Terms and Conditions

Effective Date: December 12, 2024

Last Updated: December 12, 2024

These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Rover App, LLC, a Delaware limited liability company ("Rover," "Company," "we," "us," or "our"), governing your access to and use of the Rover platform, services, website, and any related applications (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use our Services.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ROVER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 "DISPUTE RESOLUTION AND GOVERNING LAW" BELOW FOR DETAILS REGARDING ARBITRATION.

1. Definitions

"Account" means the user account you create to access and use the Services.

"AI Agent" means the artificial intelligence-powered automation system provided through the Services that performs tasks on your behalf.

"Authorized Users" means individuals authorized by you to access and use the Services under your Account.

"Confidential Information" means any non-public information disclosed by either party to the other, including business information, technical data, trade secrets, and proprietary information.

"Customer Data" means any data, content, or information you upload, submit, or transmit through the Services.

"Documentation" means the user guides, help documentation, and other materials we provide describing the functionality and use of the Services.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

"Services" means the Rover platform, including all AI automation capabilities, integrations, APIs, and related features.

"Subscription" means the subscription plan you purchase to access the Services.

2. Acceptance of Terms

2.1 Agreement to Terms

By creating an Account, accessing the Services, or clicking "I agree" (or similar affirmation), you represent that:

You are at least 18 years of age
You have the legal capacity to enter into this Agreement
If accepting on behalf of an organization, you have authority to bind that organization to this Agreement

2.2 Modifications

We reserve the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated terms on our website or sending you an email. Your continued use of the Services after such modifications constitutes acceptance of the updated terms.

3. Account Registration and Security

3.1 Account Creation

To access the Services, you must create an Account by providing accurate, current, and complete information. You agree to update your information to maintain its accuracy.

3.2 Account Security

You are responsible for:

Maintaining the confidentiality of your Account credentials
All activities that occur under your Account
Immediately notifying us of any unauthorized access or security breach

3.3 Account Restrictions

You may not:

Share your Account credentials with third parties
Create multiple Accounts to circumvent restrictions
Transfer your Account without our prior written consent

4. Services Description

4.1 AI Automation Services

Rover provides AI-powered automation services that can:

Execute tasks based on your instructions and configured workflows
Integrate with third-party applications and services
Process and analyze data on your behalf
Operate on scheduled, triggered, or on-demand basis

4.2 Service Delivery via Slack

The Services are primarily delivered through Slack, a third-party messaging platform. By using our Services, you acknowledge and agree that:

We will invite you to access Rover via Slack Connect, Slack's feature for cross-organization collaboration
You must have or create a Slack workspace to use the Services
Your use of Slack is subject to Slack's own terms of service and privacy policy
We are not responsible for Slack's availability, performance, or any changes Slack may make to its platform
Communications and data transmitted through Slack are subject to Slack's data handling practices in addition to ours
You are responsible for ensuring your Slack workspace settings comply with your organization's security and compliance requirements

4.3 Service Limitations

You acknowledge that:

AI systems may produce errors or unexpected results
Services are subject to the limitations and disclaimers set forth in Section 10
We may modify, suspend, or discontinue features with reasonable notice
Service availability is subject to scheduled maintenance and updates
Service availability depends on third-party platforms including Slack

4.4 Human-in-the-Loop

Our AI Agent is designed to seek clarification when uncertain. However, you remain responsible for reviewing outputs and ensuring accuracy for critical business decisions.

5. Subscription and Payment

5.1 Subscription Plans

Access to the Services requires a paid Subscription. Subscription details, including pricing and features, are provided during the sign-up process and may vary based on your selected plan.

5.2 Billing Frequency

We may, at our discretion, offer Subscriptions billed on various cadences, including but not limited to:

Annual billing (billed once per year in advance)
Monthly billing (billed each month in advance)
Other billing frequencies as we may offer from time to time

The billing frequency available to you will be specified during the sign-up process or in your order form. Different billing frequencies may have different pricing.

5.3 Payment Terms

Subscription fees are billed in advance according to your selected billing frequency
All fees are non-refundable except as expressly stated herein or required by law
You authorize us to charge your designated payment method for all applicable fees
Prices are exclusive of applicable taxes, which you are responsible for paying

5.4 Free Trials

We may offer free trial periods at our discretion. If you do not cancel before the trial ends, you authorize us to charge the applicable Subscription fee.

5.5 Refund Policy

We offer a 30-day money-back guarantee from the start of your paid Subscription. Refund requests must be submitted in writing to hi@rover.app.

5.6 Price Changes and Renewal Pricing

We may change Subscription prices with 30 days' advance notice. Price changes will take effect at your next renewal period.

Renewal Pricing Review: At the end of each Subscription term (typically annually), we will review your usage of the Services. Based on this review, we may offer you a different price point for the subsequent renewal term that reflects your actual usage patterns, business needs, and the value delivered. We will notify you of any proposed pricing changes at least 30 days before your renewal date, and you will have the opportunity to accept the new pricing or cancel your Subscription before the renewal takes effect.

5.7 Custom Pricing

Pricing is determined based on your specific use case, scale, and requirements. Your agreed-upon pricing will be specified in your order form or account settings.

6. Acceptable Use Policy

6.1 Permitted Use

You may use the Services only for lawful business purposes in accordance with this Agreement and applicable laws.

6.2 Prohibited Conduct

You agree not to:

Use the Services for any illegal, fraudulent, or harmful purpose
Violate any applicable laws, regulations, or third-party rights
Transmit malware, viruses, or other malicious code
Attempt to gain unauthorized access to our systems or networks
Interfere with or disrupt the Services or servers
Reverse engineer, decompile, or disassemble the Services
Use the Services to send spam or unsolicited communications
Impersonate any person or entity
Use the Services to process sensitive personal data without appropriate safeguards
Circumvent any access controls or usage limits
Resell, sublicense, or redistribute the Services without authorization

6.3 Third-Party Services

If you integrate the Services with third-party applications, you are responsible for complying with those services' terms and ensuring appropriate permissions.

6.4 Third-Party AI and Technology Providers

Our Services utilize third-party artificial intelligence providers and other technology vendors to deliver functionality. By using our Services, you acknowledge and agree that:

We may transmit necessary Customer Data to third-party AI providers (such as OpenAI, Anthropic, Google, and others) to process your requests and perform automated tasks
These third-party providers are required under our agreements with them not to use your Customer Data to train their general-purpose AI models
We select providers who maintain appropriate security and privacy standards
The specific providers we use may change over time as we improve our Services
We are not responsible for the acts or omissions of third-party providers, though we exercise reasonable care in selecting them

We maintain a list of our key technology subprocessors, which is available upon request by contacting hi@rover.app.

7. Customer Data

7.1 Ownership

You retain all ownership rights to your Customer Data. We do not claim ownership of any content you submit to the Services.

7.2 License Grant

You grant us a limited, non-exclusive license to access, process, and use Customer Data solely to provide and improve the Services.

7.3 Data Processing

We process Customer Data in accordance with our Privacy Policy. You represent that you have obtained all necessary consents for any personal data you submit.

7.4 Data Security

We implement commercially reasonable security measures to protect Customer Data. However, no system is completely secure, and we cannot guarantee absolute security.

7.5 Data Retention

Upon termination, we will retain your Customer Data for a reasonable period to allow you to export it. After such period, we may delete Customer Data in accordance with our data retention policies.

8. Intellectual Property

8.1 Rover Intellectual Property

We own all Intellectual Property Rights in the Services, including the platform, AI models, algorithms, software, documentation, and branding. This Agreement does not transfer any ownership rights to you.

8.2 License to Use Services

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes during your Subscription term.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into our products and services.

8.4 Output Ownership

Subject to our Intellectual Property Rights and the rights of third parties, you own the outputs generated by the Services based on your Customer Data and instructions.

9. Confidentiality

9.1 Obligations

Both parties agree to:

Protect the other party's Confidential Information with reasonable care
Use Confidential Information only for purposes of this Agreement
Not disclose Confidential Information to third parties without consent

9.2 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Was rightfully known before disclosure
Is independently developed without use of Confidential Information
Is required to be disclosed by law

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

We have the right to provide the Services
The Services will perform substantially in accordance with the Documentation
We will provide the Services with reasonable skill and care

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.3 AI Limitations

YOU ACKNOWLEDGE THAT AI SYSTEMS ARE INHERENTLY IMPERFECT AND MAY PRODUCE ERRORS, INACCURACIES, OR UNEXPECTED RESULTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.2 Liability Cap

OUR TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

The limitations in this Section 11 do not apply to:

Your breach of Section 6 (Acceptable Use Policy)
Your indemnification obligations
Either party's breach of confidentiality obligations
Claims arising from gross negligence or willful misconduct

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Rover and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

Your use of the Services
Your breach of this Agreement
Your violation of any third-party rights
Your Customer Data

12.2 Our Indemnification

We will indemnify you against claims that the Services infringe any third-party intellectual property rights, provided you give us prompt notice, control of the defense, and reasonable cooperation. This indemnification obligation does not apply to claims arising from: (a) your modification of the Services; (b) your combination of the Services with other products, services, or data not provided by us; (c) your use of the Services in violation of this Agreement; (d) your continued use of the Services after being notified of alleged infringement; or (e) any Customer Data or third-party content.

13. Term and Termination

13.1 Term

This Agreement begins when you accept it and continues until terminated.

13.2 Termination for Convenience

Either party may terminate this Agreement:

By providing written notice at least 30 days before the end of the current Subscription term
Termination will be effective at the end of the current billing period

13.3 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches this Agreement and fails to cure within 30 days of notice
Becomes insolvent or files for bankruptcy

13.4 Effect of Termination

Upon termination:

Your access to the Services will cease
You remain liable for all accrued fees
Sections 7 (Customer Data), 8 (Intellectual Property), 9 (Confidentiality), 10 (Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions) survive termination

14. Dispute Resolution and Governing Law

14.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.

14.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between you and Rover (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration shall be conducted in English and shall take place in New York, New York, unless the parties mutually agree otherwise or the arbitrator determines that such location would impose an undue burden on either party.

The arbitrator shall have exclusive authority to resolve all Disputes, including any claim that all or any part of this arbitration agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court of law.

Judgment on any arbitration award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND ROVER AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration section shall be null and void.

14.4 Small Claims Court Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court in New York, New York, or your county of residence if the claim qualifies for small claims court jurisdiction.

14.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice of your decision to opt out to hi@rover.app within 30 days of first accepting this Agreement. Your notice must include your name, mailing address, and a clear statement that you do not wish to resolve disputes with Rover through arbitration. If you opt out, you will still be bound by all other provisions of this Agreement.

14.6 Exclusive Jurisdiction

For any Disputes not subject to arbitration or small claims court, you and Rover agree to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York, and waive any objection to venue in such courts.

14.7 Time Limitation

To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with our Privacy Policy and any order forms, constitutes the entire agreement between you and Rover concerning the Services.

15.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any provision of this Agreement is not a waiver of our right to enforce it later.

15.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without notice in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

15.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or internet or telecommunications failures.

15.6 Notices

Notices under this Agreement shall be sent to:

For Rover:

Rover App, LLC

224 W 35th St, Ste. 500

New York, New York 10001

Email: hi@rover.app

For Users:

To the email address associated with your Account. You are responsible for keeping your email address current.

15.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.8 Export Compliance

You agree to comply with all applicable export control laws and regulations in your use of the Services. You represent that you are not located in a country that is subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties.

15.9 Electronic Communications

By using the Services, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

15.10 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16. Contact Information

If you have questions about these Terms and Conditions, please contact us:

Rover App, LLC

224 W 35th St, Ste. 500

New York, New York 10001

Email: hi@rover.app

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.