ROSE ROCKET TERMS OF SERVICE

1. The RR Platform.
   
   • 1.1. Provision of Platform and Software License. 
     
     •      1.1.1. Subject to the terms and conditions of this Agreement, including the payment of applicable Fees (as defined in section 6), during the Term (as defined in section 11.1) Rose Rocket will (i) provide Customer with a non-assignable, non-exclusive right to access and use the RR Platform, and (ii) provide the specific product features and related services indicated in the Sales Order(s).
     •     1.1.2. With respect to any Rose Rocket software, documentation, or data (“RR Software”) that is distributed or provided to Customer for use on Customer’s premises or devices, Rose Rocket hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the RR Platform. 
   • 1.2. No Contingencies. Customer’s purchase of a subscription to the RR Platform is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Rose Rocket regarding future functionality or features.
   • 1.3. Modification, Major Releases, and Development Authority. 
     
     •     1.3.1. Rose Rocket may modify or discontinue redundant or obsolete product features without notice to the Customer. 
     •     1.3.2. Rose Rocket may introduce major product releases to the RR Platform, potentially encompassing significant enhancements (“Major Release”), which may be subject to additional fees (in Rose Rocket’s discretion) beyond the Fees set out in the Sales Order.
     •     1.3.3. In the case of a Major Release, Customers have the option to (i) pay the additional fees to access the newly released functionality, or (ii) decline adoption of the Major Release, and continue with the existing functionality specified in the Sales Order. 
     •     1.3.4. If a Customer opts to implement a Major Release along with its associated additional fees, then Rose Rocket will provide written notification of the additional fees for Customer’s acceptance, prior to instituting the new product functionality and charging the Customer the corresponding additional fees. 
     •     1.3.5. Rose Rocket holds sole authority over the development roadmap of the RR Platform, with complete discretion regarding ongoing development, enhancements, and modifications. Accordingly, Rose Rocket may decline or accept any Customer proposals for custom development or modifications to Customer’s instance of the RR Platform in its sole discretion.
   • 1.4. Support & Maintenance Services. 
     
     •     1.4.1. Rose Rocket will provide Customer with reasonable technical support services in accordance with Rose Rocket’s standard practice during the hours of 9:00 a.m.-7:00 p.m. EST, excluding holidays (“Support Hours”). 
     •     1.4.2. Outside of regular Support Hours, (i) non-emergency support will be charged to Customer at Rose Rocket’s then-current rates, and (ii) support resulting from hardware/network problems and/or issues associated with third party products or services will be charged to Customer at Rose Rocket’s then-current rates.
   • 1.5. Implementation & Professional Services. 
     
     •     1.5.1. Rose Rocket will perform implementation services to the extent explicitly specified in any Sales Order (“Implementation Services”). Any additional professional services will be rendered according to a separate Sales Order or a distinct written agreement executed by both parties. 
     •     1.5.2. This Agreement does not encompass on-site services, unless otherwise established in a mutually  signed written agreement between the parties. Should Customer seek on-site services, these will be provided at Rose Rocket’s then-current rates. 
     •     1.5.3. If custom services beyond the scope of this Agreement are requested by Customer, they will be delivered at Rose Rocket’s then-current rates, and will include reimbursement for any incurred expenses by Rose Rocket personnel. All travel, meals, and lodging expenses associated with Rose Rocket will be invoiced separately by Rose Rocket as they are incurred, encompassing Rose Rocket personnel travel time invoiced at Rose Rocket’s then-current rates.
   • 1.6. Integration with Third-Party Vendors. 
     
     •     1.6.1. The RR Platform offer interfaces to certain third-party vendor systems (each an “Integration”). Where such Integrations are provided, Rose Rocket will connect them based on the agreement or conditions outlined in a Sales Order, or as otherwise instructed by Customer in writing or via the RR Platform. 
     •      1.6.2. Customer agrees to facilitate communication between Rose Rocket and any of Customer’s third-party vendors involved in the Integrations, as reasonably required by Rose Rocket to implement such Integrations. 
     •     1.6.3. Customer recognizes and accepts its exclusive responsibility to secure, or ensure its third-party vendor secures, all necessary licenses required for these Integrations, unless such Integrations are otherwise purchased by Customer pursuant to a Sales Order. 
     •     1.6.4. Customer acknowledges and agrees that: (i) Customer is instructing Rose Rocket to make Customer Data (as defined below) available to each Integration; (ii) by instructing Rose Rocket to onnect the RR Platform to an Integration, Customer expressly consents to Rose Rocket providing Customer Data to such vendors as necessary to facilitate each Integration; and (iii) Customer acknowledges that internet communications carry inherent risks and, accordingly, once Customer Data leaves Rose Rocket’s environment or is transmitted to a third-party vendor, Rose Rocket will  have no responsibility for the integrity or security of that Customer Data.
2. Fees & Payment. 
   
   • 2.1. Fees. Customer will pay Rose Rocket the then applicable fees described in the Sales Order for the RR Platform and any Implementation Services (the “Fees”) in accordance with the terms of the Sales Order. Unless expressly provided otherwise in this Agreement, all fees remitted by Customer to Rose Rocket pursuant to this Agreement and any Sales Order are non-refundable. 
   • 2.2. Platform Usage. Customer may increase its usage of the RR Platform (including the number of Customer’s employees using the RR Platform) at any time. However, if Customer’s use of the RR Platform exceeds the service capacity set forth on the Sales Order, or otherwise requires the payment of additional fees as per the terms of this Agreement, Customer will be billed for such usage, and Customer agrees to pay the additional fees in the manner provided herein. In such cases, Rose Rocket will calculate the actual additional fees and applicable taxes due, and at its discretion will either (i) add such underpayment to the next monthly invoice, or (ii) separately invoice Customer.
   • 2.3. Fee Increases. Rose Rocket reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email or provided via the RR Platform). 
   • 2.4. Taxes. Customer will be responsible for all taxes associated with RR Platform other than taxes based on Rose Rocket’s net income.
   • 2.5. Invoicing. Rose Rocket may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Rose Rocket upon receipt of the invoice. Any undisputed fees that are not paid on time are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law (whichever is lower) plus all expenses involved in their collection. 
   • 2.6. Suspension for Non-Payment. Rose Rocket reserves the right (in addition to any other rights or remedies it may have) to suspend all Customer access to the RR Platform if any Fees are overdue, until such amounts are paid in full.
   • 2.7. Billing Errors. If Customer believes that Rose Rocket has billed Customer incorrectly, Customer must contact Rose Rocket no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared to be eligible to receive an adjustment or credit. Any such inquiries should be directed to Rose Rocket’s customer support department. 
   • 2.8. Payment Disputes. In the event Customer raises a dispute concerning a specific invoice, any undisputed charges on that invoice will remain payable. Rose Rocket and Customer commit to making reasonable efforts to settle invoice disputes within thirty (30) days from Rose Rocket’s receipt of Customer’s notice. If it is confirmed that Rose Rocket rightly invoiced a disputed and withheld amount, a late fee may be applicable and paid on the contested sum. If Customer qualifies for a credit, it will be applied to the subsequent invoice. 
3. Customer Responsibilities & Restrictions. 
   
   • 3.1. Acceptable Use. Customer will not, directly or indirectly: 
     
     •     3.1.1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the RR Platform or any RR Software; 
     •      3.1.2. modify, translate, or create derivative works based on the RR Platform or any RR Software (except to the extent expressly permitted by Rose Rocket in writing or authorized within the RR Platform); 
     •     3.1.3. use the RR Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; 
     •     3.1.4. share non-public RR Platform features or content with any third party;
     •     3.1.5. attempt to circumvent or disable any security features or functionality associated with the RR Platform;
     •     3.1.6. access the RR Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the RR Platform, or to copy any ideas, features, functions or graphics of the RR Platform; or 
     •     3.1.7. remove, or attempt to remove, any proprietary notices or labels. 
     •     3.1.8. use the RR Platform for illegal purposes or purposes which will negatively impact Rose Rocket’s reputation, as determined, in each case, by Rose Rocket at its discretion; 
     •     3.1.9. knowingly upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the RR Platform, the hosting environment or another’s computer; 
     •     3.1.10. interfere with another customer’s use and enjoyment of the RR Platform or another entity’s use and enjoyment of similar services; 
     •     3.1.11. engage in contests, chain letters or post or transmit “junk mail,” “spam,” “chain letters,” or unsolicited mass distribution of email through or in any way using the RR Platform; 
     •     3.1.12. interfere or disrupt networks connected to the RR Platform;
     •     3.1.13. post, promote or transmit through the RR Platform any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature, including, without limitation, content or information is harmful to children or violates intellectual property rights, as determined, in each case, by Rose Rocket at its discretion; 
     •     3.1.14. send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children, violates third party privacy or intellectual property rights, includes malicious code, or material that will interfere with the integrity of the RR Platform; and
     •     3.1.15. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. 

In the event that Rose Rocket suspects any breach of the requirements of Section 2.1 by Customer or its users, Rose Rocket may suspend Customer’s access to the RR Platform without advance notice, in addition to such other remedies as Rose Rocket may have. Further, Rose Rocket may remove any violating content posted on the RR Platform or transmitted through the RR Platform without notice to Customer. Although Rose Rocket has no obligation to monitor Customer’s use of the RR Platform, Rose Rocket may do so, and may prohibit any use of the RR Platform it believes may be (or alleged to be) in violation of the foregoing.

• 3.2. Internet Connectivity & Hardware. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the RR Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). 
• 3.3. Access Management. Customer will be responsible for maintaining the security of the Equipment, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts or the Equipment with or without Customer’s knowledge or consent. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with unauthorized users.
• 3.4. Customer Rights and Consents. Customer will 
  
  •     3.4.1. be solely responsible for the actions of its users and personnel while using the RR Platform, along with all contents of its transmissions into or through the RR Platform (including, without limitation, Customer Data (as defined in section 3.1 below); and
  •     3.4.2. provide any required notifications to identifiable natural persons who use or interact with the RR Platform or about which information is collected in connection with the RR Platform (“Data Subjects”), and obtain all rights and requisite consents from Data Subjects in accordance with all applicable privacy laws and other laws in relation to the collection, use, disclosure, creation, and processing of personal information in connection with this Agreement and the use and delivery of the RR Platform.
• 3.5. Compliance. Customer agrees to abide by all local, provincial, state, national, and international laws and regulations applicable to Customer’s use of the RR Platform.
• 3.6. Customer represents and warrants that it will only use the RR Platform (i) in accordance with the above clauses, (ii) in compliance with Rose Rocket’s standard published policies then in effect, as may be posted from time to time and modified (or provided to Customer) at Rose Rocket’s discretion, and (iii) in compliance with all applicable laws and regulations. 
• 3.7. Customer hereby agrees to indemnify and hold harmless Rose Rocket against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any third party claim or action that arises from an alleged violation of this Section 2, or otherwise from Customer’s misuse of the RR Platform. 

4. Data & Security. 
   
   • 4.1. Customer Data. 
     
     •     4.1.1. Customer will have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all non-public data provided by Customer to Rose Rocket (“Customer Data”) to enable the provision of, or inputted into, the RR Platform. 
     •     4.1.2. With respect to any artificial intelligence (“AI”) capabilities or features available on the RR Platform that analyze Customer Data to provide generated outputs (“Output”), (i) Customer is responsible for the accuracy of any inputs it provides or uploaded to the RR Platform via any such capabilities, and (ii) Customer is solely responsible for its usage of, or reliance on, any Outputs.
   • 4.2. Ownership and License of Customer Data. Customer owns its Customer Data, and retains all related rights, title, and interests to its Customer Data. Customer grants to Rose Rocket a royalty-free, non-transferable, non-exclusive license for the term of this Agreement to use or process Customer Data to the extent necessary to perform the RR Platform.
   • 4.3. Customer Controls Respecting Customer Data. Customer will employ all physical, administrative, and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to, or use of, the RR Platform; and (b) control the content and use of its Customer Data, including the uploading or other provision of Customer Data to the RR Platform.
   • 4.4. Rose Rocket’s Data Security. 
     
     •     4.4.1. Rose Rocket will implement appropriate security controls and safeguards to prevent the disclosure, alteration, or misuse of Customer Data that is in its care or custody and/or processed by Rose Rocket, in each case in compliance with the terms of this Agreement and any applicable law. 
     •     4.4.2. Rose Rocket will protect Customer Data with the same degree of care and diligence that Rose Rocket uses to protect and safeguard its own like information, but not less than a reasonable degree of care and/or the protection standards set forth under applicable laws.
   • 4.5. Derived Data. Notwithstanding anything to the contrary, Rose Rocket will have the right to collect and analyze data (including Customer Data) and other information relating to the provision, use and performance of various aspects of the RR Platform and related systems and technologies (collectively, “Derived Data”) and Rose Rocket will be free (during and after the Term) to (i) use such Derived Data to improve and enhance the RR Platform and/or for other developmental, diagnostic, statistical, analytical, and corrective purposes in connection with the RR Platform and other Rose Rocket offerings, including artificial intelligence tools and processes developed and deployed as part of the RR Platform, and (ii) disclose such data to third parties solely in aggregate or other de-identified form in connection with its business.
   • 4.6. Compliance with Data Protection Laws. Each Party will comply with all applicable Law regarding their respective responsibilities involving the collection, use and disclosure of Data Subjects. Each Party understands and agrees that amendments to this Agreement may be required to comply with legislative changes regarding Data Subjects. The Parties agree to negotiate in good faith any amendment to this Agreement as required to comply with applicable law regarding Data Subjects. Unless otherwise expressly consented to by the Customer, Rose Rocket will only collect, use, and disclose personal information of Data Subjects as required to provide the RR Platform or as otherwise described in this Agreement.
5. Intellectual Property Rights. 
   
   • 5.1. Rose Rocket will own and retain all right, title, and interest in and to (a) the RR Platform and Software, as well as all improvements, enhancements, or modifications thereto, (b) any other software, applications, inventions or technology developed by Rose Rocket in connection with Implementation Services or support services provided to the Customer, and (c) all intellectual property rights related to any of the foregoing. 
   • 5.2. This Agreement does not grant Customer any intellectual property license or rights in or to the RR Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the RR Platform as specifically authorized by this Agreement. Customer recognizes that the RR Platform, the Software, and all their respective components are protected by copyright and other laws.
   • 5.3. Customer grants to Rose Rocket a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to incorporate any suggestions, enhancement requests, recommendations, or feedback regarding the operation or functionality of the RR Platform that may be provided by Customer or its employees, contractors, or agents (“Feedback”). However, Rose Rocket is not obliged to include Feedback in the RR Platform, and Customer is under no obligation to offer Feedback.
6. Confidentiality. 
   
   • 6.1. Scope of Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose non-public and/or proprietary business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). For greater certainty, Confidential Information of Rose Rocket includes non-public information regarding features, functionality and performance of the RR Platform; Confidential Information of Customer includes Customer Data. 
   • 6.2. Exclusions. Confidential Information does not include any information that: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. 
   • 6.3. Non-Disclosure. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information with the same degree of care it uses to protect its own Confidential Information of similar nature and importance, but with no less than reasonable care, and (ii) not to use or divulge to any third person any such Confidential Information, except as permitted under this Agreement. 
   • 6.4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will, to the extent legally permissible, provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
   • 6.5. Injunctive Relief. The Receiving Party agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Section 4; (b) it would be difficult to determine the damages resulting from its breach, and such breach may cause irreparable harm to the Disclosing Party; and (c) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that the Disclosing Party prove actual damage or post a bond or other security. The Receiving Party waives any opposition to the seeking of such injunctive relief by the Disclosing Party. This Section 4.6 does not limit either Party’s right to injunctive relief for breaches not listed.
7. Term and Termination.
   
   • 7.1. Term. Subject to earlier termination as provided below, this Agreement is for the greater of one (1) year or the Initial Service Term as specified in the Sales Order and will commence on the Renewal & Access Date specified in the Sales Order. This Agreement will be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) at then current rates, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
   • 7.2. Termination. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the RR Platform up to and including the last day on which the RR Platform are provided. Upon any termination, Rose Rocket will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Rose Rocket may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. Warranty; Disclaimer. 
   
   • 8.1. Limited Warranty. Rose Rocket warrants that the RR Platform will conform in all material respects to the Sales Order and the product manual associated with the RR Platform. 
   • 8.2. Remedy. As Customer’s sole remedy for any breach of the foregoing warranty, if Customer brings to Rose Rocket’s attention any incidence of non-conformance, Rose Rocket will use reasonable efforts to correct the error. 
   • 8.3. Disclaimers. 
     
     •     8.3.1. Platform Availability and Accuracy. RR Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rose Rocket or by third-party providers, or because of other causes beyond Rose Rocket’s reasonable control, but Rose Rocket will use reasonable efforts to provide advance notice in writing or by e-mail or via the RR Platform of any scheduled service disruption. HOWEVER, ROSE ROCKET DOES NOT WARRANT THAT THE RR PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE RR PLATFORM. ACCORDINGLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE RR PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND ROSE ROCKET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND/OR DATA ACCURACY.
     •     8.3.2. OUTPUT GENERATED BY AI IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED, BASED ON CUSTOMER PROMPTS AND OTHER INPUTS. ROSE ROCKET EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE AI FEATURES OR CAPABILITIES VIA THE RR AI PLATFORM. ROSE ROCKET’S PROVISION OF AI FEATURES AND CAPABILITIES, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY.
     •     8.3.3. CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF ANY OUTPUTS GENERATED ON THE RR PLATFORM. OUTPUT GENERATED BY AI IS PROBABILISTIC, AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED REVIEW AND/OR VETTING OF SUCH OUTPUT.
9. LIMITATION OF LIABILITY. 
   
   • 9.1. EXCLUSIONS FOR INDIRECT DAMAGES. EXCEPT IN CONNECTION WITH CUSTOMER’S VIOLATION OF SECTION 3 (CUSTOMER RESPONSIBILITIES & RESTRICTIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
   • 9.2. LIABILITY CAP. THE CUMULATIVE LIABILITY OF ROSE ROCKET TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR INDEMNIFICATION OR ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR TO BE PAID TO ROSE ROCKET BY CUSTOMER DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. ALL REFERENCES TO A PARTY IN THIS PARAGAPH AND THE APPLICABILITY OF THE LIMITATIONS SET OUT HEREIN INCLUDE SUCH PARTY’S SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AGENTS AND EMPLOYEES. 
   • 9.3. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth Sections 8 and 9 form an essential basis of the agreement between the arties, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement, including pricing, would be substantially different.
10. Beta Features.
    
    • 10.1. The terms in this Section 14 apply to any use of the RR Platform involving product features, product functionality, or other services that Rose Rocket makes available to Customer and that are not generally made available to Rose Rocket customers and/or are designated as “beta”, “pilot”, “preview”, “test”, or any similar designations (“Beta Features”). 
    • 10.2. Unless otherwise set forth in a Sales Order: (a) Beta Features offered initially at no charge to the Customer may be subject to additional fees or charges upon the expiration of any free period term set forth in an applicable Sales Order (or, if there is no stipulated period term in a Sales Order for such Beta Features, upon 15 days’ notice by Rose Rocket); (b) Rose Rocket reserves the right to discontinue or modify its provision of any Beta Features at any time with or without notice; (c) Sections 1.4 (Support and Maintenance Services), 4 (Data Security), and 8 (Rose Rocket Warranties) do not apply to Beta Features, except to the extent they apply to the underlying RR Platform; and (d) notwithstanding section 9.2, Rose Rocket’s limitation of liability dollar cap respecting Beta Features is subject to an aggregate cap of CAD $10,000.
11. Governing Law. Subject to (a) the availability of injunctive relief for a party to protect its intellectual property rights or its Confidential Information and (b) Section 12 (Dispute Resolution), each party agrees that applicable law governing the interpretation of this Agreement, its existence, or any lawsuit arising from it, as well as the courts having jurisdiction, is dependant on the country of incorporation or organization of Customer, and will be determined as set out in the table immediately below. The parties agree to exclude the operation of the United Nations Convention on Contracts for the International Sale of Goods.

12. Dispute Resolution. In the event of any dispute, controversy, or claim between the parties, each party will appoint a senior management representative to seek resolution. These designated representatives will engage in good-faith negotiations for a duration of thirty (30) days to settle the dispute. If no resolution is reached during this thirty-day period, either party may escalate the matter to binding arbitration. In such case, Customer will select an arbitrator from a list of three (3) arbitrators provided by Rose Rocket. Each arbitrator will possess expertise in both legal and business aspects of the software industry. The parties mutually agree to equally share the arbitrator’s fees, and each party will be responsible for its respective costs, including legal expenses, related to the arbitration, unless the arbitrator decides otherwise based on circumstances or the merits of the dispute. The arbitration proceedings will be conducted in English, and will take place at the location (and adhere to arbitration rules) specified in the table immediately below, which will be contingent upon Customer’s country of incorporation or organization. For certainty, the foregoing provision will not limit the ability of a party to seek injunctive relief.

13. MISCELLANEOUS
    
    • 13.1. Export Restrictions. Customer may not remove or export from the United States or Canada (or allow the export or re-export of) the RR Platform, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
    • 13.2 Force Majeure. Except with respect to Customer’s payment obligations hereunder, if a party is prevented or delayed in performance of its obligations as a result of circumstances beyond such party’s reasonable control, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.
    • 13.3. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 
    • 13.4. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Rose Rocket’s prior written consent. Rose Rocket may transfer and assign any of its rights and obligations under this Agreement without consent. 
    • 13.5. Entire Agreement. This Agreement, along with any Sales Order, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
    • 13.6. Supplementary Terms. The parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or a Sales Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will terminate upon the expiration or termination of this Agreement.
    • 13.7. Waivers. Any waivers and modifications to this Agreement must be in a writing signed by both parties, except as otherwise provided herein. The waiver by either party of a breach of any provision of this Agreement in one instance will not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement.
    • 13.8. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Rose Rocket in any respect whatsoever. 
    • 13.9. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 
    • 13.10. Publicity. To the extent mutually agreed by the parties, (i) the parties will issue at least one press release within 90 days of the Effective Date, and (ii) Customer otherwise agrees to reasonably cooperate with Rose Rocket to serve as a reference account upon request. Despite the foregoing, neither party may disclose the specific terms of this Agreement, except as required by applicable law.
    • 13.11. Logo Usage in Promotional and Marketing Materials. Subject to any contrary stipulations in the pertinent Sales Order, Customer hereby grants to Rose Rocket authorization to incorporate Customer’s trademark, logo, and trade name (“Branding”) into Rose Rocket’s promotional and marketing materials. This authorization, however, does not confer any proprietary interest in the Branding to Rose Rocket. Customer reserves the right to revoke this authorization by furnishing written notice to Rose Rocket with a notice period of thirty (30) days. Upon termination, Rose Rocket is obliged to cease future use of the Branding.
    • 13.12. Counterparts; Electronic Signature. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which will constitute an original, and all of which taken together will constitute one and the same instrument, and will include images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) will be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
    • 13.13. Updates to Terms of Service. Rose Rocket reserves the right to enact changes to this Agreement that are generally applicable to all customers at any time by posting an amended version on its website, and will, if such changes are material, send Customers written notice thereof. Any such amendments will be deemed accepted and become effective 30 days after the amended version has been posted. What constitutes a material change will be determined in Rose Rocket’s sole discretion. By continuing to access or use the RR Platform after any amended version is posted, Customer agree to be bound by the revised terms and conditions of the Agreement. If Customer does not agree to the new terms, Customer is no longer authorized to use the RR Platform. In the event of a material change of terms, Customer may terminate the Agreement by giving Rose Rocket written notice within thirty (30) days of Rose Rocket’s notice of the change of terms and, in such case, Rose Rocket will refund to Customer any pre-paid fees that are applicable to the period after such termination.