Terms of Service
Last updated: June 6, 2024
These Terms of Use (or “Terms”) are a binding contract between you and Rosie, our AI phone receptionist technology and related services (“Rosie,” “us” or “we”) and you as a subscriber to our Services as defined in Section 2 (“you”). Any capitalized terms used herein without defining them have the definitions given in the Privacy Notice. Additional, separate terms may apply to our Services, including without limitation our Data Processing Agreement, each of which will be considered to form part of these Terms.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND ROSIE.
If you have questions about these Terms, please contact support@heyrosie.com.
ELIGIBILITY & ACCEPTANCE
To be eligible to use the Services, you must (a) be at least 18 years of age; (b) reside in a jurisdiction where we offer our Services and where the use of our Services is lawful; and (c) represent that you have read, understood, and agree to be bound by the Terms. You may not use the Services if you have previously been suspended or removed from any of our Services. By using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. If you do not meet these eligibility requirements or if you do not agree to these Terms, you may not use the Services.
By accessing or using any of our Services, you agree to be unconditionally bound by these Terms. Where the option is made available to you, you may accept the Terms by your statement or by clicking to accept or agree to the Terms over the phone or in any agreement, electronic form, or on the Services. You must be of legal age and capacity to form a binding contract to accept the Terms. If you do not agree with any of these Terms, do not use our Services. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF THE SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS.
THE SERVICES
Our Services. Rosie offers the following Services: (i) our AI phone receptionist to answer your calls and set appointments for you (“AI Receptionist”); (ii) a dashboard, software and applications (collectively, the “Application”) integrated with the existing systems of the subscribing business or individual (each a “Subscriber”); and (iv) heyrosie.com and other websites or online channels we own or operate (collectively, the “Site”) (altogether, with the Site and Application, the “Services”). The Services will create an audio recording of each call between callers to your business (your “Callers”) and the AI Receptionist (“Recordings”) and will generate transcripts of such Recordings (“Transcripts”). Recordings and Transcripts are posted to your Account and available to you on your Dashboard. You will receive the Services at your subscribed-to Services level as described on the Site and subject to these Terms.
Registration. To become a Subscriber, you must first register with Rosie, create an account on the Services (your “Account”), and select an available Subscription level. You must always maintain a valid email address and phone number on your account. Some Services may not be available to you; we will explain which Services are available to you during the sign-up process. You represent and warrant that: (i) you will maintain the accuracy of all data associated with your Account; (ii) you will not do anything that might jeopardize the security of your Account; and (iii) you will notify us immediately of any unauthorized access to or use of your login credentials or any other breach of security. You are responsible for maintaining the confidentiality of your login credentials, and you are responsible for all activities that occur using your login credentials or Account. Rosie reserves the right to disable your login credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Telephone Numbers. When you subscribe, we will host your established telephone number or assign you a forwarding telephone number. Rosie reserves the right to release or reassign any telephone numbers not ported back within three months after termination of the applicable subscription.
Caller Payments. You can setup the Services to take payment information from your customers, for example to secure an appointment or prepay a service fee. You are solely responsible for collecting any required authorizations from your Callers to receive their payment information or charge their payment method on or through the Services. You understand and agree that ROSIE IS NOT A BANK, PAYMENT INSTITUTION, PAYMENT PROCESSOR, OR MONEY SERVICES BUSINESS. Rosie does not collect or process your payment information. Rather, Rosie uses your payment processor to collect, accept, and process your credit card, debit card and other payment information on your behalf. Rosie never has possession of or access to payment information. You are solely responsible for ensuring that your payment processor keeps payment information secure in accordance with applicable legal and regulatory security safeguards. Your use of the Services for payments is also subject to the applicable terms and conditions of your payment processor.
AI Features. Rosie provides you with certain features of the Services through artificial intelligence, machine learning, or similar technologies (“AI Technology”) made available within AI-enabled features of the Services (“AI Features”). Your Caller will interact with the Services through an AI Feature through prompts in the form of the Caller’s conversation with the AI Receptionist (“Inputs”) and the Caller will receive outputs generated and returned by the AI Receptionist based on those Inputs and the data used to train the AI Features (“Outputs”). Rosie makes no representations whatsoever as to Outputs, including without limitation legality, distinctiveness, accuracy, completeness, consistency, or ability to be protected under intellectual property laws. It is your responsibility to evaluate Outputs and confirm they are appropriate for your Callers.
You acknowledge and agree that, due to the nature of artificial intelligence and machine learning, information generated by AI Features may be incorrect or inaccurate. AI Features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. Additionally, you understand and agree that:
Output may not always be accurate. You are responsible for verifying the facts presented in Outputs and using human review before using or sharing Outputs.
AI Features could generate the same or similar output for different users.
You must not use Outputs for any purpose that could have a legal or material impact on a person (e.g., credit, educational, employment, housing, insurance, legal, medical, or other important decisions).
It is possible that Outputs may provide incomplete, incorrect, or offensive information.
Outputs do not represent Rosie’s views. Outputs that contain references to third-party services do not mean the third party endorses or is affiliated with Rosie.
You must ensure that your AI Receptionist is not available to Callers who are under the age of 16.
The Services’ AI Features are developed using industry licensed data relevant to your industry and further customized to your business by training on data from your website and other online channels about your business and any other data you want to provide to us (“Your Business Data”) as well as your Recordings and Transcripts. You can enhance your use of the Services by providing access to your customer relationship management data (“CRM Data”). You hereby grant Rosie an unlimited, nonexclusive, irrevocable, sublicensable right to access, collect, scrape, process, and create derivatives of Your Business Data and CRM Data that you provide to Rosie and your Recordings and Transcripts generated through the Services (collectively, “Your Data”) for the purpose of providing you with the Services and for Rosie’s own internal business purposes. Additionally, you authorize Rosie to access your information systems as needed to exercise the above license to Your Data and to use Your Data to generate or otherwise process derivative data, deidentified data, or anonymous data and use such data for any lawful purpose.
SUBSCRIPTIONS
Your Subscription. The Services are offered on a subscription basis subject to these Terms of Use (your “Subscription”). The duration of your Subscription with Rosie is 30 days. Your Subscription starts the day you sign up and automatically renews every 30 days unless cancelled or changed as provided in these Terms. You acknowledge that your and Rosie’s obligations under the Subscription begin anew with each renewal, and that Rosie owes you no obligations beyond each successive 30-day contract period. We reserve the right to change our subscription plans and other Services offered to Subscribers or adjust pricing for our Services or any components thereof in any manner and at any time. We will give you at least 30 days’ notice prior to any price change or change to your subscription plan.
Subscription Fees. Your Subscription is subject to two types of Fees: (i) a non-refundable fixed fee based on the package of Services you purchase, due in advance on or before the first day of each monthly billing period and (ii) variable overage fees if your usage exceeds the base usage units included with your subscription, due in arrears on or around the first business day following each monthly billing period. Fees are calculated on a monthly basis.
Changes in Subscription Level. You may change your Subscription level as specified in this paragraph. You can request to upgrade your subscription level at any time. Upgrades are effective immediately and apply to the then-current monthly billing period and at least the subsequent two consecutive billing periods. Any resulting additional fees for the then-current billing period are due at the time of upgrade. If you request a downgrade, the downgrade will be effective beginning on the first day of the next monthly billing period and will continue for subsequent billing periods until you request another change.
Free Trial. Rosie may offer new Subscribers to start their subscription with a free trial. Free trials may vary in duration and may not be available to everyone. The duration of the free trial, if granted to you, is stated at signup. Free trials are only available to new Subscribers who have never previously subscribed to the Services, unless we expressly state otherwise related to a specific free trial. Please note that we will convert your Services access from a free trial account to a Subscription at the end of the free trial period, unless you cancel prior to the end of the free trial period. Additional conditions, restrictions, or limitations may apply to a free trial, which we will explain when you subscribe.
FEES & PAYMENT
Fees. You agree to use the Services only as permitted by these Terms and to pay the fees associated with the Services to which you subscribe (“Fees”) and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you register. All Fees are quoted in United States dollars. Billing for your Subscription starts on the day you sign up, even if some Services are not immediately available. You will be billed for each calendar day of your Subscription including a full calendar day on the day you sign up. To begin receiving Services under your Subscription, you must pay the Fees for your first month of subscribed-to Services plus fees for any additional options, initial setup, or activation, as applicable. Invoices will be delivered to the email address associated with your account. It is your responsibility to maintain a valid and up to date email address on your account.
Payment Method. To receive subscription or free trial Services, you must maintain a valid payment method associated with your Account. You hereby expressly authorize Rosie to charge your payment method every 30 days for the Fees due hereunder, along with any sales and use taxes and any late fees or interest (as described below). You represent and warrant that the payment information you provide to us is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.
Late Payment. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. If you cancel Services and then wish to start a new Subscription, you must pay any unpaid balance, including any late fees, before receiving Services. For clarity, credits, vouchers, coupons, and promotions may not be used to receive Services by returning Subscribers until unpaid balances, including late fees, are paid.
PRIVACY
Privacy Notice. You acknowledge that you have read and understand our Privacy Notice.
Services Announcements. Rosie may use your contact information to communicate with you about your use of our Services. For example, we may send you service announcements or administrative communications by email, phone, text, mail, or other means. You understand that you receive these communications as part of your use of the Services. While you can adjust your communications preferences by following instructions in our Privacy Notice, if you have a Subscription, you will not be able to fully opt out from receiving these service announcements and administrative messages.
Texting Consent. By providing us with your wireless phone number, you consent to Rosie sending you informational text messages related to the products, Services, or information you have requested from us. The number of texts that we send to you will be based on your circumstances and requests. At your request or with your permission, we will also correspond with you via text in other circumstances. For example, with your permission we may contact you at the telephone number that you provide as part of completing a form or downloading information from our website. If you contact us for these or other purposes through text, we may respond by text. You can unsubscribe from text messages by text replying STOP or UNSUBSCRIBE. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.
ROSIE PROPERTY
The Services. Unless otherwise expressly indicated, the Services (including without limitation all AI Features, the Site, and the Site Contents) and all data, images, logos, source code, content, non-public APIs, and other materials contained in the Services (collectively, the “Rosie Property”) are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Rosie. The Rosie Property is protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary rights laws and international conventions. Rosie hereby grants you a license to use the Rosie Property available under your Subscription level and at the access level we grant to you as permitted by these Terms (your “License”). Your License includes access to the Services pursuant to your Subscription by your employees, independent contractors, and other end users to whom you grant access to the Services via your Subscription hereunder, provided that such access is governed and limited by the terms of your Subscription for such Services and these Terms. The Rosie Property is licensed to you, not sold. Nothing in these Terms is intended to transfer to you any other rights to the Rosie Property or grant you any other license thereto. Only a duly authorized officer of Rosie may grant permission or a license to use any of the Rosie Property; any attempted grant or similar promise by anyone other than a duly authorized agent of Rosie is invalid. This License grant will terminate automatically if you breach these Terms or upon termination or expiration of these Terms.
The Site. You have a revocable, non-transferable, non-exclusive license to access, use, display, download, and print in hardcopy format the images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Site, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Site (“Site Contents”) for the purposes of using the Site as an internal or personal business resource. You may not commercialize, sublicense, or resell the Site or any Site Contents without an express license grant from Rosie. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Site Contents without the prior written permission of Rosie. Nothing in these Terms is intended to transfer to you any rights to the Site Contents or grant you any license to the Site Contents except as specifically set forth in these Terms or the applicable license terms pertaining to certain Site features. Only a duly authorized officer of Rosie may grant permission or a license to use any of the Site Contents; any attempted grant or similar promise by anyone other than a duly authorized agent of Rosie is invalid.
Copyright. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Rosie Property without the prior written permission of Rosie. You may only display, download, or print Rosie Propertyfor the purpose of using the Services as an internal or personal business resource.
Trademarks. The following is a non-exhaustive list of Rosie’s registered and/or common law trademarks and service marks: ROSIE (word mark); Rosie Logo (in various stylizations); Rosie Service Pyramid; Incent, Inspire, and Empower; Rosie Spelling Alphabet; Rosie Receptionist Graphic; Pure Chat; PureChat.com; Artibot.ai Logo; and all logos, trademarks, service marks, product names and trade names associated with Rosie, Pure Chat, or Artibot.ai. Rosie’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Rosie. You may not use any meta tags or any other hidden text utilizing a Rosie name, trademark, or product name without Rosie’s prior written permission. Third party trademarks and service marks used in our Services are the property of their respective owners, and we use them with their consent. Rosie and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.
Feedback. You may from time-to-time provide us materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Site or our Services (“Feedback”). You hereby additionally grant us all rights, titles and interests in and to any Feedback you provide. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback you provide. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
Unsolicited Submissions. Please do not send or provide any unsolicited data, reports, studies, ideas, works, materials, proposals, suggestions, content, or the like (collectively, “Unsolicited Submissions”) in any form to Rosie or any of our employees or contractors. As a result of the legal and business complexities, we regret that it has become necessary for us to adopt a strict policy against accepting or considering any Unsolicited Submissions sent to us. This policy is necessary to avoid potential misunderstandings or disputes that may arise if our new products or services or marketing campaigns were to appear similar to an idea submitted by you. If, despite our request that you not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, you understand and agree that the following terms will apply to your submissions: (i) your Unsolicited Submissions and their contents will automatically become the property of Rosie, without any compensation to you; (ii) there is no obligation for Rosie to review, consider, or otherwise use the Unsolicited Submissions; (iii) Rosie may use or redistribute the Unsolicited Submissions and their contents for any purpose and in any way; and (iv) there is no obligation to keep any submissions confidential.
YOUR DATA
Your Data. As between you and Rosie, Your Data belongs to you. Rosie does not claim any ownership rights to Your Data. You are solely responsible, and Rosie shall have no liability, for Your Data on the Services, including without limitation all processing, use, security, disclosure, and disposition thereof. By providing Your Data via the Services, you represent and warrant that you have permission to provide Your Data to us, Your Data complies with the requirements of these Terms, Your Data does not contain any Prohibited Data (defined below) or any viruses, worms, malware, Trojan horses or other harmful or destructive content. You are solely responsible for (i) Your Data; (ii) the results of providing and/or processing Your Data via the Services; (iii) the accuracy, quality, and legality of Your Data and for the means by which you acquired it; (iv) ensuring that Your Data does not and will not violate third-party rights of any kind, including without limitation any consumer privacy rights or rights of publicity and privacy; and (v) safeguarding Your Data on and off the Services, and Rosie shall have no liability for any loss or damage of any of Your Data or for any public display or misuse of Your Data.
Your Data License. By providing Your Data to the Services, you grant Rosie a perpetual, worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use, copy, modify, distribute, display publicly, or process Your Data for the purpose of (i) facilitating your use of the Services; (ii) developing, training, or enhancing artificial intelligence or machine learning models that are part of the Services (including third-party components of the Services); (iii) marketing Rosie or the Services; (iv) enforcing these Terms, exercising our rights, and performing our obligations hereunder; (v) for any other purpose to which you specifically consent; or (vi) for any other legally permissible purpose. You acknowledge and agree that we will not compensate you for any use of Your Data as provided herein. You may end this license for specific pieces of Your Data by deleting such pieces of Your Data from the Services. You represent and warrant that (A) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Data that you create, submit, post, promote, or display on or through the Services; (B) Your Data does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or is otherwise legally entitled to post the material and to grant Rosie the license described in this section; and (C) Your Data does not violate any laws. You agree to waive any moral rights and promise not to assert such rights against us.
Responsibility for Your Data. You agree that the Services are a passive conduit for Your Data. You acknowledge and agree that Rosie does not and will not: (i) have any responsibility or liability for Your Data; (ii) monitor or evaluate Your Data whether or not on the Services; or (iii) have any obligation to review Your Data and does not guarantee the accuracy, integrity, or quality of any of Your Data. Notwithstanding the foregoing, Rosie reserves the right to review, remove, delete, or block any or all of Your Data on the Services and remove such Your Data in our sole discretion. You acknowledge that Your Data may remain on the Services after termination of these Terms unless you delete it from the Services.
Your Data Restrictions. You agree to not submit any of Your Data to the services that:
Contains any material that is false, defamatory, libelous, obscene, harassing, threatening, discriminatory, bigoted, hateful, violent, vulgar, profane, pornographic or otherwise offensive, inappropriate, damaging, unlawful, disruptive or harmful;
Violates Rosie’s or any other person’s or entity’s legal rights, contains any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate, or assist any illegal activity;
Creates or threatens harm to any person or loss or damage to property;
Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other proprietary rights of Rosie or any other person, or violates the terms of any contract in respect of such intellectual property or proprietary rights;
Seeks to harm or exploit children by exposing them to inappropriate content, asking for Personal Data or otherwise;
Misrepresents your identity or affiliation with any person or organization;
Seeks to interfere with, disrupt or create an undue burden on Rosie or the networks or services connected to the Services, or to install or attempt to install or promote spyware, malware or other computer code on our computers or equipment or the computers or equipment of third parties; or
Is otherwise objectionable as determined by Rosie at our sole discretion.
Rosie does not police Your Data, but we reserve the right to block, delete, and remove any of Your Data that we think violates these Terms or our policies. You are solely responsible for Your Data and the consequences of posting it online. For clarity, Rosie is not and will not be liable to you or anyone else related to Your Data, its use, or any outcome of its access or use by anyone.
Prohibited Data. We understand that the Services may be used to design websites for a variety of industries. You acknowledge that the Services are not designed for processing the following categories of information: (a) sensitive Personal Data, such as health information, financial information, or government identification data; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). You promise that you will not provide Rosie with any Prohibited Data. If you breach this promise, you are responsible for all damages arising out of the Prohibited Data, even if caused by Rosie.
AI Features. As between you and Rosie, and to the extent permitted by applicable law, in all Inputs and Outputs to and from the AI Features from your Callers’ interaction with the Services is Your Data; we hereby assign to you all our right, title, and interest, if any, in and to such Inputs and Outputs. If Rosie is deemed the owner of any of Inputs or Outputs from your Callers’ interaction with the Services that is intended to be owned by you pursuant to these Terms, Rosie hereby assigns to you all its right, title, and interest in and to such Inputs or Outputs. You are solely responsible for the accuracy, legality, completeness, and results of such Inputs and Outputs, including for ensuring that it does not violate any applicable laws or these Terms. Rosie reserves the right to access and process your Inputs and Outputs for Rosie’s internal business, legal, or compliance purposes or for any other purpose described in our Privacy Notice. Rosie reserves the right to use anonymized data for any lawful purpose without restriction. Under no circumstances will Rosie be liable to you or any third party in any way for any data or other content viewed, copied, distributed, performed, made public, derived from the use of, or created as Outputs while using an AI Feature available through the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
Copyright Infringement/DMCA Notice. Rosie takes claims of copyright infringement seriously. If you are concerned that any contents on our Services are improper or infringing, please contact support@heyrosie.com. If you would like the contents removed, please provide: (i) a detailed description of the objectionable content, including where it is located on the Services; (ii) a statement that you have a good faith belief that the poster does not have permission to use the said objectionable content; (iii) a statement that you are the owner, or exclusive agent of the owner, of the objectionable content; (iv) your contact information, and; (v) a signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge. It is our policy, in appropriate circumstances and at our discretion, to respond to notices of alleged copyright infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512).
ACCEPTABLE USE
Your Callers. A Callers’ use of the Services does not change your legal relationship with the Caller nor does it make Rosie a party to any transactions or obligations between you and the Caller. You, not Rosie, are responsible for your obligations to your Callers and any products, services, or payment transactions with the Caller. Any appointments, products, or services between you and your Callers are governed by the terms and conditions agreed to between you and such Caller, as applicable. For the avoidance of doubt, Rosie is not a party to any agreement between a you and your Caller, and Rosie shall not be responsible or liable for any performance, nonperformance, product, or service related to your Callers’ interactions with the Services. Any issues related to a Caller’s interaction with the Services related to you must be resolved between you and the Caller only and must not involve Rosie in any manner.
Your Privacy Practices. You understand and agree that you are solely responsible for your privacy practices with respect to all data made available to you through the Dashboard or related to your Account and your use thereof and your Callers and other consumers who interact with the Services through your assigned telephone number or otherwise related to your business. You hereby agree to (i) give notice and obtain consent from consumers related to your use of the Services (including the AI Features) as required by applicable law; (ii) only use the Services to interact with Callers who are at least 16 years old; (iii) ensure that the accuracy and lawful collection and use of any data, including Personal Data, that is provided to Rosie or included in an Input; (iv) if you use the Services to send your Callers text messages, you represent and warrant that your text messaging software is configured to give notice, obtain consent, and respond to opt-out requests from consumers as required by applicable law, and you agree to indemnify and hold Rosie harmless for any noncompliance or claims related to such laws; (v) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Rosie promptly of any unauthorized access or use; and (vi) use (and ensure that your employees or other end users use) the Services only in accordance with these Terms and applicable laws. Any use of the Services in violation of the foregoing by you as a Subscriber or your end users that in our sole judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.
Covered Entities. You understand and agree that if you are a covered entity under the United States Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), it is your responsibility to ensure that you have executed and at all times comply with a HIPAA Business Associate Agreement with Rosie.
Prohibited Use. You are strictly prohibited from using the Services: (i) in a manner that violates any applicable law, rule or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, the U.S. Telephone Consumer Protection Act, or the Children’s Online Privacy Protection Act, each as amended from time to time; (ii) to transmit, store, or process health information in violation of the HIPAA; (iii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iv) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (v) to defraud, deceive or mislead anyone; (vi) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (vii) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.
You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including the Rosie Property) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or our Services. You may not use the Services (including our Contents) in any way that might confuse others or that disparages Rosie.
SERVICES ACCESS
Availability. Rosie will use commercially reasonable efforts to (i) support your efforts to integrate the Services into your existing systems and (ii) maintain availability of the Services during your subscribed-to Service times. You are responsible for your own costs and expenses integrating the Services to your existing Systems. You will host, maintain, and support your information systems and maintain and update Your Data on the Services as needed to provide your products and services to your Callers and customers. The parties each agree to: (a) allocate and apply sufficient resources and qualified personnel to meet its obligations hereunder; (b) provide the other party with a profile of its products and services as necessary to support the Instant Integration; and (c) name a designated contact for these Terms. You agree and understand that there will be times when the Services will be unavailable, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Subscribers or Callers; and causes beyond our reasonable control. Rosie will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Rosie is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider.
Software Requirements. You must have a compatible device, internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the Services. The Software Requirements are posted on the Site and the mobile application Software Requirements are posted on the relevant App Store page. App software may be upgraded from time to time to add support for new functions or services. The Services may request certain privacy permissions from time to time including, but not limited to, access to your calendar, contact list, device camera or choosing images from your device or access to your device microphone and associated features.
Updates. From time to time, we may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may modify or delete certain features or functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Services will automatically download and install all available Updates or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
Mobile Application. By downloading our mobile application, registering or creating a profile on the mobile application, or submitting information via the mobile application, you acknowledge Rosie’s Privacy Notice, and you consent to the collection and use of information as described therein. We reserve the right to amend or withdraw the mobile application at any time and for any reason. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the mobile application. Data and messaging charges may apply to your use of the mobile application or any text messaging or photo sharing features you use via the App. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the mobile application, you will be assumed to have received permission from the bill payer to use the mobile application. The mobile application may be configured to allow you to make calls using your voice connection from your mobile service provider. Please note that this may result in additional voice minute usage fees from your mobile service provider.
Accuracy. Occasionally there may be information available through the Services that contains typographical errors, inaccuracies or omissions related to product descriptions, pricing, promotions, offers, availability, and other topics. We have no obligation to update, amend, or clarify information in the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date should be taken to indicate that all information in the Services has been modified or updated.
Third-Party Software. The Services will integrate into your existing information systems through the third-party software, applications, or platforms (collectively, "Third-Party Software") of your choosing. Additionally, we may offer the Services (or features of the Services) using Third-Party Software. You are solely responsible your use of the Services with any Third-Party Software, including their functionality, legality, and compatibility with the Services. You understand and agree that: (i) the Third-Party Software may have its own terms and conditions of use and privacy policies, and you agree to use the Third-Party Software in accordance with all applicable terms and conditions and privacy policies; (ii) Rosie does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Software or for any transaction you may enter into with the provider of any such Third-Party Software; and (iii) Rosie does not warrant the compatibility or continuing compatibility of the Third-Party Software with our Services. Without limiting the generality of the foregoing, you understand and agree that if you use the Services to receive payments from Callers or other third parties, such payments are processed via a Third-Party Software payment processor and your use of the payment processor service is subject to the third party’s terms and conditions and privacy practices. Please review such terms and conditions and privacy notice before using those services.
Additionally, any links from the Services to third-party websites are provided solely for your convenience. Rosie is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Services does not imply Rosie’s approval or endorsement of the linked website. If you click through to another website, you do so at your own risk. Please be aware that when you click on links that take you to external websites, you will be subject to their privacy policies and practices and not ours.
SECURITY
You are strictly prohibited from violating or trying to violate our security features, such as by:
Accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing;
Attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”;
Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; or
Using any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted via the Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers.
If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ROSIE MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ROSIE DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY ROSIE SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY ROSIE REFLECTING THE CREATION OF SUCH WARRANTY.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROSIE BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY - WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), AGENCY, WARRANTY, STATUTE, OR OTHERWISE - FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND, HOWEVER ARISING, EVEN IF ROSIE KNEW OR SHOULD HAVE KNOWN THAT THERE WAS A POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL ROSIE BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO ROSIE FOR SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE-MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT ROSIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD ROSIE, OUR SUBSIDIARIES, PARENTS, AFFILIATES, AND SERVICE PROVIDERS, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY DIRECT OR THIRD- PARTY CLAIMS, LOSSES, LIABILITIES, COSTS, EXPENSES, DAMAGES, OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES DUE TO, RELATING TO, OR ARISING OUT OF (I) YOUR ACCESS TO OR USE OF THE SERVICES IN VIOLATION OF OUR TERMS; (II) OUR PROVISION OF THE SERVICES TO YOU; (III) YOUR DATA; (IV) THE RESULT OR OUTCOME OF YOUR USE OF OUR TECHNOLOGY OR ANY OUTPUTS; (V) YOUR BREACH OR ALLEGED BREACH OF ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREUNDER OR YOUR VIOLATION OF ANY OTHER PROVISION OF THESE TERMS; OR (VI) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, ROSIE MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS WHEN DEFENDING AGAINST DIRECT OR THIRD-PARTY CLAIMS OR DEMANDS, AND YOU MUST (A) REIMBURSE ROSIE FOR ITS COSTS AND ATTORNEYS’ FEES IMMEDIATELY UPON REQUEST AS THEY ARE INCURRED, AND (B) REMAIN RESPONSIBLE TO ROSIE FOR ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND IDENTIFIED IN THIS SECTION.
CANCELLATION & TERMINATION
Cancellation. You may cancel your Subscription at any time through your Dashboard and your cancellation will be effective at the end of the then-current monthly billing cycle. Rosie may in our sole discretion cancel your Subscription or otherwise terminate these Terms at any time by giving you notice via the Services or otherwise in writing (email to suffice). Cancellation of your Subscription terminates your and Rosie’s obligations described under these Terms except with respect to your visits to the Site, as well as any other agreements executed between Rosie and you as a Subscriber; however, the remainder of these Terms shall remain in full force and effect with respect to your access to our Site for any purpose. Notwithstanding anything to the contrary herein, Rosie reserves the right to immediately terminate your Subscription or refuse to provide our Services if: (i) we suspect that you or your Caller’s use of the Services relates to fraudulent or otherwise illegal activity or to a sexual or otherwise potentially illicit encounter; (ii) we determine, in our sole discretion, that our Services are not appropriate for your business or purposes, (iii) you fail to pay any invoice on time, or (v) you breach any of these Terms.
Credits and Fees. If you cancel your Subscription or we terminate these Terms, we will: (i) apply any credits you may have to your Account balance and your remaining balance will be due upon cancellation and (ii) retain any Fees you have already paid to us under these Terms unless otherwise set forth herein. If you do not have a balance owed on your Account at the time of cancellation, any credits to your account will become null and void upon cancellation. All payments are non-refundable.
Effect of Termination. Upon cancellation of your Subscription, (i) you automatically lose all licenses and the right to access or use the Services available under a Subscription and you may only visit the Site; (ii) Rosie’s obligations to you under these Terms are terminated; and (iii) you will have 30 days to access Your Data on the Services to download or port it to another system after which time Rosie will permanently delete all of Your Data on the Services. The terms and conditions set forth under the following section headings (inclusive of all subsections) shall survive termination: Section 4 through 7, 9(f), and 11 through 13, 15, and 16.
DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and Rosie arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.
Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Rosie, you agree to try to resolve the Dispute informally by contacting Rosie at support@heyrosie.com. Rosie will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Rosie may bring a formal proceeding.
Arbitration Agreement. You and Rosie each agree to resolve any Disputes through final and binding arbitration administered by the Arbitration Services of Portland, Inc. (“ASP”) under its procedural rules. The arbitration will be held in Portland, Oregon, United States, or any other location we agree to. The ASP rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Rosie may assert claims, if they qualify, in small claims court in Portland, Oregon or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
Class Action Waiver. YOU MAY ONLY RESOLVE DISPUTES WITH ROSIE ON AN INDIVIDUAL BASIS AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS.
Governing Law; Limitation on Claims. Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Oregon, the Federal Arbitration Act, and applicable U.S. federal law, as applicable, in each case without regard to its conflict of laws principles. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you and Rosie agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Multnomah County, Oregon, and you and Rosie each agree to waive the right to a jury trial. 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.
GENERAL TERMS
Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
Geographic Restrictions. Rosie is owned and operated in the United States. The Services are permitted for use in the United States and Canada only; you are prohibited from making the AI Receptionist or our other Services available to Callers in other jurisdictions. Access to our Services may not be legal by certain persons or in certain jurisdictions. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Rosie reserves the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Legal Compliance; Void Where Prohibited. Although the Services are accessible in multiple countries, not all features, products or services discussed, referenced, provided, or offered via the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Any offer for any feature, product or service made on the Services is void where prohibited. Without limiting the foregoing, when using the Services, you agree to comply with all applicable laws, including, but not limited to privacy, intellectual property, ecommerce, export controls, and applicable laws governing privacy and data security and their requirements related to verifiable consent, parental consent, consumer privacy rights, recordkeeping, international data transfer laws and other requirements.
Entire Agreement. The Services are owned and offered to you by Rally Commerce, Inc. dba Rosie. Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between Rosie and you regarding the Services and supersede and replace all prior oral or written understandings or agreements between Rosie and you regarding the Services.
Enforcement. Rosie reserves the right, but is not required, to remove or disable your access to the Services, disable any login credentials or account, whether chosen by you or provided by us, remove Your Data at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.
Assignment. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Rosie may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.
Waiver; Severability. Rosie’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect to the greatest extent permitted by law.
Notices. Any notices or other communications provided under these Terms will be given to Rosie at the email address above and to you via email to the email address on your Account or by posting the notice to the Services.
Amendments. Rosie reserves the right to revise these Terms by updating this posting without prior notice. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes.
Consent to Electronic Signature. By accessing or using the Services, typing your name into any of our electronic forms and indicating your acceptance or clicking a box, you consent to (a) us communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. We will use electronic documents for all communications, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at support@heyrosie.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
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