Terms

These Terms and Conditions, together each relevant Order Form (if applicable), form the “Agreement” entered into by and between the Parties, which governs and conditions the nature and scope of the services to be provided by ROIstars to the Customer, including provision of access to the Platform for use in connection with the Authorised Brand (including allow Customer to create Outputs for that Authorised Brand).

Where there is no Order Form, this Agreement is entered into by and between Customer and ROIstars automatically when Customer concludes a purchase on the relevant order page and clicks to accept these Terms and Conditions. Where applicable, in respect of any person who concludes such order on behalf of another person or entity, you represent and warrant that you have the full and sufficient authority to accept the Terms and Conditions on behalf of such other person or entity and all references to “Customer” herein are noted to be references to that other person or entity.

Where applicable, to the extent of any inconsistency or conflict between any provision(s) of these Terms and Conditions and any provision(s) of the Order Form, the relevant provision(s) of the Order Form shall govern and prevail.

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 The following definitions apply to this Agreement (including its recitals, above):

( a ) “Authorised Brand” means the relevant authorised brand in respect of which Customer is permitted under this Agreement to use the Platform and the Services, which is as identified by Customer in the ordering process for a subscription or, where applicable, set out in the relevant Order Form.

( b ) “Authorised Users” means those of Customer’s employees or other staff who are authorised from time to time by ROIstars to use the Platform under this Agreement via certain of the Workspace(s)allocated to the Authorised Brand, and provided usernames, passwords and other necessary credentials by ROIstars for the purpose of accessing and using those Workspace(s) via the Platform (“Access Credentials”).

( c ) “Beta Product” means any feature or functionality of the Platform, which is made available by ROIstars on a ‘beta’, pre-release or evaluation basis.

( d ) “Business Day” means any day which is not a Saturday, Sunday or public holiday in Australia, The United States and India.

( e ) “Claim” means any claim, demand, complaint, proceeding or other action.

( f ) “Connected Application” means any system or application owned or controlled by Customer, which is connected to the Platform on behalf or at the direction of Customer (including through Customer’s linking of its account for a Connected Application with the Platform using integrations made available as part of the Platform).

( g ) “Connected Data” means any information or data (including any information or data relating to advertising performance) made available within the Platform via any Connected Applications or otherwise made available via Connected Applications and uploaded to the Platform (e.g., manually).

( h ) “Content” means any text, images, audio, video or any other materials.

( i ) “Customer” means the person or entity who is a counterparty to the Agreement (where applicable, as identified in the Order Form).

( j ) “Documentation” means any manuals, instructions, user guides published by ROIstars that describe the Platform and its use, operation, features and functionality.

( k ) “Fees” means the fees for the relevant subscription and ‘Service Package’ identified on [https://www.roistars.com/pricing] unless otherwise agreed pursuant to the Order Form.

( l ) “Initial Term” means the relevant subscription term selected by Customer on the order page prior to purchase of a subscription to access the Platform or, where applicable, the Initial Term set out in the Order Form.

( m ) “Inputs” means any Content input by Customer and its Authorised Users to be processed by the Platform to create Outputs (including any website properties input to by Customer the Platform’s ‘URL scanning’ tooling, together with any Content displayed on those properties).

( n ) “Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get‑up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know‑how and trade secrets), so-called ‘personality rights’ and ‘publicity rights’ (including rights to natural person’s name, image and likeness), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

( o ) “Losses” means all losses, liabilities, damages, costs, claims, charges, regulatory fines, demands, actions and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

( p ) “Order Form” means an order form signed by the Parties for a ‘ROIstars Pro’ Subscription to use the Platform to generate Content for the Authorised Brand plus associated Services, which incorporates these Terms and Conditions.

( q ) “Outputs” means any visual or audio Content (including copy,s toryboards, designs, voiceovers and other visual or audio Content), which is generated and returned by the Platform based on the Inputs through Customer’s and its Authorised Users’ permitted use of the Platform.

( r ) “ROIstars” means ROIstars, a company incorporated and registered under the laws of India with its registered office at 62/63 The Pavilion, Church Street, Bengaluru, Karnataka - India.

( s ) “ROIstars Technology” means collectively (i) the Platform, as updated from time to time; (ii) any and all other technology and software owned or used by ROIstars, any associated algorithms, software code (in any form including source code and executable or object code), neural networks, models(including model architectures and algorithms (whether or not, instantiated in software code)), model weights, parameters, hyperparameters and coefficients, embeddings, calibrations, application programming interfaces, computer systems;(iii) any benchmarking, analytics or technical data relating to the performance or operation of the Platform; (iv) the Documentation as updated and amended from time to time; (v) as applicable in the context of a ‘ROIstars Standard’ Subscription only, any ROIstars Improvements; and (vi) any and all Intellectual Property Rights in or to each of (i)‑(iv).

( t ) “Platform” means ROIstars’s cloud‑based software‑as‑a‑service ‘ROIstars’ platform(including the Platform Interface) as described in the Documentation, which is owned, operated and/or licensed by ROIstars, which may be used by Customer to generate Outputs, the features and functionalities of which shall vary dependent upon whether Customer has purchased a ‘ROIstars Pro’ Subscription or a ‘ROIstars Standard’ Subscription.

( u ) “Platform Interface” means the standard web‑based interface required for Customer to access and use the Platform for the ordinary operation thereof under this Agreement, which is as notified to Customer from time to time (including, where relevant, https://app.roistars.com domain as may be relevant in the circumstances).

( v ) “Services” means those services which ROIstars agrees to provide under this Agreement as part of the relevant ‘Service Package’ selected by Customer (as those services are further described on https://www.roistars.com), including where applicable as selected on the order page for a subscription or under the Order Form.

( w ) “Renewal Term” means the relevant subscription term selected by Customer on the order page prior to purchase of a subscription to access the Platform or, where applicable, the Renewal Term set out in the Order Form.

( x ) “Term” means the Initial Term and any Renewal Term(s).

( y ) “Workspace” means a ‘Workspace’ made available via the Platform that is allocated to the Authorised Brand for a given market, geography or similar, and which is identified in the Order Form.  

1.2 To the extent not defined in this Section 1 or elsewhere in these Terms and Conditions, the capitalised terms set out as headings in the Order Form shall have the meaning given to them in that Order Form.

1.3 The following rules of interpretation shall apply in this Agreement: (a) any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry of the Term; (b) the words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term; and ( c ) any reference to the “Parties” means ROIstars and Customer and “Party” shall mean one of them.

2.             PLATFORM

2.1 Platform Access. Subject to Customer’s and its Authorised Users’ continued compliance with this Agreement (including payment of all Fees due and payable in accordance with Section 4), ROIstars hereby grants Customer a limited, personal, non‑exclusive and non‑sublicensable right during the Term: (a) for Customer and its Authorised Users to use the ordinary features and functionalities of the Platform as part of Customer’s internal business operations via the Workspace(s) in connection with the Authorised Brand; and (b) only where permitted as part of the ‘ROIstars Pro’ Subscription, for Customer to apply its trademarks, trade names, service marks, trade dress, logos and ‘look and feel’ to the Platform using the ordinary features and functionalities made available by ROIstars for that purpose (“Marks”).

2.2  ROIstars – No Training. In respect of Customers with a ROIstars’ Subscription, ROIstars will not use and will not permit any providers of Third‑Party Services (as defined below) to use any Inputs, Outputs, nor any Connected Data, to develop or improve the ROIstars Technology and/or any Third-Party Services (including any models, algorithms, and systems that are part of or integrated with the Platform); provided that, such Inputs, Outputs and Connected Data will be used to train and improve any dedicated predictive model associated with any Workspace(s) and which is made accessible via the Platform as part of a ‘ROIstars Pro’ Subscription (such models, each a “Dedicated Model”). The Dedicated Models shall not be made available by ROIstars for use by any other ROIstars customers, and no Dedicated Model shall be made available to or used by Customer or its Authorised Users other than via the relevant Workspace to which that model is dedicated.

2.3  Availability. ROIstars will use commercially reasonable efforts to maintain the operation and availability of the Platform (subject always to (a) any scheduled or emergency maintenance or upgrades; and/or (b) circumstances outside ROIstars’s reasonable control (including any Force Majeure Event); and/or (c) resulting from any breach, non‑performance or any other default by Customer under this Agreement).

2.4 Authorised Users. Customer is solely responsible for the acts and omissions of its Authorised Users. Customer shall immediately notify ROIstars of any unauthorised use of any Authorised User’s Access Credentials. Customer shall: (a) ensure that: (i) only Authorised Users access the Platform; and (ii) each Authorised User maintains the confidentiality of the Access Credentials; (b) not allow any Access Credentials allocated to an Authorised User to be used by more than one individual Authorised User; ( c ) immediately notify ROIstars if any Authorised User ceases to be employed or otherwise engaged by Customer; and (d)Authorised Users only access Workspace(s) for which they have been allocated Access Credentials.

2.5  Additional Services. In addition to making available the Platform, ROIstars shall also provide the Services to Customer. ROIstars shall provide any such Services in accordance with reasonable care and skill consistent with good industry standards and practices.

2.6  Beta Testing. From time to time, Customer may have the option to participate in a programme where Customer and its Authorised Users are permitted at no additional cost to access certain Beta Products. Customer may only use the Beta Products to internally evaluate and test such Beta Products and for no other purpose whatsoever. The Beta Products are not generally available and are provided by ROIstars “as is”, without any conditions, warranties, representations, undertakings, or other terms either express or implied whatsoever (including as to non‑infringement, merchantability, satisfactory quality, use of reasonable skill and care or fitness for any particular purpose). Furthermore, ROIstars does not provide any indemnities or service level or availability commitments whatsoever in relation to the Beta Products (e.g., Sections 2.3 and 10.1 do not apply in respect of Beta Products). As ROIstars sees fit in its sole discretion, it may from time to time impose, and Customer shall comply with, certain additional restrictions or limitations on Customer’s and its Authorised Users’ use of the Beta Products. ROIstars may terminate Customer’s access to any Beta Product(s) at any time with or without notice, at which point Customer and its Authorised Users must stop using the Beta Product. Customer shall not disclose to any third party or publish (including via the internet or social media) details of any Beta Product (including details of its any evaluation or testing (including any Outputs, results, screenshots, questions, or workflows) of the Beta Product) without ROIstars’s prior written consent.  

3. OWNERSHIP AND LICENSING

3.1  ROIstars Ownership. As between the Parties, ROIstars retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to: (a) the ROIstars Technology; and (b) unless and to the limited extent expressly agreed otherwise under the Order Form, any work product, deliverables, materials, content, software, technology or similar produced, conceived, created, developed as part of or in connection with the Services (“Work Product”, which excludes, for the avoidance of doubt, Outputs). Customer will not acquire any right, title or interest in or to the ROIstars Technology nor Work Products (subject only to the limited licences expressly granted in Sections 2.1 and 3.2), and ROIstars reserves all rights therein and thereto not expressly granted in this Agreement.

3.2 Work Products Licence. ROIstars hereby grants to Customer a limited, non‑exclusive, worldwide, perpetual, royalty‑free and fully paid‑up licence to use the Work Products as part of Customer’s ordinary commercial operations.

3.3 Customer Ownership. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to all Inputs, Outputs, Connected Data and its Marks.

3.4  Licence to ROIstars. Customer hereby grants toROIstars a non‑exclusive, worldwide, royalty‑free and fully paid‑up licence during the Term to use the Inputs, Outputs, Connected Data, any Connected Applications, the Authorised Brand (including the name of the Authorised Brand, any trademarks, trade names, service marks, trade dress, logos and ‘look and feel’ of or associated with the Authorised Brand) and its Marks, and under any other relevant Intellectual Property Rights owned or licensed by Customer, as necessary to provide, operate and make available the Platform to Customer and/or to provide the Services.

3.5  ‘ROIstars Standard’ – Improvement and Training Licence. In respect of Customers with a ‘ROIstars Standard’ Subscription, Customer hereby grants ROIstars a non‑exclusive, fully sub‑licensable, transferable, worldwide, perpetual and irrevocable, royalty‑free and fully paid‑up licence to use Inputs, Outputs and Connected Data on an anonymised, de‑identified or aggregated basis to develop or improve the ROIstars Technology and related technology, products and improvements (“ROIstars Improvements”), including to train models that are part of the ROIstars Technology and/or to create new, improved or augmented algorithms, models and model weights.

4. FEES 

4.1 Payments. Customer shall pay the Fees in advance in accordance with this Section 4and any relevant terms of the Order Form.

4.2 'ROIstars Pro’ – Invoicing and Payment. In respect of Customers with a ‘ROIstars Pro’ Subscription, ROIstars shall issue Customer with invoices in respect of any Fees that come due and payable and Customer shall pay the amounts shown in all such invoices in full into the ROIstars Bank Account (or such other account as directed by ROIstars) within thirty (30) days of the invoice date, unless otherwise agreed in the Order Form.

4.3  ‘ROIstars Standard’– Payment Processing and Payment. In respect of Customers with a ‘ROIstars Standard’ Subscription: (a) Customer acknowledges that ROIstars uses a third‑party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third‑Party Payment Processor”);(b) ROIstars shall process Customer’s payment for the Fees (including any Fees payable in respect of ant Renewal Term(s)) via its appointed Third‑Party Payment Processor; ( c ) Customer shall provide complete and accurate payment and billing information and a valid and authorised payment method by which it shall pay the Fees; (d) Customer hereby authorises ROIstars, and its Third‑Party Payment Processor appointed from time to time, to charge such payment method for all Fees coming due and payable to ROIstars under and in accordance with this Agreement and agrees that no additional notice or consent is required for such purpose; (e) if Customer’s payment method is rejected or payment for the Fees otherwise cannot be processed via that payment method, then ROIstars will notify Customer and Customer will timely pay the Fees by another mechanism agreeable to ROIstars, pending which ROIstars may suspend Customer’s and its Authorised Users access to the Platform and/or provision of the Services as described in Section 4.6; and (f) Customer acknowledges and agrees that this Agreement shall automatically renew and Customer’s payment method shall continue to charge the then-current Fees for its ‘ROIstars Standard’ Subscription unless and until this Agreement is  terminated in accordance with its terms (including in accordance with Section 12.1(z)).

4.4 Fees. All Fees: (a) shall be payable in the currency shown on [https://www.roistars.com/pricing] or otherwise displayed to Customer during the ordering process (as applicable) unless otherwise agreed in the Order Form; (b) are non‑cancellable and non‑refundable unless and to the extent expressly provided otherwise in this Agreement; and ( c ) are exclusive of any and all taxes (including value added tax).

4.5 Fee Changes. ROIstars reserves the right to increase the Fees following the Initial Term, and each Renewal Term thereafter, provided that ROIstars will provide notification of any such increase at least ninety (90) days in advance of the end of the Initial Term or then‑current Renewal Term (as applicable).

4.6 Late payments. In addition to any other rights or remedies available to ROIstars, if Customer fails to pay any sums by the due date: (a) any portion of any sums that is not paid when due and payable will accrue interest equal to the higher of: (i) six percent (6%) per annum above the Reserve Bank of India’s base lending rate from time to time; or (ii) the default statutory rate applicable from time to time under the Late Payment of Commercial Debts (Interest) Act 1998,accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and (b) ROIstars may suspend the provision of any access to the Platform and/or any and all other parts of the Services upon fourteen (14) days’ prior notice until payment of the sums is made by Customer in full without liability to Customer or prejudice to any other rights or remedies available to ROIstars in the circumstances.

5. RESTRICTIONS

Customer shall not: (a) use the ROIstars Technology, any Outputs and/or any  Work Products in any manner or for any purpose that is inconsistent with this Agreement (including using the Platform and/or any Outputs in connection with any other brand than the Authorised Brand and/or allowing Authorised Users to access Workspace(s) for which they do not have active Access Credentials); (b) provide or otherwise make the ROIstars Technology available to any third parties (other than to Authorised Users as permitted under Section 2.1);( c ) use the ROIstars Technology to create, market or distribute any product or service that is similar to, competitive with, or otherwise replicates or seeks to replicate any features or functionalities of, the Platform or any other part of the ROIstars Technology; (d) introduce to the ROIstars Technology any ‘backdoor’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the ROIstars Technology or any device or system owned or controlled by ROIstars or any third party, or which otherwise may damage or destroy any data or file; (e) use the ROIstars Technology in a manner(including through query access) to gather information as to infer the operation of, or replicate, all or any part of any machine learning models, datasets or other technologies forming part of the ROIstars Technology (including as part of any so‑called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar); (f) modify, copy, resell, rent, lease, sub‑license, load, merge, adapt or translate the ROIstars Technology ; (g) contest, challenge or otherwise make any claim or take any action adverse to ROIstars’s ownership of, or interest in, the ROIstars Technology ; (h) re‑use, disseminate, copy, or otherwise use the ROIstars Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of ROIstars or any third party; (i) remove, alter or obscure any trademark notice, copyright notice or any other proprietary notice from the ROIstars Technology, unless and to the extent permitted in accordance with Section 2.1(b);(j) circumvent, disable, or interfere with security‑related or rate‑limiting features of the ROIstars Technology or features that limit, prevent or restrict use, access to, or copying of the ROIstars Technology, or that enforce limitations on the use of the ROIstars Technology; (k) reverse engineer, decompile, unbundle, disassemble, or create derivative works based on the whole or any part of the ROIstars Technology unless, and to the limited extent that, applicable laws of Customer’s jurisdiction require ROIstars to give Customer the right to do so to obtain information necessary to render the ROIstars Technology interoperable with other software; provided, however, that Customer must first request such information from ROIstars, and ROIstars may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code for the ROIstars Technology to ensure that ROIstars and its licensors’ proprietary rights in the source code for the ROIstars Technology are protected; (l) impose (or which may impose, in ROIstars’s sole discretion) an unreasonable or disproportionately large load or strain on the Platform; (m) automatically publish or make generally available any Outputs without human intervention, review and approval; (n) use the Platform otherwise than in strict accordance with any terms, conditions and policies of the provider of any Third‑Party Service or Connected Application (as applicable) (“Third-Party Terms”); (o) use the ROIstars Technology, any Outputs and/or any  Work Products in any manner or for any purpose that contradicts the restrictions set forth in Appendix A (Use‑based Restrictions); or (p) take any action designed or intended to do any of the foregoing. ROIstars may immediately suspend the provision of any access to the Platform and/or any and all other parts of the Services for any breach of the foregoing restrictions.

6. WARRANTIES AND DISCLAIMERS

6.1 Limited Warranties. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, the requisite power, capacity and authority to enter into this Agreement, to perform and carry out its the obligations under this Agreement and to grant any licenses granted under this Agreement. ROIstars warrants that, during the Term, the Platform will materially conform to the then‑current Documentation when used in accordance with that Documentation and the provisions of this Agreement; provided that such warranty shall not apply: (a) in the event that Customer or any Authorised User has breached any of the restrictions outlined in Section 5;or (b) to any defects or issues arising as a result of any use of the Platform in combination with other products, hardware, equipment, software, or data not expressly authorised by ROIstars to be used with the Platform.

6.2 Disclaimer. Except as expressly provided in this Agreement, the Platform, Services, Work Products and the Outputs are provided “as is” and to the fullest extent permitted by law, ROIstars disclaims all other conditions, warranties, representations, undertakings, or other terms which might have effect between the Parties with respect to the Platform, Services, Work Products and/or the Outputs, or otherwise be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, non‑infringement, ability to achieve a particular result or arising from course of dealing or usage of trade. Furthermore, Customer acknowledges that ROIstars: (a) gives no express or implied warranty, representation, nor undertakings that the Outputs do not infringe third party rights (including Intellectual Property Rights), nor that any contents, findings or materials created or otherwise derived from use of Platform will constitute valid, subsisting or enforceable Intellectual Property Rights and/or be capable of registration in any jurisdiction; (b) does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, legality, originality, reliability, performance, appropriateness, fitness for purpose or any other attributes of any Outputs; and (c) shall not be, unless and to the extent expressly agreed otherwise as part of any Services, responsible for reviewing or attempting to verify the accuracy or currency of any Outputs. Customer shall be solely responsible for Customer’s use of the Platform, the Services and any Output and, unless and to the extent expressly agreed otherwise as part of any Services, for evaluating the fitness of any Output as appropriate for Customer’s specific use case or any other purpose.

7. CUSTOMER DEPENDENCIES

Customer shall: (a) implement and maintain effective security policies and procedures to prevent unauthorised disclosure of Access Credentials and unauthorised access to the Platform; (b) secure any systems and devices Customer uses to access the Platform; ( c ) ensure that all Authorised Users of the Platform have installed, and access the Platform via the Platform Interface, using a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by ROIstars from time to time; (d) ensure that it has an internet connection with adequate bandwidth for Authorised Users to access and use the Platform; (e) ensure that it maintains connectivity to the extent necessary to prevent network performance degradation; and (f) maintain all necessary back‑up copies of all Inputs, Outputs and Connected Data, and Customer acknowledges that it, and not ROIstars, is solely responsible for doing so.

8.             THIRD-PARTY SERVICES AND CONNECTED APPLICATIONS

8.1 Third-Party Services. Certain elements of the Platform may incorporate functionality of, or enable access to, certain third‑party tools, systems, applications and/or platforms (including certain third‑party artificial intelligence models, algorithms, and platforms) (“Third‑Party Services”).The incorporation of the functionality of, or Customer’s and its Authorised Users’ ability to access, certain Third-Party Services via the Platform will vary depending upon the particular ‘Magic Tools’ enabled or disabled by Customer through its configuration of the Platform and/or particular Workspaces.  Customer acknowledges that by using the Platform (including through its configuration of relevant ‘Magic Tools’, as and where applicable), it is instructing ROIstars to share any Inputs, Outputs and/or Connected Data with the relevant providers of such Third‑Party Services to the extent necessary to facilitate such functionality or access. Customer acknowledges that Customer and/or its Authorised Users may be required to enter into certain agreements with the providers of such Third‑Party Services and in the event the relevant agreements are not entered into, Customer and/or its Authorised Users may be unable to access: (a) such Third‑Party Services; and/or(b) any or all of those elements or functionalities of the Platform that rely upon such Third‑Party Services.  

8.2 Connected Applications. Certain elements of the Platform may permit or enable Customer and/or its Authorised Users to link or otherwise connect or integrate Customer’s Connected Applications to the Platform (including via custom or pre-built integrations). By connecting any Connected Application to the Platform, Customer (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Platform; (b) instructs ROIstars to access and/or share any Inputs, Outputs and/or Connected Data with the relevant providers of such Connected Applications and (c) is in agreement with the relevant third-party services and connected applications terms outlined in, but not limited to, Appendix B. Customer acknowledges and agrees that ROIstars may access Connected Data so that it may be used in accordance with the terms of this Agreement.

8.3 General.  Customer acknowledges that such Third‑PartyServices and any Connected Applications are not under ROIstars’s control and ROIstars is not responsible for those Third‑Party Services nor Connected Applications, and ROIstars will have no liability for any unavailability or failure of any Third‑Party Service or Connected Application, or any third-party provider’s decision to discontinue, suspend or terminate any Third‑Party Service or Connected Application. To the fullest extent permitted by law, Customer expressly disclaims any and all express or implied conditions, warranties, representations, undertakings, or other terms of any nature relating to Third‑Party Services or Connected Applications.

9. DATA PROTECTION

The ROIstars Data Processing Addendum shown from time to time at: https://www.roistars.com/legal/data-processing-addendum or any successor webpage (the “DPA”) shall apply in accordance with its terms in relation to ROIstars’s Processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to ROIstars’s Processing of Customer Personal Data. Any capitalised terms used in this Section 9, but not defined in this Agreement, shall have the meaning given to them in the DPA.

10. INDEMNITIES

10.1 ROIstars Indemnities. Subject to Sections 10.2and 10.3, ROIstars shall indemnify: (a) Customers with a ‘ROIstars Pro’ Subscription from and against Losses incurred by such Customers as a result of amounts awarded in judgment or settlement of any third party Claim against Customer alleging that any Output infringes, misappropriates or violates the Intellectual Property Rights of that third party; and(b) Customer from and against Losses incurred by Customer as a result of amounts awarded in judgment or settlement of any third party Claim against Customer that Customer’s use of the Platform (excluding always any Outputs or any use thereof) within the scope of the rights granted to Customer under this Agreement, infringes, misappropriates or violates the Intellectual Property Rights of a third party. The obligations set forth in this Section 10.1 as they may apply in the circumstances shall constitute ROIstars’s entire liability and Customer’s sole remedy for any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights of a third party arising out of or in connection with this Agreement.

10.2 Customer obligations. Customer shall: (a) notify ROIstars in full, accurate and complete detail inwriting promptly (and in any event within two (2) Business Days) after it becomes aware of any event or any Claim, which it believes may give rise to a claim for indemnification under Section 10.1 (an “Indemnified Claim”); (b) allow ROIstars sole authority to control the defense and settlement of any Indemnified Claim; (c) provide ROIstars with all reasonable cooperation in the defense of such Indemnified Claim; and (d) not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of ROIstars. In relation to any Indemnified Claim, at its option, ROIstars may elect to: (x) modify or replace all or any relevant part of the Platform so that it becomes non‑infringing; (y) obtain any required license(s)to use the applicable third‑party Intellectual Property Rights; or (z)terminate this Agreement on written notice to Customer and refund to Customer any pre‑paid Fees pro‑rated to reflect the remainder of the Initial Term or then‑current Renewal Term (as applicable).

10.3 Exclusions. ROIstars shall have no liability whatsoever to Customer under either indemnity set out in Section 10.1 (as and where applicable) in respect of any Indemnified Claims based on or arising directly or indirectly as a result of:(a) any breach of this Agreement (including the restrictions outlined in Section 5);(b) any use of the Platform in combination with other products, hardware, equipment, software, data or other Content not expressly authorised by ROIstars to be used with the Platform; (c) any modification of the Platform by any person other than ROIstars or its expressly authorised agents or any third party that performs any element of the Services for or on behalf of ROIstars; (d) the Inputs and/or Connected Data and/or any use thereof by ROIstars, Customer or any third party; (e) any Third‑Party Services (save to the limited extent, in respect of Customers with a ‘ROIstars Pro’ Subscription only, such liability arises under Section 10.1(a)); (f) any Connected Applications; (g) any Beta Products (including any use of the Platform in conjunction with any Beta Products); (h) in respect of Customers with a ‘ROIstars Standard’ Subscription only, any Outputs or any use whatsoever of any Outputs; or(i) in respect of Customers with a ‘ROIstars Pro’ Subscription only, who may benefit from the indemnity set out in Section 10.1(a): (i) any modification to any Output by any person other than ROIstars or its expressly authorised agents or any third party that performs any element of the Services for or on behalf of ROIstars; (ii) use of any Output by any person in connection with any Content (including Customer’s Inputs) that, alone or in combination, infringe, misappropriate or violate any third party’s Intellectual Property Rights; or (iii) Customer’s or its Authorised Users’ intentional, negligent or reckless generation of an Output that infringes, misappropriates or violates any third party’s Intellectual Property Rights.

10.4 Customer Indemnity. In respect of Customers with a ‘ROIstars Standard’ Subscription only, Customer agrees to indemnify ROIstars on demand for, and hold harmless ROIstars from and against, any and all Losses suffered or incurred by ROIstars arising out of or in connection with any third party Claim brought, made or threatened against ROIstars that: (a) any Inputs, Outputs, Connected Data or Customer’s Marks infringes, misappropriates or violates the rights (including Intellectual Property Rights) of any third party; and/or (b) otherwise arises or results from: (i)the use, licensing, sale, development, import, export, exploitation, modification, enhancement, improvement of or to, and/or or reliance upon, any Outputs; or (ii) Customer’s breach of this Agreement and/or violation of applicable law.

11.           LIMITATION OF LIABILITY

11.1 Unlimited Liability. Nothing in this Agreement limits or excludes the liability of either Party: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation;( c ) under the indemnities under Section 10.1(b) and Section 10.4; (d) for any other act, omission, or liability which may not be limited or excluded by applicable law; or (e) in respect of Customer, Customer’s liability to pay ROIstars any sums due and payable under this Agreement.

11.2 Exclusions. Subject only to Section 11.1, ROIstars shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising),misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any (i) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (ii) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with this Agreement and even if ROIstars was aware of the possibility that such loss or damage might be incurred; or (b) any loss, damage or liability (in each case whether direct or indirect) arising as a result of (i)Customer’s or any third party’s use of any Output (save to the limited extent, in respect of Customers with a ‘ROIstars Pro’ Subscription only, such liability arises under Section 10.1(a)); (ii)any loss or corruption of data or information; (iii) any breach, non‑performance or any other default by Customer under this Agreement; (iv) any failure by Customer to comply with any applicable law, regulation or applicable code of practice; and/or (v) Customer’s failure to ensure each Authorised User maintains the confidentiality of its Access Credentials.

11.3 Cap. Subject to Section 11.1 and 11.2, ROIstars’s total aggregate liability to Customer: (a) under the indemnity given by ROIstars in Section 10.1(a) to Customers with a ‘ROIstars Pro’ Subscription, shall under no circumstances exceed one hundred per cent (100%) of all Fees paid by Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events)giving rise to an Indemnified Claim for the specific Workspace used to generate the Output that is the subject of that Indemnified Claim; and (b) in respect of any and all other Claims(whether in contract, tort (including negligence or breach of statutory duty),misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement shall under no circumstances exceed one hundred per cent (100%) of the Fees paid by Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to a Claim against ROIstars for the specific Workspace(s) which form the subject matter of that Claim – provided that, the existence of more than one Indemnified Claim, Claim, or event (or series of connected events) from which liability arises shall not enlarge the limits set out in this Section 11.3.

12. TERM AND TERMINATION

12.1 Commencement and duration. Unless terminated earlier pursuant to the terms of Section 12.2, this Agreement shall: (a) commence on the effective date of this Agreement and continue for the Initial Term; and (b) automatically renew for further successive Renewal Terms at the end of the Initial Term and at the end of each Renewal Term, unless: (y) in respect of Customers with a ROIstars Pro Subscription, either Party gives written notice to the other Party not later than sixty (60) days before the end of the Initial Term or then‑current Renewal Term to terminate this Agreement upon the expiry of the Initial Term or then‑current Renewal Term; or (z) in respect of Customers with a 'ROIstars Starter’ or ‘ROIstars Standard’ Subscription, either: (i) Customer elects to cancel its subscription prior to the commencement of any Renewal Term through its configuration of the relevant settings within Customer’s account for the Platform; or (ii) ROIstars gives Customer notice before the end of the Initial Term or then‑current Renewal Term to terminate this Agreement upon the expiry of the Initial Term or then‑current Renewal Term.

12.2 Termination. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party: (a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or (b) becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. The Parties acknowledge and agree that failure by Customer to pay any Fees when due shall constitute a ‘material breach’ for the purposes of Section 12.2(a).

13. CONSEQUENCES OF TERMINATION

13.1 Consequences. On termination of this Agreement: (a) notwithstanding Section 4,Customer shall promptly (and in any event within ten (10) Business Days of the date of termination) pay ROIstars any outstanding balances owing to ROIstars under this Agreement; (b) any and all licenses, permissions and authorisations granted to Customer and/or its Authorised Users by ROIstars under this Agreement will terminate automatically; ( c ) ROIstars shall delete and destroy any Dedicated Model(s) and shall certify inwriting (on request from Customer) that it has complied with its obligations under this Section 13.1( c ); (d) cease to collect Connected Data for Customer and disable any connections to Connected Applications ; and (e) subject to Section 13.1( c ), each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify (on request from the other Party) inwriting that all such Confidential Information and copies thereof have been destroyed.

13.2 Limitations. Any obligation to return, destroy or permanently erase Confidential Information outlined in Section 13.1 shall not apply: (a) in respect of any Confidential Information, that ROIstars may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; (b) in respect of any Confidential Information retained by a Third‑Party Service or Connected Application, in accordance with any relevant Third-Party Terms; and ( c ) to any Confidential Information that is retained by ROIstars on electronic back‑up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the provisions of Section 14 shall continue to apply to ROIstars’s retention of any such Confidentia lInformation at all relevant times.

13.3 Survival and accrued rights. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

14. CONFIDENTIAL INFORMATION

In this Agreement, “Confidential Information” means any information that is clearly labelled or identified as confidential, or reasonably ought to be treated as being confidential, and includes the ROIstars Technology. Confidential Information excludes: (a) any information which: (i) is or becomes publicly known other than through a breach of this Agreement; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body; and (b) in the context of Customers with a ‘ROIstars Standard’ Subscription only, Outputs to the extent used under the licence set out in Section 3.5.Each Party will hold the other’s Confidential Information in confidence and, except as otherwise provided in this Agreement, not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality; provided that ROIstars may make available Customer’s Confidential Information to the providers of any relevant Third‑Party Service and/or Connected Application to be used under and in accordance with any relevant Third‑Party Terms. In respect of any Third-Party Service, ROIstars shall ensure that any Third‑Party Terms provide  for substantially equivalent duties of confidentiality to those set out in this Section 14.Neither Party will use the other’s Confidential Information for any purpose other than the implementation and performance of this Agreement.

15. GENERAL

15.1 Marketing. Customer acknowledges and agrees that ROIstars may, and Customer hereby grants ROIstars a right and licence to, include Customer’s name, the Authorised Brand and a description of the technology and services provided to Customer in respect of the Authorised Brand under this Agreement in case study marketing content, lists of or references to any of ROIstars’s clients on its website and/or in proposals, and in other marketing materials.

15.2 Feedback. If Customer provides feedback,s uggestions or recommendations to ROIstars regarding the ROIstars Technology and/or Services (“Feedback”), Customer hereby grants ROIstars an unrestricted, unconditioned, irrevocable and perpetual right and licence to freely use and exploit such Feedback without any requirement of compensation.

15.3 Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control (including, in respect of ROIstars, any failure resulting from the action or omission of a provider of any Third‑Party Service and/or any Connected Application, or any unavailability of a Third‑Party Service and/or any Connected Application, resulting from circumstances beyond ROIstars’s reasonable control) (a “Force Majeure Event”). If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

15.4 Subcontracting. ROIstars may engage any third party to perform its obligations under this Agreement (including to providers of Third-Party Services), provided that ROIstars shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein).

15.5 Assignment. The Customer will not assign, transfer, charge, sub‑contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of ROIstars; provided that, Customer may, with not less than five(5) Business Days’ prior notice to ROIstars, assign the benefit of this Agreement(in whole and not in part) in connection with Customer undergoing a change of control (with “control” for these purposes meaning the power of a person to secure that the affairs of Customer are conducted in accordance with the wishes of that person either: (a) by means of the holding of shares, or the possession of voting power, in or in relation to Customer or any other entity; or (b) as a result of any powers conferred by the articles of association or any other document regulating Customer or any other entity). ROIstars may at any time freely assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.6 Variation. In respect of Customers with a ‘ROIstars Standard’ Subscription only: (a) in addition to any other variation rights set out herein, ROIstars may amend this Agreement from time to time by posting a new copy of these Terms and Conditions on this webpage or a successor page or otherwise providing Customer with notice of such amendment;(b) if Customer does not agree to any such amendment, Customer must and shall stop using the Platform and the Services; and (c) Customer’s continued use of the Platform and/or the Services after any amendment constitutes Customer’s binding acceptance of such amendment, provided that ROIstars may also require Customer to further evidence such acceptance in a specified manner prior to continued use  of the Platform and/or the Services. In respect of Customers with a ‘ROIstars Pro’ Subscription only: unless and only to the extent expressly permitted in this Agreement, no variation of this Agreement shall be effective unless it is inwriting and signed by the Parties (or their authorised representatives).

15.7 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.8 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation.

15.9 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

15.10 Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

15.11 Governing law and jurisdiction. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non‑contractual obligation) shall be governed by, and construed in accordance with, the laws of India. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non‑contractual obligation) (for the purposes of this Section 15.11, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of India and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may been forced in any court of competent jurisdiction.‍