ROAM Intelligence (\"ROAM\") will provide Customer with access to the ROAM Intelligence platform and APIs (the \"Services\") in accordance with the subscription tier elected at checkout (the \"Order\"). Customer's use of the Services is governed by these Master Services Agreement terms (the \"MSA\"), the Order, the Data Processing Agreement, the Acceptable Use Policy, and the Privacy Policy.
Subject to Customer's compliance with this MSA, ROAM grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services during the subscription term solely for Customer's internal business purposes and, where the Order includes OEM/embed rights, for embedding into the single named OEM product declared at signup.
Customer will pay the fees set out in the Order. Fees are billed in advance through Stripe (or by invoice for approved NGOs) and are non-refundable except as expressly stated. Usage-based fees (API calls, embedded widget queries, and seats above the included tier) are charged in arrears based on metered events.
The MSA begins on the date Customer accepts it and continues for the subscription term selected in the Order, automatically renewing unless either party gives notice of non-renewal at least thirty (30) days before the renewal date. Either party may terminate for material breach uncured after thirty (30) days' written notice.
Customer retains all rights in data Customer submits to the Services. ROAM's processing of Customer Personal Data is governed by the Data Processing Agreement, which is incorporated by reference and forms part of this MSA.
Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and not less than a reasonable degree of care.
ROAM warrants that the Services will perform materially in accordance with the documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED \"AS IS\" AND ROAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Each party will defend and indemnify the other against third-party claims to the extent arising from the indemnifying party's gross negligence, willful misconduct, or breach of this MSA.
EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) AMOUNTS PAYABLE UNDER THE ORDER, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
This MSA is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The exclusive venue for any dispute is the state and federal courts located in Delaware.
By clicking \"I agree\" at checkout, an authorized representative of Customer accepts this MSA on Customer's behalf and represents that they have authority to bind Customer.
This Master Services Agreement is also referenced from the Data Processing Agreement and the Terms of Service.