ENTERPRISE SOFTWARE-AS-A-SERVICE AGREEMENT

This Enterprise Software-as-a-Service Agreement (this “Agreement”) is a binding legal agreement between you (“Customer”) and Roam HQ, Inc. (“Roam”), and sets forth the terms and conditions under which Roam will provide Customer with the Enterprise Services (as defined below). This Agreement hereby incorporates by reference the Roam HQ Terms of Use Agreement, as available at https://ro.am/terms and as may be updated from time to time (the “User Terms”). By clicking “I accept” or otherwise accessing or using the Enterprise Services in any way, Customer represents that: (1) Customer has read, understands, and agrees to be bound by this Agreement; and (2) Customer has the authority to enter into this Agreement, as an individual and/or on behalf of the entity that Customer represents, as applicable. If Customer is entering into this Agreement on behalf of an entity, then “Customer” as used herein will refer to such entity. This Agreement will become effective upon the date of Customer’s acceptance hereof (the “Effective Date”). If Customer does not agree to be bound by this Agreement, Customer may not access or use the Enterprise Services.

WHEREAS, Roam has developed, and hosts, operates, and supports, an online platform accessible through desktop, web and mobile applications through which its customers can customize, manage, and make available to such customers’ employees, colleagues, students, and/or other personnel a unique virtual office environment (the “Roam App”); and

WHEREAS, Customer desires to access, and Roam desires to make available to Customer, a unique Workplace (as defined below);

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roam and Customer (each a “Party” and collectively, the “Parties”) hereby agree as follows:

1. DEFINITIONS.

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement. Capitalized terms used but not defined in this Agreement have the meaning given in the User Terms.

1.1. “Access Protocols” means any passwords, access codes, or other documentation as may be necessary to allow Customer and any Authorized Users of Customer to access and use the Workplace.

1.2. “Administrator” means one or more Authorized Users who are designated by Customer to (i) oversee the onboarding of Authorized Users and Guests to the Workplace, (ii) grant permissions to Authorized Users to access various sections of the Workplace; and (iii) customize Workplace settings, including without limitation any privacy or content access settings.

1.3. “Admin Portal” means the user interface and related services through which an Administrator can set Access Protocols, view and manage Fees, and otherwise customize or manage Customer’s Workplace.

1.4. “Applicable Laws” means all applicable laws, statutes, ordinances, regulations, rules, and self-regulatory guidelines including, without limitation, Privacy Laws.

1.5. “On-It” has the meaning given in Section 6.6.

1.6. “Authorized User” means any current employee, consultant, colleague, student, or agent of Customer, who is authorized by Customer to access and use Customer’s Workplace pursuant to the terms and conditions of this Agreement; provided, however, that any consultant’s or agent’s access to and use of the Workplace shall be limited to the scope of its relationship with and provision of services to Customer.

1.7. “Coworker” has the meaning given in Section 6.6.

1.8. “Customer Content” means any data, media, documents, content, and other materials that Customer creates, uploads, records or captures, or otherwise makes available to Roam hereunder.

1.9. “Documentation” means any technical materials made available by Roam to Customer, whether in hard copy or electronic form, describing the use and operation of the Roam App, as may be updated from time to time.

1.10. “Enterprise Services” means Roam’s provision to Customer of access to and use of the Workplace as set forth herein, and all related hosting, maintenance, and support services made available by Roam to Customer hereunder.

1.11. “Fees” mean the fees due to Roam for the Enterprise Services.

1.12. “Guest” means an individual end user who is authorized by the Administrator or another Authorized User to temporarily access and use specific areas, features, or functionalities of the Workplace, in such individual’s capacity as an invited guest of Customer.

1.13. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) Marks; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.14. “Magic Minutes” has the meaning given in Section 6.6.

1.15. “Magic Minutes Desktop Recording” means the Magic Minutes feature for meetings that occur outside of the Workplace.

1.16. “Marks” means an entity’s names, trade names, trademarks, service marks, logos, and other brand identifiers owned and used as indicia of identity by such entity, and all rights in and to the foregoing.

1.17. “Performance Data” means technical, statistical, and performance data generated by our customers’ and end users’ use of the Roam App, and does not include any Customer Content from or in connection with which such Performance Data may have been derived.

1.18. “Personal Information” means any information that identifies, or is capable of identifying, an individual, and may include, without limitation (i) an individual’s name, social security number, date of birth, or driver’s license or other government-issued identification number; (ii) an individual’s contact information, such as an address or telephone number; (iii) financial account information; and (iv) information about an individual whose disclosure is protected or otherwise regulated by any Privacy Law.

1.19. “Privacy Laws” mean any national, international, federal, and state laws or regulations applicable to the collection, use, processing, and protection of Personal Information under this Agreement.

1.20. “User Data” means any data provided to or otherwise collected by the Roam App by or with respect to an Authorized User or Guest.

1.21. “Workplace” means the unique instance of the Roam App made available by Roam to Customer hereunder, as accessed through Roam’s proprietary desktop, web, and mobile applications, and includes features, functions, and services (including On-It, Coworker, Magic Minutes and Magic Minutes Desktop Recording) that may integrate with or depend on Third-Party Services, as further described herein.

2. SERVICES; RESTRICTIONS; EULAS; MODIFICATIONS.

2.1. Enterprise Services.

Subject to the terms and conditions of this Agreement, Roam shall provide the Enterprise Services to Customer. On or as soon as reasonably practicable after the Effective Date, Roam shall provide to Customer the Access Protocols to allow Customer to access and make available Customer’s Workplace. Customer’s Authorized Users and Guests will be granted access to the Workplace in accordance with the User Terms and any additional terms or restrictions set forth by Customer.

2.2. Hosting.

Roam shall provide for the hosting of the Workplace, provided that nothing herein shall be construed to require Roam to provide for, or bear any responsibility with respect to, any Customer or Authorized User telecommunications or computer network hardware, software, services or access. Customer shall be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Enterprise Services.

2.3. Restrictions on Use.

Customer will not (and will not authorize, permit, or encourage any Authorized Users, Guests, or other third parties to): (i) allow anyone other than Authorized Users and Guests to access and use the Roam App, in each case solely in connection with Customer’s business; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Roam App unless, and to the limited extent that, applicable laws of Customer’s jurisdiction require Roam to give Customer the right to do so to obtain information necessary to render the Enterprise Services interoperable with other software; provided, however, that Customer must first request such information from Roam, and Roam may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code to ensure that Roam and its licensors’ proprietary rights in the source code for the Enterprise Services are protected; (iii) modify, adapt, or translate the Roam App; (iv) make any copies of the Roam App; (v) resell, loan, lease, distribute, or sublicense the Roam App or any portion thereof (including without limitation the Workplace); (vi) remove or modify any proprietary marking or restrictive legends placed on the Roam App; (vi) use or otherwise access the Roam App for the purpose of developing a competing service; (viii) use the Roam App in violation of any Applicable Law or for any purpose not specifically permitted in this Agreement; (ix) introduce into the Roam App any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (x) provide false or misleading information to Roam; and (xi) use the Roam App or any portion thereof (including without limitation the Workplace) for purposes of providing any medical or related healthcare service, including any telehealth services, to any third party or as an electronic health record or personal health record storage platform.

2.4. User Terms.

Each Authorized User and Guest shall be required to acknowledge and accept the User Terms. In the event of any conflict between the User Terms and this Agreement, this Agreement shall govern to the extent of such conflict.

2.5. Access Permissions.

The Administrator(s) shall have administrative access to the Workplace through the Admin Portal in accordance with Roam’s then-current functionalities and features. The Administrator(s) shall have the ability to grant Access Protocols to each Authorized User and Guest to access certain pages or sections of the Workplace. Administrator(s) shall be responsible for granting or denying and such access, and shall notify Roam promptly if any permissions require modification, or if an Authorized User’s or Guest’s account must be deactivated. Authorized Users may have the ability to add Guests without specific permission from the Administrator, subject to Customer’s settings and the then-current functionality of the Roam App. Customer acknowledges and agrees that Customer is solely responsible for all activity that occurs on behalf of its Authorized Users’ and Guests’ accounts or other means of access to the Roam App, and for such Authorized Users’ and Guests’ compliance with this Agreement. Customer shall prevent unauthorized access to, or use of, the Enterprise Services (including Customer’s Workplace) and notify Roam promptly of any such unauthorized access or use known to Customer.

2.6. Modifications; No Contingency for Future Commitments.

Roam may, in its sole discretion, modify the Roam App or any portion thereof from time to time by adding, deleting, or modifying features to improve the user experience; provided, however, that during the Term, such additions, deletions, or modifications to features will not materially decrease the overall functionality of the Roam App. Unless otherwise expressly agreed by the Parties in writing, Customer agrees that payment of the Fees under this Agreement is not contingent on the delivery of any future functionalities or features of the Roam App, or any other future commitments with respect to the matters contemplated hereunder, except as expressly set forth in this Agreement.

2.7. Compliance.

Roam has the right, but not the obligation, to monitor Customer’s and its Authorized Users’ and Guests’ compliance with this Agreement and all Applicable Laws. If Customer, Authorized Users, or any Guests are using the Workplace in any manner not in compliance with this Agreement, it shall be deemed a breach by Customer of this Agreement.

2.8. Third-Party Services.

The Roam App may include, or be dependent on, certain third-party data, device graphs, software components, application programming interfaces, and other items, including AI Tools (the “Third-Party Services”). Roam agrees that throughout the Term, Roam will make commercially reasonable efforts to maintain all rights and licenses in and to the Third-Party Services that are necessary to ensure that Customer and its Authorized Users and Guests can use the Workplace in the manner contemplated in this Agreement. ROAM, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST. FOR THE AVOIDANCE OF DOUBT, CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT CUSTOMER’S USE OF THE WORKPLACE OR OTHER ENTERPRISE SERVICES IN CONNECTION WITH ANY THIRD-PARTY SERVICES COMPLIES WITH THE TERMS AND PRIVACY POLICIES OF SUCH THIRD-PARTY SERVICES.

3. INTELLECTUAL PROPERTY, CUSTOMER CONTENT, AND DATA.

3.1. Ownership.

All right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Roam App, the Documentation, and any other information, data, or analytics provided by Roam, and all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Roam. Subject to Section 3.3 and Section 3.4, as between the Parties, all right, title, and interest in and to the Customer Content, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Customer.

3.2. License Grant.

Subject to the terms and conditions of this Agreement, Roam grants to Customer a non-exclusive, non-transferable license, solely during the Term (as defined below) and solely for Customer’s internal business purposes, and not for the benefit of any third party (other than Authorized Users and Guests), to: (a) to access and use the Roam App in accordance with the Documentation; and (b) use and reproduce a reasonable number of copies of the Documentation solely as necessary to support Customer’s use of the Enterprise Services.

3.3. Customer Content.

Subject to the terms and conditions of this Agreement including Section 3.4 below, Customer hereby grants to Roam an irrevocable, non-exclusive, transferable, sublicensable, royalty-free right and license during the Term to store, access, reproduce, execute, archive, modify, perform, display, distribute, and use the Customer Content as reasonably necessary to perform the Enterprise Services and to provide and improve the Roam App. For the avoidance of doubt, Roam does not use the contents of Customer’s audio or video calls, in-app chats, uploaded documents, or other messaging- or communications-based Customer Content to train any proprietary generative artificial intelligence tools. As between Roam and Customer, Customer will have sole responsibility for the accuracy, quality, and legality of the Customer Content. With respect to Roam’s use of any of Customer’s Marks, all good will arising therefrom shall inure solely to Customer’s benefit, and Roam shall use all Marks in accordance with any branding guidelines provided to Roam in writing by Customer.

3.4 Performance Data.

Roam monitors the performance and use of the Roam App by our customers and end users and collects Performance Data in connection therewith. Roam shall not use or disclose any such Performance Data in a manner that could reasonably be used to identify Customer, its Authorized Users, its Guests, or any individual.

3.5. Data Security.

The Parties shall comply with the terms and conditions of Roam’s data processing addendum, as made available at https://ro.am/dpa (the “DPA”). The DPA is incorporated into and made a part of this Agreement.

3.6. Protected Health Information.

The Parties shall, if applicable, comply with the terms and conditions of Roam’s business associate agreement, as made available at https://ro.am/baa (the “BAA”). The BAA is incorporated into and made a part of this Agreement.

4. FEES AND PAYMENT.

4.1. Fees and Payments.

The Fees for the Enterprise Services are currently assessed based on the monthly active Authorized Users in your Workplace as set forth at the time you sign up or as otherwise accessible through the Admin Portal, and as may be updated from time to time upon notice to Customer. Any updated Fees will go into effect in the billing cycle following such update, and Customer’s ongoing use of any Enterprise Services following such update shall constitute Customer’s acceptance to the updated Fees. If Customer does not wish to accept any updated Fees, Customer’s sole remedy is to immediately stop using the affected Enterprise Services and/or to terminate this Agreement. All amounts are due and payable to Roam upon receipt of invoice. All Fees are non-cancelable, and, unless otherwise set forth herein, non-refundable.

4.2. Free Trials and Promotions.

Any free trial or other promotion (“Promotion”) offered in writing by Roam that provides Customer-level access to the Enterprise Services or other preferential fee rates of any sort must be used within the specified time of the Promotion. At the end of the Promotion period, your use of the applicable Enterprise Services or other preferential access will expire and any further use of the Enterprise Services on such preferential terms is prohibited unless you pay the then-current applicable Fee, which may be based on the number of active Authorized Users in your Workplace during the Promotion period.

4.3. Taxes.

All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, and all other taxes and duties (except for any taxes on Roam’s income, which shall be paid by Roam), the costs of which such taxes and duties shall be invoiced by Roam and paid by Customer in accordance with Section 4.1. Customer will make all payments of amounts due to Roam free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of amounts due to Roam will be Customer’s sole responsibility, and Customer will provide Roam with official receipts issued by the appropriate taxing authority, or such other evidence as Roam may reasonably request, to establish that such taxes have been paid. Customer shall indemnify and hold harmless Roam in connection with any proceedings brought by any taxing authorities arising from Customer’s failure to pay the taxes for which Customer is responsible hereunder.

4.4. Late Payments.

In the event Customer fails to timely or completely pay any amount due Roam pursuant to this Agreement (except for amounts disputed by Customer in good faith), interest at the rate of one and one half percent (1.5%) per month will accrue on all past due amounts until such amounts, including accrued interest, are paid in full. Customer shall promptly reimburse Roam for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees actually incurred by Roam, to the extent necessitated by a refusal by Customer to pay Roam any undisputed amounts as and when due. In the event that any undisputed payment due to Roam is over three (3) days past due, Roam reserves the right to suspend Customer’s access to the Enterprise Services.

5. TERM AND TERMINATION.

5.1. Term.

The term of this Agreement begins on the Effective Date hereof and will remain in effect until terminated pursuant to this Section 5 (the “Term”).

5.2. Termination for Convenience.

Either Party may terminate this Agreement for convenience by giving at least thirty (30) days’ written notice to the other Party (email to suffice).

5.3. Termination for Cause.

Unless otherwise provided herein, this Agreement may be terminated only as follows: (i) in the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving thirty (30) days’ prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach before the expiration of such thirty (30) day period; (ii) this Agreement is terminable immediately without notice by a Party if the other Party: (a) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (b) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding; (c) makes an assignment for the benefit of creditors; or (d) undergoes any dissolution or cessation of business; and (iii) Roam may terminate this Agreement upon written notice to Customer under the limited circumstances set forth in Section 9.3 below.

5.4. Effect of Expiration or Termination.

Upon expiration or termination of this Agreement: (i) Customer shall pay Roam for all amounts due and payable hereunder as of the effective date of termination or expiration; (ii) all rights granted to Customer hereunder will immediately cease, and Customer and its Authorized Users and Guests will immediately cease all access and use of the Enterprise Services and Workplace, as applicable; (iii) Roam will delete Customer’s Workplace and all Customer Content contained therein; and (iv) subject to the licenses provided herein, each Party shall either return to the other Party (or, at such other Party’s instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such other Party’s Confidential Information that are in its possession or control.

5.5. Survival.

The following provisions will survive expiration or termination of this Agreement: Section 1(“Definitions”), Section 2.3 (“Restrictions on Use”), Section 2.8 (“Third-Party Services”), Section 3 (“Intellectual Property, Customer Content, and Data”), Section 4 (“Fees and Payment”),Section 5.4 (“Effect of Expiration or Termination”), this Section 5.5 (“Survival”), Section 6 (“Confidentiality; Feedback”), Section 7.3 (“Disclaimer”), Section 8 (“Limitation of Liability”), Section 9 (“Indemnification”), and Section 10 (“General Provisions”).

6. CONFIDENTIALITY; FEEDBACK.

6.1. Confidential Information.

During the Term, each Party (the “Disclosing Party”) may provide the other Party (the “Receiving Party”) with certain non-public information regarding the Disclosing Party’s business, technology, products, or services that is marked or designated by the Disclosing Party as “confidential” or “proprietary” at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information disclosed or the circumstances of disclosure (collectively, “Confidential Information”). Without limiting the generality of the foregoing, Confidential Information will include: (i) with respect to Roam, the Roam App, and any and all source code, Documentation, designs, techniques, models, research, development, ideas, processes, procedures, updates, or modifications relating thereto, and any other non-public information or material regarding Roam’s legal or business affairs, financing, customers, properties, pricing, technology, or data; (ii) with respect to Customer, the Customer Content and any other non-public information or material regarding Customer’s legal or business affairs, financing, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party (as evidenced by contemporaneous documentation); or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. For the avoidance of doubt, Protected Health Information as such term is defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations, as amended from time to time (collectively, “HIPAA”) shall not be considered Confidential Information, and shall be governed by the terms of the BAA.

6.2. Use and Disclosure of Confidential Information.

The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information of similar nature and import (but in no event no less than a reasonable degree of care). The Receiving Party will, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to the terms of this Section 6, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement and who are bound by obligations of confidentiality comparable to those set forth herein; (iii) not use such Confidential Information for Receiving Party’s, or a third party’s, own benefit; and (iv) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so; provided, however, that the Parties may disclose the terms of this Agreement if such disclosure is in connection with any audit, financing transaction, or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any employee or consultant of the Receiving Party.

6.3. Required Disclosures.

Notwithstanding anything herein to the contrary, Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for Receiving Party to enforce its rights under this Agreement or is required by applicable law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that Receiving Party promptly notifies Disclosing Party in writing of such required disclosure (to the extent permitted by law), cooperates with Disclosing Party if Disclosing Party seeks an appropriate protective order, and limits disclosure to solely that Confidential Information reasonably required to be disclosed.

6.4. Irreparable Injury.

Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.

6.5. Feedback.

Roam welcomes and encourages Customer, Authorized Users, and Guests to provide feedback, comments, and suggestions for improvements to the Workplace, Roam App, or any of Roam’s other products and services (collectively, “Feedback”). With respect to any Feedback provided, Customer acknowledges and agrees that Roam shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in the Feedback for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information, without any obligations of confidentiality or any compensation or attribution to Customer, any Authorized User, any Guest, or any other party.

6.6. Generative AI Tools.

The Roam App includes features that utilize third-party generative AI tools (“AI Tools”) including, but not limited to, in connection with On-It, Coworker, Magic Minutes, and Magic Minutes Desktop Recording.

1. “On-It” provides Customer with the ability to perform various tasks as further described within the Roam App.
2. “Coworker” provides applications that incorporate AI Tools used to perform different tasks as further described within the Roam App. Coworker applications may be created, offered, and/or customized within the Roam App by Roam, Customer or a third-party, as permitted therein.
3. “Magic Minutes” gives users the ability to create transcripts and summaries of meetings hosted on the Roam App or using Third-Party Services (in the case of Magic Minutes Desktop Recording), and provides a chatbot that can be queried about the meetings. If Customer enables Magic Minutes (or Magic Minutes Desktop Recording) for any meeting within the Roam App or a Third-Party Service (in the case of Magic Minutes Desktop Recording), Magic Minutes will generate a transcript from such meeting (a “Meeting Transcript”) and that transcript will be sent to the applicable AI Tools.
4. Notwithstanding anything to the contrary in this Agreement or any other terms referenced herein (e.g., User Terms), Customer Content, including any Customer Content included in a Meeting Transcript, will be processed in accordance with the applicable AI Tools’ terms and policies, which may include, without limitation, OpenAI’s terms at https://openai.com/policies. Customer is solely responsible for carefully reviewing such third-party terms, as Roam is not affiliated with OpenAI or any other third-party AI Tools. If Customer does not agree to the use or processing of Customer Content by OpenAI or any other applicable AI Tools, Customer should not use any feature that incorporates an AI Tool and should not enable the Magic Minutes or Magic Minutes Desktop Recording feature for Customer’s organization.
5. Any use of a feature that incorporates an AI Tool or joining any meeting in which the Magic Minutes feature has been activated is an affirmative authorization for Roam to: (i) disclose Customer Content as necessary to the third-party that provides the AI Tool; and (ii) in the case of Magic Minutes, record the applicable meeting and disclose the Meeting Transcripts to the applicable AI Tools as noted above. Roam does not provide the AI Tools, and neither Roam nor the applicable AI Tools can attest to the accuracy of any results generated from the AI Tools. Roam does not represent that the Meeting Transcripts, summaries, chatbots, or other results from the AI Tools will be accurate or suitable for Customer’s purposes. Any use of or reliance on such results from the AI Tools is undertaken at Customer’s own risk.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

7.1. Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.

7.2. Customer Representations and Warranties.

Customer represents, warrants and covenants that: (a) it has all necessary rights, approvals and consents, and has provided all notices necessary, to make the Customer Content available to Roam for use hereunder and that Roam’s use of same will not be unlawful or otherwise violate the rights of a third party; (b) the Customer Content shall not contain any viruses, worms or other malicious computer programming codes that may damage or disable any network, systems or data of Roam or any other third party; (c) any Customer Content made available hereunder or other use of the Workplace by Customer or any Authorized User or Guest will not (i) be unlawful, libelous or defamatory, (ii) infringe any right of any third party (including, without limitation, any patent, copyright, trademark, trade secret, contractual, privacy or publicity right), (iii) disparage Roam or tarnish any Roam Mark; or (iv) otherwise violate applicable law, rule, or regulation. Customer further represents and warrants that Customer (i) has provided notice and received consent from any attendee of any meeting recorded using the Magic Minutes or Magic Minutes Desktop Recording feature prior to recording such meeting, (ii) in the event any attendee of any meeting does not consent to recording using the Magic Minutes or Magic Minutes Desktop Recording feature, will ensure that such attendee is not recorded, and (iii) has all rights necessary under Customer’s agreement with any applicable Third-Party Service to use such Third-Party Service in connection with the Magic Minutes or Magic Minutes Desktop Recording features as contemplated herein. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content and User Data made available by Customer, any Authorized User, or any Guest and for Roam’s processing of such data as contemplated and authorized herein. Customer shall be responsible for delivery of all Customer Content to Roam, and Roam shall not be responsible for any liability or loss (including any loss of data) arising from Customer’s delivery of (or failure to deliver) the same.

7.3. Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE ENTERPRISE SERVICES, THE ROAM APP, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ROAM MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL LIABILITY FOR ANY INTERACTIONS BY OR BETWEEN CUSTOMER’S AUTHORIZED USERS AND/OR GUESTS, INTERACTS WITH END USERS AT ITS OWN RISK AND ROAM WILL NOT BE RESPONSIBLE FOR ANY LIABILITY INCURRED AS A RESULT OF SUCH USE OR INTERACTIONS. TO THE EXTENT THAT ROAM MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. LIMITATION OF LIABILITY.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE ENTERPRISE SERVICES, THE ROAM APP, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” ARE NOT INTENDED TO BE USED AS (I) A PLATFORM FOR THE PROVISON OF ANY MEDICAL OR RELATED HEALTHCARE SERVICE, INCLUDING ANY TELEHEALTH SERVICES OR (II) AN ELECTRONIC HEALTH RECORD OR PERSONAL HEALTH RECORD STORAGE SERVICE. AND ROAM MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL LIABILITY FOR ANY INTERACTIONS BY OR BETWEEN CUSTOMER’S AUTHORIZED USERS AND/OR GUESTS, INTERACTS WITH END USERS AT ITS OWN RISK AND ROAM WILL NOT BE RESPONSIBLE FOR ANY LIABILITY INCURRED AS A RESULT OF SUCH USE OR INTERACTIONS. TO THE EXTENT THAT ROAM MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

9. INDEMNIFICATION.

9.1. Indemnification by Roam.

Subject to Section 9.2, Roam will defend, indemnify, and hold harmless Customer and its officers, directors, managers, and employees from and against any and all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred in connection with any third-party action, claim, or proceeding (each, a “Claim”) alleging that the use of the Roam App in accordance with this Agreement infringes or misappropriates any third-party Intellectual Property Rights (“IP Infringement Claim”); provided, however, that the foregoing obligations shall be subject to Customer: (i) promptly notifying Roam of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Roam of its obligations under this Section 9.1 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing Roam, at Roam’s expense, with reasonable cooperation in the defense of the Claim; and (iii) providing Roam with sole control over the defense and negotiations for a settlement or compromise.

9.2. Exceptions to Roam Indemnification Obligations.

Roam shall not be obligated to indemnify, defend, or hold harmless the Customer for an IP Infringement Claim to the extent arising from or related to: (a) use by Customer or any Authorized User or Guest of the Roam App not in accordance with this Agreement (including without limitation the User Terms, as applicable), or in any manner or for any purpose for which the Roam App was not designed; (b) any unauthorized modifications, alterations, or implementations of the Roam App made by or at the request of Customer; or (c) any use of the Roam App in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by Roam.

9.3. Infringement Claims.

In the event that Roam reasonably determines that the Roam App is likely to be the subject of an IP Infringement Claim, Roam shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Customer the right to continue to use the Roam App as set forth hereunder; (ii) replace the infringing components of the Roam App with other components with the same or similar functionality that are reasonably acceptable to Customer; or (iii) suitably modify Roam App so that it is non-infringing and reasonably acceptable to Customer. If none of the foregoing options is available to Roam on commercially reasonable terms, Roam may terminate this Agreement without further liability to Customer, in which case Roam shall promptly provide Customer with a pro-rata refund of any Fees paid, but not used, by Customer. This Section 9.3, together with the indemnity provided under Section 9.1, states Customer’s sole and exclusive remedy, and Roam’s sole and exclusive liability, regarding infringement or misappropriation of any Intellectual Property Rights of a third party.

9.4. Indemnification by Customer.

Customer will defend, indemnify, and hold harmless Roam and its officers, directors, managers, and employees from and against any and all Losses incurred in connection with any Claim: (a) arising from Customer’s, or its Authorized Users’, gross negligence or willful misconduct; (b) arising from Customer’s, or its Authorized Users’ or Guests’, breach of the Agreement; (c) arising from any Customer Content, including any Claim asserting that such Customer Content infringes, violates, or misappropriates any third-party Intellectual Property Rights or that Customer failed to provide notice or receive consent from any third party in connection with Customer’s use of the Magic Minutes or Magic Minutes Desktop Recording feature; provided, however, that the foregoing obligations shall be subject to Roam: (i) promptly notifying Customer of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Customer of its obligations under this Section 9.4 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing Customer, at Customer’s expense, with reasonable cooperation in the defense of the Claim; and (iii) providing Customer with sole control over the defense and negotiations for a settlement or compromise.

9.5. Insurance.

Customer shall maintain, at its own cost, general liability and other appropriate insurance in an amount appropriate to the nature and scope of its business, products, and services, which is at least in an amount and of a quality reasonable and customary in Customer’s industry for companies of comparable size and activities.

10. GENERAL PROVISIONS.

10.1. Publicity.

Roam reserves the right to reference Customer as a use of the Enterprise Services on its website and in its customer lists, and to use Customer’s Marks in connection therewith.

10.2. Open Source Software.

Certain elements of the Enterprise Services are subject to “open source” or “free software licenses” (for the purposes of this section, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. No Open Source Software is licensed under any provision of this Agreement under which Roam grants Customer any license to use the Enterprise Services; instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software (for the purposes of this section, each an “OSS License”). Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS License. If required by any OSS License, Roam shall make relevant pieces of Open Source Software available to Customer in source code format upon written request.

10.3. Assignment.

Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of Roam. Roam may freely assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, with or without notice to Customer. Any assignment or other transfer in violation of this Section 10.1 will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

10.4. Waiver.

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver by such Party of any such right or remedy; nor shall a waiver by a Party of any provision of this Agreement on one occasion be deemed a waiver of any other provision or of such provision on any other occasion.

10.5. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof.

10.6. Exclusive Forum.

The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Manhattan, New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

10.7. Notices.

All notices required under this Agreement (other than routine operational communications) must be in writing. Notices shall be effective upon: (i) actual delivery to the other Party, if delivered in person, or by facsimile, or by national overnight courier; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.

10.8. Third Party Beneficiaries.

A person who is not a Party to this Agreement shall not be entitled to rely on, or enforce, any of its terms.

10.9. Independent Contractors.

The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.

10.10. Export.

Customer agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Roam, or any products utilizing such data, in violation of the United States export laws or regulations.

10.11. Severability.

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

10.12. Force Majeure.

Except for Customer’s obligations to pay any sums due hereunder, neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, earthquakes, strikes, lockouts or other labor disputes, shortages of materials or resources, invasions, riots, closing of public highways, civil unrest, war, acts of terrorism, mass disease, epidemic or pandemic (e.g., COVID-19), public health requirements, government-imposed quarantines or other governmental interventions.

10.13. Entire Agreement; Conflicts.

This Agreement, together with all other agreements which are incorporated herein and made a part hereof by this reference, contains the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. In the event that any terms of this Agreement conflict with any terms of the BAA, if applicable, the terms of the BAA shall govern and control. Except as otherwise set forth herein, no modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by authorized signatories of Customer and Roam.