to Client's collection, use and disclosure of personal or other information obtained or accessed by Client from any third party via or in connection with any Solution or feature thereof, whether or not such personal or other information constitutes Client Data (which may be subject to additional limitations pursuant to Section 9). Client shall not collect and use any third party email addresses or other information, including to send commercial electronic messages, which may be collected through the Website or other Solutions, except in accordance with applicable law. Client agrees to indemnify, defend, and hold harmless Roof Ai from any and all claims, losses, damages, costs, and reasonable attorney fees, resulting from any actual or alleged violation by Client, or any of Client's agent, representative, employee, affiliate, franchisee, or other person under Client's control or direction, of any applicable law in relation to such collection, use, and disclosure of such information, including but not limited to the United States CAN-SPAM Act, Canadian Anti-Spam Legislation, or any other applicable law or legislation relating to the sending of electronic messages, collection and use of electronic data, or data privacy.
  12. Term and Termination

    1. Term. This Terms of Service will commence on the Start Date and continue to be in effect until your subscription has been terminated in accordance with the terms Client agreed to on the Roof Ai Contract at time of signup in the Contract (the "Term"). For greater certainty, if Client has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the Roof Ai Contract.
    2. Termination For Convenience. Either Party may elect to terminate this Terms of Service and your subscription to Roof Ai services as of the end of your then current Term by providing notice, on or prior to the date thirty (30) days preceding the end of such Term. For clarity, per section 13.1, unless this Terms of Service and your subscription is so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.
    3. Refunds and Termination Charges. No refunds or credits for Fees will be provided if you elect to terminate this Terms of Service prior to the end of your Term. If you terminate this Terms of Service prior to the end of your Term, or Roof Ai effects such termination pursuant to Section 13.4, in addition to other amounts you may owe Roof Ai, you must immediately pay any then unpaid Fees associated with the remainder of your Term.
    4. Termination for Cause. A Party may terminate this Terms of Service for cause (a) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Terms of Service is terminated by you in accordance with this section, Roof Ai will, to the extent permitted by applicable law, refund you any prepaid fees covering the remainder of the Term after the effective date of termination. If this Terms of Service is terminated by Roof Ai in accordance with this section, you will pay any unpaid fees covering the remainder of the Term. In no event will termination relieve you of your obligation to pay any fees payable to Roof Ai for the period prior to the effective date of termination.
    5. Except if this Terms of Service is terminated under 11.7, all fees paid are non-refundable. Client must return all materials related to the Solutions to Roof Ai and must certify that no copies of the Solutions have been retained.
  13. General Provisions

    1. Grant of Security by Client - As security for the performance and observance of all obligations, terms and conditions on the part of the Client to be performed or observed hereunder, including the payment of any monies by the Client to Roof Ai, the Client hereby grants in favour or Roof Ai a lien, charge and security interest over its Client Data, which may be registered by Roof Ai in all applicable registries capable of recording security interests in its sole and absolute discretion. Client hereby (i) acknowledges receiving a copy of this Terms of Service and the Terns of Service; and (ii) waives all rights to receive from Roof Ai a copy of any financing statement, financing change statement or verification statement filed at any time or from time to time in respect of the security interest granted under this Agreement.
    2. Construction. Except as otherwise provided in this Terms of Service, the Parties rights and remedies under this Terms of Service are cumulative. The term "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The terms "consent" or "discretion", when used in respect of Roof Ai in this Terms of Service means the right of Roof Ai to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Client.
    3. Client acknowledges, agrees that, and authorizes Roof Ai to issue any publicly disseminated statement using the Client's as a customer or provider without requiring further prior written consent, and further consents and authorizes Roof Ai to mention Client by name during investor-related communications and list Client's name and logo alongside Roof Ai's other clients on the Roof Ai website and in marketing materials, unless and until Client revokes such permission in writing.
    4. Governing Law and Jurisdiction - This Terms of Service and the other Terms of Use, shall be governed by and interpreted in accordance with the laws of the Province of Quebec, Canada. In the event of any controversy or claim arising out of or relating to this Terms of Service, or the breach or interpretation thereof, the Parties agree to submit to the exclusive jurisdiction of and venue in the courts of the Province of Quebec, in the judicial district of Montreal. Each Party hereby waives all defenses of lack of personal jurisdiction and forum nonconveniens in connection with any action brought in the foregoing courts. If Roof Ai prevails in any action or proceeding (including for collection) under this Terms of Service, then Roof Ai shall be entitled to recover from Client, in addition to all other relief, its reasonable attorneys' and other experts' fees and expenses incurred with respect to such action or proceeding.
    5. Force Majeure - Neither Party will be liable for any failure or delay in its performance under this Terms of Service due to any cause beyond its reasonable control, including without limitation, acts of war, acts of God, earthquake, flood, weather conditions, embargo, riot, epidemic, acts of terrorism, sabotage, labor shortage or dispute, governmental act, failure of the Internet or other acts beyond such Party's reasonable control, provided that the delayed Party: (i) gives the other Party prompt notice of such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in performance.
    6. Entire Agreement - This Terms of Service, together with the other Terms of Use, sets forth the entire agreement and understanding between Client and Roof Ai relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between Client and Roof Ai, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though Roof Ai drafted the Terms of Use, Client represents that it had ample time to review and decide whether to agree to the Terms of Use. If an ambiguity or question of intent or interpretation of the Terms of Use arises, no presumption or burden of proof will arise favoring or disfavoring Client or Roof Ai because of the authorship of any provision of the Terms of Use.
    7. Time - Time is of the essence of this Terms of Service and the Terms of Use.
    8. Modification - Subject to the conditions set forth herein, Roof Ai may, in its sole discretion, change, modify, add to, supplement, delete or amend this Terms of Service and the other Terms of Use at any time by posting a revised version on the Website effective with or without prior notice. Roof Ai will provide reasonable advance notice of any amendment that includes a Significant Change. If the Significant Change includes an increase to Fees charged by Roof Ai, Roof Ai will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional fee change. Any revisions to the Terms of Use will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the "Effective Date").
    9. No Assignment - Client may not assign this Terms of Service or the Terms of Use or any of its rights, obligations, or benefits hereunder, by operation or law or otherwise, without Roof Ai's prior written consent. Roof Ai may freely assign this Terms of Service or the other Terms of Use without Client's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Terms of Service and the Terms of Use will be binding on, inure to the benefit of and be enforceable against the Parties and their respective successors and permitted assigns.
    10. Waiver - No failure or delay on the part of either Party in exercising any right, power or remedy under this Terms of Service or the Terms of Use shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy, unless such Party issues an express written waiver, signed by a duly authorized representative of such Party.
    11. Severability - If and to the extent any provision of this Terms of Service or the other Terms of Use is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
    12. Survival - The following Sections, together with any other provision of this Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Terms of Service, will survive expiration or termination of this Terms of Service for any reason: Section 4 (Reservation of Rights), Section 5 (Roof Ai's Right to Use Client Data), Section 9 (Fees), Section 10 (Confidential Information), Section 11 (Representations, Warranties, Limitation of Liability and Indemnification and Section 14 [General Provisions].
    13. Notices - Any notice, document, waiver, statement, report or demand that either Party may desire or be required to give or deliver to the other will be in writing and conclusively deemed validly given or delivered to and received by the addressee, if delivered personally on the date of delivery, by email or fax or, if mailed on the fifth business day after mailing in North America by prepaid post addressed at address first noted above. Either Party may, from time to time, advise the other by notice in writing, by fax, or by email, of any change of address of the Party giving such notice and from and after the giving of such notice the address will be deemed to be the address of the Party giving such notice.
    14. Further Acts - Each of the Parties will, upon the reasonable request of the other, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better or more perfect and absolute performance of the terms and conditions of this Terms of Service and the other Terms of Use.
    15. Independent Contractors - Client and Roof Ai are independent contractors, and nothing in this Terms of Service or the other Terms of Use shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between Client and Roof Ai. Each Party understands that they do not have authority to make or accept any offers or make any representations on behalf of the other. Neither Party may make any statement that would contradict anything in this section.
    16. Subcontractors - Should Roof Ai use any subcontractors to perform any Solution hereunder, Roof Ai shall be fully responsible for ensuring such subcontractors' compliance with this Terms of Service.
    17. Headings - The section headings in the Terms of Use are included for ease of reference only and have no binding effect.
    18. No Third Party Beneficiaries - The representations, warranties and other terms contained herein are for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons.
    19. Counterparts - This Terms of Service and the other Terms of Use may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of this Terms of Service and the other Terms of Use had been executed. Execution and delivery of this Terms of Service and the other Terms of Use by email or fax transmission shall constitute legal and binding execution and delivery of this Terms of Service and the other Terms of Use.
    20. English Language. It is the express wish of the Parties that this Terms of Service and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
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