Roi-AI – enabling recruiters to achieve greater ROI from their database through automation.
- “Access Fee” means the monthly fee (excluding any taxes and duties), being an amount agreed in writing by You and Us, for Your use of the Service.
- “Confidential Information” of a party includes any and all information of any type contained in or comprising advice, reports, accounts, manuals, contracts, techniques, operations, processes, software, applications, names, logos, marks, copyright subject matter, patentable subject matter, inventions, drawings, photographs, formulae, costs, estimates, methods of doing business, marketing and business plans, budgets, sales and customer lists, details or preferences of clients or customers, client and customer data (including Personal Information), proposed projects and products, and all other information, trade secrets and know-how whether written, oral, or embodied in any other form or medium, which is obtained directly or indirectly from the party either before or after the date of this Agreement.
- “Data” means any data entered by You, or with Your authority, into the Service.
- “Intellectual Property Right” means any patent, trademark, service mark, copyright and related rights, moral right, right in a design, rights to inventions, copyright, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, know-how), and all other intellectual property rights, confidential information (including know-how) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in anywhere in the world.
- “Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
- “Roi-AI” means ROI-AI Limited, (New Zealand company number 7836996), a company registered in New Zealand.
- “Personal Information” shall include without limitation all information or opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. It also includes de-identified, generic, or demographic information which on its own may not be sufficient to identify a particular individual, but when re-identified or combined with other information is sufficient to identify a particular individual.
- “Our” means Roi-AI. “Us” and “We” have the same meaning.
- “Renewal Term” means the Term set out in the Quotation & Order Form for which the Platform and the Services will be provided.
- “Service” means the online recruitment management services system made available (as may be changed or updated from time to time by Roi-AI) via the Website.
- “Subscriber” means the person (meaning either a natural or legal person) who is licensed under these Terms to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
- “Term” means the agreement duration set out in the Quotation & Order Form for which the Platform and the Services will be provided.
- “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- “Website” means the internet site located at the domain www.roi-ai.com.
- “You” means the Subscriber, and where the context permits, an Invited User. “Your” has the same meaning.
1. CONDITIONS FOR ENTERING INTO THIS AGREEMENT
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
2. USE OF SOFTWARE
Subject to You paying the Access Fee in accordance with clause 3.1, the restrictions set out in clause 3 and the other terms and conditions of this Agreement (including any termination rights), Roi-AI grants You the non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the Service via the Website for the. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree (subject to any applicable written agreement between the Subscriber and the Invited Users and any other applicable laws) that:
- the Subscriber determines who is an Invited User and what level of user role access to the Service that Invited User has;
- the Subscriber is responsible for all Invited User’s use of the Service and as such must ensure that the Invited Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Invited User’s breach of this Agreement;
- the Subscriber controls each Invited User’s level of access to the Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- it is the Subscriber’s responsibility to ensure that each Invited User is issued with and keeps a secure password for their usage of the Service and that each Invited User keeps their password confidential;
- the Subscriber shall maintain a written, up to date list of current Invited Users and provide such list to Roi-AI within 5 Business Days of Roi-AI’s written request at any time or times; and
- if there is any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that the Invited User shall have, if any.
3. YOUR OBLIGATIONS
You agree that as a condition of Your use of the Service, You will comply with the following obligations:
1. Payment Obligations:
The Access Fee will be deducted on a monthly basis by credit card or be paid by You monthly on receipt of an invoice from Us.
If You provide credit card details to Roi-AI, You hereby authorise Roi-AI to bill such credit card in accordance with this clause. Roi-AI will continue deducting the Access Fees monthly until this Agreement is terminated in accordance with its Termination provisions.
All Roi-AI payment receipts will be sent to You, or to a billing contact whose details are provided by You, by email (Billing Contact). You are responsible for payment of all applicable taxes and duties in addition to the Access Fee.
Any invoice issued to You by Us must be paid by the 20th of the month in which the invoice was issued.
If Roi-AI has not received payment within 7 days after any particular due date (or the first attempted credit card deduction), and without prejudice to any other rights and remedies of Roi-AI: we may, without liability to You, disable Your password, account and access to all or part of the Service and Roi-AI shall be under no obligation to provide any or all of the Service while any amount due and payable remains unpaid.
Roi-AI shall be entitled to increase the Access Fee upon 60 days’ prior notice to You. You accept the new price by continuing to use the Service after the price change takes effect.
2. General Obligations:
a. only use the Service and Website for Your own lawful internal business purposes, and in accordance with these Terms, the terms of our Email Acceptable Use Policy and any additional conditions posted on the Website from time to time;
b. use the Service and Website on behalf of others or in order to provide services to others but if You do so You warrant that You are authorised to do so and that all persons for whom or to whom services are provided will comply with and accept the terms of this Agreement;
c. ensure that Your network and systems comply with the relevant specifications provided by Roi-AI from time to time;
d. be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;
e. co-operate with Roi-AI in all matters relating to the Service;
f. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, Roi-AI may adjust any agreed timetable or delivery schedule as reasonably necessary;
g. comply with all applicable laws and regulations(including privacy and data protection laws and regulations); and
h. obtain and maintain all necessary licences, permissions and consents which may be required before You use the Service.
3. Access Obligations:
a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Roi-AI of any unauthorised use of Your passwords or any other breach of security, and You must take all other actions that Roi-AI reasonably requires to maintain or enhance the security of Roi-AI’s computing systems and networks, and Your access to the Service. You indemnify Roi-AI against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or Confidential Information occurring via any system controlled by You.
b. As a condition of these Terms, when accessing and using the Service, You must not:
i. attempt to undermine the security or integrity of Roi-AI’s computing systems or networks or, where the Service are hosted by a third party, that third party’s computing systems and networks;
ii. use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Service or Website;
iii. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service are hosted;
iv. transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
v. access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and Roi-AI reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;
vii. access all or any part of the Service in order to build a product or service which competes with the Service;
viii. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Invited Users.
4. Usage Limitations:
a. Use of the Service may be subject to limitations, including but not limited to monthly data storage limits.
b. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Roi-AI.
5. Communication Conditions:
As a condition of this Agreement, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial electronic messages, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service or the Website, or material or activities in violation of any law or the rights of any third party (including material that is protected by copyright or trade secrets which You do not have the right to use, and material that is defamatory, discriminatory, misleading or deceptive). When You make any communication on the Website, You represent that You are permitted to make such communication. Roi-AI is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. Roi-AI may in its absolute discretion remove any communication at any time.
You shall defend, indemnify and hold harmless Roi-AI against: all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising out of or in connection with Your use of the Service. You shall also indemnify Roi-AI against all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising from any breach of any of these Terms or any obligation You may have to Roi-AI, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
7. Service Rules:
You agree not to engage in any of the following prohibited activities (Prohibited Activities):
a. copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
b. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Roi-AI servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Roi-AI grants the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
c. transmitting spam, chain letters, or other unsolicited email;
d. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
e. taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure (as determined by Us in Our sole discretion);
f. uploading invalid data, viruses, worms, or other software agents through the Service;
g. collecting or harvesting any Personal Information from the Service, except as expressly permitted by the features of the Service;
h. using the Service for any commercial solicitation purposes, meaning you must not use the Service to sell products or services of any description including, but not limited to, training and professional services
i. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
j. interfering with the proper working of the Service;
k. accessing any content on the Service through any technology or means other than those provided or authorised by the Service;
l. bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or
m. accessing, storing, or distributing material that:
i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii. facilitates illegal activity;
iii. depicts sexually explicit images;
iv. promotes unlawful violence;
v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
vi. is otherwise illegal or causes damage or injury to any person or property.
You shall use all reasonable endeavours to prevent any Prohibited Activities and in the event of any such Prohibited Activities promptly notify Roi-AI.
If You or any of Your Invited Users engage in a Prohibited Activity, Roi-AI may, in its absolute discretion, without liability or prejudice to its other rights to You, permanently or temporarily terminate or suspend Your access to the Service, without notice to You.
4. ROI-AI OBLIGATIONS
1. Roi-AI undertakes that the Service will be performed with reasonable skill and care.
2. The undertaking at clause 4.1. shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Roi-AI’s instructions, or modification or alteration of the Service by any party other than Roi-AI or Roi-AI’s duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Roi-AI will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or attempt to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, Roi-AI:
a. does not warrant that Your use of the Service will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by You through the Service will meet Your requirements; and
b. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. Roi-AI shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance; and unscheduled maintenance performed outside normal business hours, provided that Roi-AI has used reasonable endeavours to give You at least 3 hours notice in advance.
a. Roi-AI shall without limiting its other rights or remedies have the right to suspend performance of the Service until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Roi-AI’s performance of any of its obligations;
b. Roi-AI shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your failure or delay to perform any of its obligations as set out in this clause 3.5; and
c. you shall reimburse Roi-AI on written demand for any costs or losses sustained or incurred by Roi-AI arising directly or indirectly from the Default.
5. This Agreement shall not prevent Roi-AI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
b. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
d. You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute Roi-AI’s Confidential Information.
e. The provisions of clause 5.1.a) shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
iv. is independently developed without access to the Confidential Information;
v. is disclosed to an actual or potential buyer of or investor in Roi-AI, its related bodies corporate or any other entity from time to time forming part of the Roi-AI group, provided that person is subject to confidentiality obligations commensurate with those of Roi-AI under this Agreement; or
vi. is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 5.1(e)(vi), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
If You are a citizen or resident of the United Kingdom or the European Union, and Roi-AI processes any Personal Information (or “Personal Data”, as this term is defined in the General Data Protection Regulation (EU) 2016/679) on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Roi-AI shall be a data processor and in any such case:
a. you acknowledge and agree that the Personal Information may be transferred or stored outside the EEA or the country where You and any Invited Users are located in order to carry out the Service and Roi-AI’s other obligations under this Agreement;
b. You shall ensure that You are permitted to transfer the relevant Personal Information to Roi-AI under any applicable privacy and/or data protection law so that Roi-AI may lawfully use, collect, process, disclose and transfer the Personal Information in accordance with this Agreement on Your behalf and on behalf of any Invited User;
c. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, collection, processing, disclosure and transfer as required by all applicable privacy and/or data protection laws;
d. each party shall take appropriate and reasonable technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.
6. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in or arising out of or in connection with the Service, the Website and any documentation relating to the Service remain the property of Roi-AI (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the Service or any associated documentation.
Any Intellectual Property Right created in the course of establishing or operating the Service (and any derivatise thereof) or use of the Service (other than those Intellectual Property Rights created in respect of Data), including improvements derived by You, will vest solely in Us and be deemed part of Our Intellectual Property Rights.
You agree that You will not in any way challenge, dispute or make claim to the ownership of Our Intellectual Property Right(s).
Your acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Roi-AI obtaining a written licence from the relevant licensor on such terms as will entitle Roi-AI to license such rights to You.
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property and You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. However, Your access to the Data is contingent on full payment of the Roi-AI Access Fee when it falls due. You grant Roi-AI a licence (without charge) to use, copy, transmit, store, and back-up Your information, Data and Intellectual Property for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You and complying with this Agreement. Further, You warrant that all Data has been lawfully obtained and is capable of being licenced to and used by Us.
3. Backup of Data and requesting a copy of Data on termination of use of Service:
Roi-AI adheres to its best practice policies and procedures to prevent data loss or unauthorised access or disclosure, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of, or unauthorised access to or disclosure of Data.
Roi-AI expressly excludes any liability to You or Invited Users for any loss, destruction, alteration or unauthorised access to or disclosure of Data no matter how caused.
Your Data will be irretrievably deleted from the Service after 30 days following termination of Your use of the Service. Roi-AI will not store Data beyond this time due to data protection concerns and the cost of data storage.
4. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Service, You acknowledge that Roi-AI may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Service. Roi-AI shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
7. WARRANTIES AND ACKNOWLEDGMENTS
You warrant that where You are using the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by accessing and using the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
b. Roi-AI has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You have the right to do so;
ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Roi-AI has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii. You will indemnify Roi-AI against any claims or loss relating to:
1. Roi-AI’s refusal to provide any person access to Your information or Data in accordance with these Terms;
2. Roi-AI making available information or Data to any person with Your authorisation; or
3. The acts or omissions of any Invited User or any person on whose behalf You use the Website or the Service.
c. The provision of, access to, and use of, the Service is on an “as is” basis and at Your own risk.
d. It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used.
e. You assume sole responsibility for results obtained from the use of the Service and the Documentation by You, and for conclusions drawn from such use
f. You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that collection of, storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including but not limited to laws relating to the privacy of Personal Information) and will not infringe the rights of any third parties. Roi-AI makes no warranty that any particular functionality provided by the Software, or any particular activities which may be able to be carried out by the Software (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties. You indemnify Roi-AI against loss or damage of any kind it may suffer as a result of your unlawful use of the Service or use which may infringe the rights of any third party.
h. Each time You use the Service to retrieve data which contains the Personal Information of any person, from a third party website (including but not limited to social media websites such as www.LinkedIn.com), and You input such data into the Service, you warrant that You have been authorised by the person to whom the Personal Information relates to use and store that information in the manner in which you intend to use and store it.
i. You indemnify Roi-AI against all claims, damages, losses and any other liabilities relating to the use of any data (including data containing Personal Information) which is accessed and retrieved / extracted from any third party websites (including but not limited to social media websites such as www.LinkedIn.com) and entered into the Service, using tools provided by the Service.
3. No warranties:
b. All implied conditions, warranties representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
c. Roi-AI does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Roi-AI is not in any way responsible for any such interference or prevention of Your access or use of the Service.
4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
8. LIMITATION OF LIABILITY
1. Nothing in this Agreement is intended to exclude or limit Roi-AI’s liability for any liability which cannot be limited or excluded by applicable law.
2. If Roi-AI incurs any liability to You under or as a result of any such non-excludable provisions, then Roi-AI’s liability is limited to (at Roi-AI’s election) the re-supply of the Service, or the payment of the cost or re-supplying the Service.
3. Subject only to clauses 8.1 and 8.2:
a. Roi-AI excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under on in connection with the Terms for any loss of any kind including loss or corruption of software, information or Data loss of profits; any loss of sales or business; any loss of agreements or contracts; any loss of anticipated savings; any loss of damage or goodwill; any indirect or consequential loss; and any cost, damage or other liability resulting, directly or indirectly, from any use of, or reliance on, the Service or Website;
b. if Roi-AI incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then Roi-AI’s liability is limited to (at Roi-AI’s election) the re-supply of the Service, or the payment of the cost or re-supplying the Service;
c. To the extent that sub-clause 8.3.b) may be held void or unenforceable, if Roi-AI incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then Roi-AI’s liability is limited to the aggregate Access Fees paid by You to Roi-AI in the 6 months preceding the relevant liability arising; and
4. In no event shall Roi-AI, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
a. a modification of the Service by anyone other than Roi-AI; or
b. Your use of the Service in a manner contrary to the instructions given to You by Roi-AI; or
c. Your use of the Service after notice of the alleged or actual infringement from Roi-AI or any appropriate authority.
5. The foregoing represents Your sole and exclusive rights and remedies, and Roi-AI’s (including Roi-AI’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
1. Prepaid Subscriptions:
On termination of Your use of the Service, Roi-AI will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
2. No-fault termination:
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
then Roi-AI may take any or all of the following actions, in its absolute discretion:
d. Terminate this Agreement with immediate effect and Your use of the Service and the Website;
e. Permanently or temporarily, as determined by Roi-AI, suspend Your use of the Service and the Website;
f. Suspend or terminate access to all or any Data;
g. Take any of the actions in sub-clauses (a), (b) and (c) of this Termination clause in respect of any or all of Your Invited Users.
4. Expiry or termination:
On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Service and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
10. TECHNICAL SUPPORT
1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Roi-AI. If You still need technical help, please log a support ticket via the Service or email email@example.com
2. Service availability:
While Roi-AI intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place, or for reasons beyond Roi-AI’s reasonable control.
If for any reason Roi-AI has to interrupt the Service for longer periods than Roi-AI would normally expect, or the Service is interrupted due to reasons beyond Roi-AI’s reasonable control, Roi-AI will use reasonable endeavours to publish details of such activity on the Website or to notify You by email.
1. Entire Agreement:
2. No Remedy:
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
5. Force Majeure:
7. Third Parties:
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
8. Governing law:
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of New Zealand except in relation to data protection laws of the United Kingdom and European Union, which will apply if You are a citizen of those jurisdictions.
Each party irrevocably agrees that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. If the foregoing is not possible or enforceable, the relevant provision will be treated as severed from this Agreement and the remainder of this Agreement will continue to be binding on the parties.
In the interpretation of this Agreement, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.
This page was last updated on 03/05/2021