Effective Date / Last Updated: December 17, 2025

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These Terms of Service (the “Terms”) are a binding agreement between roverIQ, Inc., a California corporation doing business as roverIQ™ (“roverIQ,” “we,” “us,” or “our”), and the customer that accepts these Terms (“Customer,” “you,” or “your”). roverIQ and Customer are each a “Party” and together the “Parties.”

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ACCEPTANCE OF TERMS.

Customer agrees that these Terms become legally binding upon the earliest of: (a) Customer’s execution of a proposal or other written agreement referencing these Terms; or (b) Customer’s access to or use of the Services. By signing a proposal or accessing or using the Services, Customer: (i) acknowledges that it has read and understands these Terms; (ii) agrees to be legally bound by these Terms; and (iii) represents and warrants that it has full authority to bind itself and any entity on whose behalf it is acting. If Customer does not agree to these Terms, Customer must not access or use the Services.

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PROPOSALS AND COMMERCIAL TERMS.

Any proposal, pricing summary, or statement of work provided by roverIQ is for commercial and informational purposes only. The Services are governed exclusively by these Terms. In the event of any conflict between these Terms and any proposal or similar document, these Terms shall control.

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1. DEFINITIONS

1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.

1.2 “Authorized Users” means Customer’s employees, agents, or contractors who are authorized to use the Services.

1.3 “Customer Data” means all data input into, transmitted through, or generated by Customer’s use of the Services, excluding roverIQ Materials.

1.4 “Effective Date” means the date Customer electronically accepts these Terms (including by clicking acceptance at checkout). The Effective Date also serves as the recurring monthly billing date for the subscription.

1.5 “Order Form” means any ordering document, online ordering page/checkout flow, or other ordering mechanism executed or accepted by the Parties referencing these Terms.

1.6 “roverIQ Materials” means all software, algorithms, models, documentation, processes, interfaces, and other materials owned or developed by roverIQ.

1.7 “Services” means roverIQ’s hosted voice AI agent technology and related platform services made available to Customer pursuant to an Order Form.

1.8 “Subscription Term” means the period stated in the Order Form during which Customer is authorized to access the Services.

 

2. USE OF SERVICES

2.1 Grant of Rights

Subject to Customer’s compliance with these Terms and payment of applicable fees, roverIQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.

2.2 Restrictions

Customer shall not, and shall not permit any third party to:
(a) reverse engineer, modify, or create derivative works of the Services;
(b) use the Services in violation of applicable law;
(c) interfere with or disrupt the integrity or performance of the Services;
(d) access the Services for purposes of competitive analysis, product development, or benchmarking;
(e) use the Services to develop a competing product.

2.3 Required PMS Integration (StayNTouch® Requirement)

Customer acknowledges and agrees that the proper performance, functionality, and availability of the Services require the Customer to utilize StayNTouch® as its property management system (“PMS”). Accordingly:
(a) Customer represents that it currently uses StayNTouch® as its PMS or will implement StayNTouch® prior to the go-live date.
(b) roverIQ shall have no responsibility for service failures, inaccuracies, or performance issues arising from Customer’s use of any PMS other than StayNTouch®.
(c) roverIQ may suspend or delay deployment of the Services if Customer fails to implement or maintain StayNTouch®.

Customer’s failure to maintain StayNTouch® as its PMS shall constitute a material breach of these Terms.

roverIQ expressly disclaims all responsibility and liability for any integration issues, outages, data-sync failures, configuration defects, API limitations, PMS-side downtime, or other performance problems caused in whole or in part by StayNTouch® systems, software, APIs, infrastructure, or support processes. Customer acknowledges that roverIQ does not control StayNTouch® and cannot guarantee its availability, accuracy, performance, or interoperability.

 

3. CUSTOMER RESPONSIBILITIES

Customer shall:
(a) be responsible for all use of the Services by its Authorized Users;
(b) maintain the security and confidentiality of all access credentials;
(c) comply with all instructions, documentation, and onboarding requirements issued by roverIQ;
(d) ensure all information provided to roverIQ is accurate and complete.

 

4. FEES AND PAYMENT TERMS

4.0 Payment Processing; PCI Compliance

roverIQ does not store any credit card numbers or payment card details. Customer acknowledges that certain payment-related information may be transmitted through the Services, including via telecommunications carriers, voice networks, or Customer’s designated PCI-compliant payment processor. roverIQ does not retain, archive, or store such information in any form.

Customer further acknowledges and agrees that:
(a) The Services are not designed, intended, or certified to serve as a PCI-compliant environment, and roverIQ does not represent that the Services meet PCI DSS requirements;
(b) Customer is solely responsible for ensuring that the handling and processing of all cardholder data complies with PCI DSS and any applicable laws or regulations;
(c) Customer may permit cardholder data to be collected or transmitted through customer interactions with the voice AI agent; however, any such transmission, handling, or storage is undertaken solely at Customer’s own risk, and Customer remains fully responsible for ensuring PCI DSS compliance for all cardholder data flows.
(d) Customer acknowledges that they may allow full card numbers, CVV codes, or track data to be input or transmitted during interactions processed through telecommunications carriers or Customer’s payment processor; however, any such capture, storage, or transmission is solely at Customer’s own risk, and roverIQ assumes no responsibility or liability for such data or any related compliance obligations.
(e) Customer acknowledges that telecommunications carriers and voice network providers may transmit cardholder data during customer interactions, and roverIQ does not control nor assume liability for their compliance, performance, or security measures;
(f) roverIQ has no responsibility or liability whatsoever for PCI compliance, cardholder data security, unauthorized transactions, fraud, telecommunications carrier errors, data breaches, processor failures, assessments, penalties, or any other acts or omissions by Customer, its payment processor, or any telecom provider;
(g) Customer shall indemnify, defend, and hold harmless roverIQ from all claims, damages, losses, liabilities, fines, penalties, regulatory assessments, and expenses (including attorneys’ fees) arising out of or relating to Customer’s PCI obligations, any handling or transmission of payment card information, or any PCI DSS compliance failures by Customer, its payment processor, or any telecom network.

roverIQ expressly disclaims all liability to the fullest extent permitted under California law for any issues, incidents, disputes, losses, or damages related to PCI compliance, cardholder data, payment processing systems, telecommunications transmission, or any handling of payment-related information.

4.1 Fees

Customer shall pay the subscription fees, onboarding fees, usage-based fees, and any other charges stated in these Terms and/or an applicable Order Form.

These Terms shall commence on the Effective Date and shall continue for an initial term of twelve (12) months (the “Initial Term”). Customer will be billed monthly in advance on each monthly anniversary of the Effective Date during the Initial Term.

If Customer terminates these Terms for convenience or otherwise prior to the expiration of the Initial Term, Customer shall pay an implementation fee in the amount of Two Thousand Five Hundred Dollars ($2,500) (the “Implementation Fee”), which shall become immediately due and payable upon the effective date of termination.

The Parties acknowledge and agree that the Implementation Fee constitutes liquidated damages, not a penalty, and represents a reasonable estimate of the costs, expenses, and lost efficiencies incurred by roverIQ in connection with onboarding, implementation, and early termination, the actual amount of which would be difficult or impracticable to ascertain at the time of contracting.

4.1A SERVICE PLAN SELECTION

The Parties agree that the only terms incorporated from any proposal, presentation, or pricing summary are the Customer’s selected service plan, room count, subscription rate, and subscription term (collectively, the “Order Form Terms”). No other statements, descriptions, guarantees, service narratives, or representations contained in any proposal or marketing material shall be binding unless expressly incorporated into these Terms by written amendment signed by both Parties.

4.2 Payment Terms

Unless otherwise stated in an Order Form:
(a) all fees are due within thirty (30) days of invoice;
(b) all fees are non-refundable except as expressly provided herein;
(c) late payments shall accrue interest at 1.5% per month or the maximum permitted by law.

4.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes arising from these Terms, except taxes based on roverIQ’s net income.

 

5. TERM AND TERMINATION

5.1 Term

These Terms begin on the Effective Date and continue until terminated as provided herein.

5.2 Termination for Cause

Either Party may terminate these Terms upon written notice if the other Party:
(a) materially breaches these Terms and fails to cure such breach within thirty (30) days of notice, or
(b) becomes insolvent or subject to bankruptcy proceedings.

Failure to maintain StayNTouch® as Customer’s PMS is deemed a material breach under Section 2.3.

5.3 Effect of Termination

Upon termination:
(a) all rights granted to Customer shall immediately cease;
(b) Customer shall pay all outstanding amounts due;
(c) each Party shall return or destroy the other Party’s Confidential Information.

Sections intended to survive (including confidentiality, indemnification, warranty disclaimers, and limitations of liability) shall remain in effect.

 

6. CONFIDENTIALITY

Each Party shall protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall not include information that is publicly known, independently developed, or rightfully obtained from a third party without restriction.

 

7. DATA RIGHTS AND SECURITY

7.0 Personally Identifiable Information (PII)

Customer acknowledges that, in the course of providing the Services, roverIQ may collect, receive, process, and transmit personally identifiable information (“PII”) from guests, including but not limited to names, phone numbers, email addresses, reservation details, or other information provided during interactions with the voice AI agent.

roverIQ represents that such PII is collected and transmitted using secure technical and administrative safeguards designed to protect the information. However, roverIQ expressly disclaims all liability to the fullest extent permitted under California law for any issues, losses, breaches, damages, unauthorized access, or misuse involving PII, whether arising from Customer systems, third-party integrations, telecommunications networks, processors, or any other external systems not under roverIQ’s exclusive control.

Customer acknowledges and agrees that all PII collected through the Services is and shall remain the sole property of roverIQ, and roverIQ may use such information consistent with these Terms, including for service delivery, system improvement, analytics, product development, and operational purposes.

Customer further agrees to indemnify, defend, and hold harmless roverIQ from any claims, damages, liabilities, fines, penalties, or expenses (including attorneys’ fees) arising out of or related to Customer’s handling, misuse, or mismanagement of PII or failures to comply with applicable data protection laws.

7.1 Ownership of Customer Data

Customer retains ownership of Customer Data. Customer grants roverIQ a non-exclusive, worldwide, royalty-free license to use Customer Data solely to provide, maintain, improve, and develop the Services.

7.2 Aggregated Data

roverIQ may generate, use, and disclose aggregated and anonymized data that does not identify Customer or any individual, for analytics, benchmarking, and product development.

7.3 Security Measures

roverIQ shall maintain reasonable administrative, technical, and physical safeguards to protect Customer Data.

 

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each Party represents and warrants that it has the legal authority to enter into these Terms.

8.2 roverIQ Warranty

roverIQ warrants that the Services will perform substantially in accordance with the documentation.

8.3 Disclaimers

Except as expressly stated herein, the Services are provided “AS IS” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

roverIQ does not warrant and expressly disclaims any guarantee that:
(a) the Services or voice AI agent will achieve any specific performance level or business outcome;
(b) the Services will be uninterrupted, error-free, or free from downtime;
(c) the Services will operate without discrepancies, misinterpretations, transcription errors, or delays;
(d) integrations with third-party systems (including telecommunications carriers and internet providers) will function without disruption.

Customer agrees it must promptly notify roverIQ of any discrepancies, issues, errors, outages, downtime, or unusual behavior of the voice AI agent. roverIQ is not responsible for failures or delays in addressing issues that were not timely reported by Customer.

roverIQ does not warrant that Customer’s use of any system other than StayNTouch® as its PMS will be compatible or supported.

 

9. COMPREHENSIVE DISCLAIMERS

To the fullest extent permitted under California law, roverIQ disclaims all liability for the following categories of risk, whether arising directly or indirectly from Customer’s use of the Services:

 

9.1 Telecommunications & Network Disclaimers

roverIQ disclaims liability for:
carrier outages, call failures, misroutes, dropped calls, latency, jitter, packet loss, or audio quality issues;
DTMF (touch-tone) failures or misreads affecting payments or bookings;
transcription errors caused by network instability;
STIR/SHAKEN or telecom regulatory obligations;
E911, emergency routing, or location services.

9.2 AI Output, Behavior & Accuracy Disclaimers

roverIQ disclaims liability arising from:
AI hallucinations, misinterpretations, or incorrect responses;
sentiment classification errors;
incorrect or incomplete transcription or natural language understanding;
booking, reservation, quoting, or messaging errors;
Customer decisions or actions taken in reliance on AI output.

9.3 Reservation, Booking, and Revenue Loss Disclaimers

roverIQ disclaims liability for:
lost bookings, lost revenue, incorrect rates, double-bookings, overbookings, or missed guest inquiries;
delays or failures caused by PMS sync delays or API outages.

9.4 PMS & Third-Party Integration Disclaimers

roverIQ disclaims all liability for:
PMS outages, broken APIs, corrupted data, sync failures, or version changes;
any limitations, changes, failures, or performance issues involving StayNTouch® or any other PMS provider;
third-party API delays, interruptions, failures, or inaccuracies.

9.5 Customer Configuration & Operational Disclaimers

roverIQ disclaims liability for:
Customer network issues, firewall blocks, routing errors, or PBX configurations;
Customer onboarding errors, incorrect PMS credentials, or incomplete setup information;
Customer staff misuse, misunderstanding, or misconfiguration of the Services.

9.6 Malicious Input, Guest Abuse & Prompt Injection

roverIQ disclaims liability for:
offensive, malicious, deceptive, or adversarial user input;
AI manipulation, jailbreak attempts, or prompt injection attacks;
any resulting outputs or behavior.

9.7 Data Retention, Backup & Loss Disclaimers

roverIQ disclaims liability for:
loss, corruption, deletion, or failure to retain transcripts, call logs, or analytical data;
disaster recovery, archival storage, backup obligations, or forensic reconstruction.

9.8 Compliance Disclaimers

roverIQ disclaims responsibility for:
Customer’s compliance with ADA, GDPR, CCPA, hotel regulations, PCI DSS, privacy laws, or any legal or regulatory regimes applicable to Customer’s business;
Customer’s obligation to notify guests of AI use or data collection practices.

9.9 Rate Limiting, Traffic Spikes & Service Suspension

roverIQ disclaims liability for:
rate-limiting due to abnormal call volume or abuse;
temporary suspension for maintenance, system protection, or security concerns;
any Customer impact resulting from traffic shaping or load management.

9.10 No Legal, Financial, or Operational Advice

The Services do not constitute legal, financial, compliance, or operational advice. Customer is solely responsible for validating all outputs.

9.11 Force Majeure

roverIQ disclaims liability for events beyond its reasonable control, including:
cloud provider outages;
AI model degradation or corruption;
global telecom instability;
cyberattacks, DDoS, supply chain attacks;
natural disasters, war, labor shortages, or regulatory shutdowns.

9.12 Export Control (ITAR/EAR) Disclaimer

Customer acknowledges that the Services may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer represents and warrants that it shall not export, re-export, transfer, or otherwise make available the Services, underlying software, data, technology, or technical information:
(a) to any country, person, or entity prohibited under U.S. export control laws;
(b) for any use prohibited by ITAR, EAR, or any other applicable export restrictions;
(c) in any manner requiring roverIQ to obtain an export license or authorization.

roverIQ expressly disclaims all liability arising from Customer’s violation of export control laws and Customer agrees to indemnify roverIQ for any resulting claims, penalties, fines, investigations, or enforcement actions.

9.13 California Civil Code §1542 Waiver

Customer expressly waives the protections of California Civil Code §1542, which states:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Customer understands and acknowledges the significance of this waiver and expressly intends it to apply to all claims, known or unknown, relating to or arising from the Services, data handling, integrations, telecommunications systems, AI outputs, or any other aspect of these Terms.

9.14 One-Way Release of Claims

To the fullest extent permitted under California law, Customer hereby irrevocably releases and forever discharges roverIQ and the roverIQ Indemnified Parties from any and all claims, liabilities, demands, damages, losses, or causes of action—whether known or unknown, suspected or unsuspected—arising from or relating to:
Customer’s implementation or use of the Services;
AI-generated outputs, decisions, or actions;
data transmissions, integrations, or third-party systems;
telecommunications carrier activities or failures.

This release is one-way and does not release Customer from its obligations to roverIQ.

9.15 Class Action Waiver (Outside Arbitration)

Customer agrees that any dispute resolution process outside arbitration, including any litigation for injunctive or equitable relief, shall be conducted only on an individual basis, and Customer expressly waives the right to:
participate in any class, collective, representative, or private attorney general action;
act as a class representative or class member;
consolidate claims with any other party.

9.16 Venue for Injunctive or Equitable Relief

For any disputes in which roverIQ seeks injunctive or equitable relief (as permitted under Section 11.2), Customer agrees that exclusive jurisdiction and venue shall lie in the state and federal courts located in San Francisco County, California. Customer irrevocably consents to personal jurisdiction in those courts.

9.17 “As-Is” Terms for Beta Features and Experimental AI Models

If roverIQ provides Customer access to beta, experimental, pre-release, or research models or features, Customer acknowledges and agrees that such features:
are provided strictly AS IS, with no warranties of any kind;
may be unstable, unpredictable, or incomplete;
may produce inaccurate or unexpected outputs;
may be modified or discontinued at any time.

Customer assumes all risks arising from the use of such beta or experimental features and roverIQ disclaims all liability for their performance or behavior.

9.18 No Consequential Damages (Standalone Clause)

Except for Customer’s indemnification obligations, which remain fully uncapped, roverIQ shall not be liable for any:
consequential, incidental, special, punitive, or exemplary damages;
lost profits, lost revenue, loss of goodwill, or lost business opportunities;
data loss, corruption, or system downtime;
business interruption or operational impacts.

This limitation applies regardless of the theory of liability and even if roverIQ has been advised of the possibility of such damages.

9.19 Limitation on Time to Bring Claims

Customer agrees that any claim, demand, or cause of action arising out of or related to these Terms or the Services must be filed within six (6) months after the event giving rise to the claim occurred. Any claim not brought within this period is permanently barred, regardless of any statute of limitations to the contrary.

9.20 Waiver of Subrogation

Customer waives, and shall cause its insurers to waive, all rights of subrogation against roverIQ and the roverIQ Indemnified Parties. No insurance policy maintained by Customer may limit or exclude such waiver.

9.21 Unilateral Modification Rights for System Updates

Customer acknowledges that roverIQ may, at its discretion and without liability:
modify, enhance, update, or discontinue any aspect of the Services;
deploy new AI models, voice engines, or integrations;
adjust system behaviors, routing logic, or model outputs;
implement security, compliance, or performance updates;
roll out new features or retire outdated ones.

roverIQ may modify the Services without obtaining Customer approval, provided such modifications do not materially reduce the core functionality of the Services. Continued use of the Services after any update constitutes acceptance of the modification.

9.22 Survival of Key Obligations

The following sections shall survive termination of these Terms for any reason, indefinitely or for the longest period permitted under applicable law:
Confidentiality (Section 6);
Data Rights and Ownership (Section 7);
PCI Compliance (Section 4.0);
Warranty Disclaimers and Comprehensive Disclaimers (Sections 8–9);
Indemnification and Unlimited Liability (Section 10);
Limitation on Claims (Section 9.19);
Waiver of Subrogation (Section 9.20);
Governing Law, Dispute Resolution, and Venue (Section 11);
Any provision that by its nature is intended to survive.

9.23 Right to Suspend for Risk

roverIQ may immediately suspend or restrict Customer’s access to the Services, without liability, if roverIQ determines in its sole discretion that:
(a) Customer’s use of the Services poses a security, operational, regulatory, reputational, or legal risk;
(b) Customer’s systems, network, PMS, payment processor, or telecommunications configuration creates or contributes to a vulnerability or threat;
(c) Customer is using the Services in a manner inconsistent with these Terms, applicable law, or industry standards;
(d) continued service could result in data loss, service degradation, or increased exposure to roverIQ.

Suspension under this Section does not relieve Customer of its payment obligations and shall not constitute a breach by roverIQ.

9.24 Confidentiality Carve-Out for AI Training and System Improvement

Notwithstanding any confidentiality obligations in Section 6, Customer acknowledges and agrees that roverIQ may use:
interactions with the voice AI agent,
anonymized transcripts,
aggregated usage patterns,
system performance data,
model feedback signals, and
de-identified operational data,
for the purposes of AI training, model refinement, product improvement, quality assurance, security enhancement, and system optimization, provided that roverIQ does not disclose Customer-identifiable or guest-identifiable information in violation of applicable privacy laws.

9.25 Guest Notice Requirement

Customer is solely responsible for providing legally compliant notice to its guests, callers, users, or customers that:
(a) interactions may be handled by an AI-driven voice agent;
(b) calls may be recorded, transcribed, analyzed, or used for service improvement;
(c) certain data may be transmitted to or processed by roverIQ or third-party providers.

Customer shall ensure such notice complies with all applicable laws, including but not limited to privacy, consumer protection, telecommunications, and data collection statutes. roverIQ shall have no liability for Customer’s failure to provide adequate notice.

 

10. INDEMNIFICATION

10.1 Indemnification by Customer

Customer shall fully indemnify, defend, and hold harmless roverIQ, its officers, directors, employees, contractors, agents, affiliates, successors, and assigns (collectively, the “roverIQ Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses (including attorneys’ fees and costs of investigation, litigation, enforcement, and settlement) arising out of or relating to:
(a) Customer’s use or misuse of the Services;
(b) Customer’s violation of these Terms or applicable law;
(c) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third-party right, privacy right, publicity right, or data protection law;
(d) Customer’s handling, transmission, collection, misuse, or mismanagement of personally identifiable information (PII) or payment-related information;
(e) Any PCI DSS compliance failure by Customer, Customer’s payment processor, telecommunications carrier, or any third-party acting on Customer’s behalf;
(f) Any integration, connection, transmission, or data exchange involving Customer’s PMS (including StayNTouch®) or any other third-party system;
(g) Any breach, compromise, unauthorized access, or security incident involving Customer’s networks, systems, or infrastructure;
(h) Any claims arising from Customer’s business operations, customer service practices, or representations to guests or users of the Services;
(i) Any attempt by Customer to store or process cardholder data, PII, or other regulated information using the Services in a manner inconsistent with these Terms.

10.2 Indemnification Procedures

roverIQ may, at its sole discretion, require Customer to assume full control of the defense of any claim subject to indemnification. However, roverIQ reserves the right to participate in the defense with counsel of its choosing. Customer may not settle any claim in a manner that imposes any obligation on roverIQ or admits fault on roverIQ’s behalf without roverIQ’s prior written consent.

10.3 Additional Remedies

roverIQ shall have the right, without limitation, to seek:
reimbursement of all indemnified losses;
immediate injunctive relief to prevent ongoing or threatened harm;
suspension or termination of the Services if Customer’s actions pose a legal, regulatory, or operational risk.

The indemnification obligations set forth in this Section are in addition to, and not in lieu of, any other rights or remedies available to roverIQ under these Terms or at law.

10.4 Unlimited Liability for Indemnified Matters

Notwithstanding anything to the contrary in these Terms, Customer’s liability for all indemnified claims, losses, damages, costs, fines, penalties, and expenses under this Section shall be entirely uncapped and unlimited. Customer expressly agrees that no liability cap, limitation of damages, or exclusion of damages elsewhere in these Terms shall apply to indemnification obligations. roverIQ’s recoverable losses under an indemnified matter shall include all direct, indirect, consequential, incidental, punitive, exemplary, enhanced, or special damages, as well as all attorneys’ fees, expert fees, investigation costs, regulatory assessments, and settlement payments.

 

11. GENERAL PROVISIONS

11.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles.

11.2 Dispute Resolution

All disputes arising out of or relating to these Terms shall be resolved as follows:
Good-Faith Negotiation. The Parties shall first attempt to resolve disputes through good-faith discussions.
JAMS Mediation. If unresolved after thirty (30) days, either Party may demand non-binding mediation administered by JAMS in California.
Binding Arbitration (JAMS). If mediation does not resolve the dispute, it shall be submitted to final and binding arbitration administered by JAMS pursuant to its Streamlined or Comprehensive Arbitration Rules (as applicable). The arbitration shall be conducted by a single arbitrator in California.
Waiver of Jury Trial and Class Actions. The Parties expressly waive the right to a jury trial and to participate in any class, collective, or representative action.
Equitable Relief. Nothing prevents either Party from seeking temporary or preliminary injunctive relief in court to protect confidential information or intellectual property.

11.3 Assignment

Neither Party may assign these Terms without the other Party’s prior written consent, except to an Affiliate or acquirer of substantially all assets.

11.4 Notices

All notices, consents, and other communications under these Terms (each, a “Notice”) shall be in writing.

Notices to roverIQ. All Notices to roverIQ shall be valid only if sent:
(a) by email to hello@roveriq.ai; or
(b) by United States Postal Service (USPS) mail to: roverIQ, Inc., 548 Market Street, Suite 44261, San Francisco, CA 94104

A Notice sent by email shall be deemed given on the date transmitted if sent on a business day during normal business hours in California, and otherwise on the next business day. A Notice sent by USPS mail shall be deemed given three (3) business days after deposit with the USPS, postage prepaid.

Notices to Customer. Notices to Customer shall be sent by email or postal mail to the email address and/or physical address provided by Customer in its account, registration, or checkout process, and shall be deemed given when sent in accordance with the foregoing.

The Parties may update their notice contact information by providing Notice in accordance with this Section.

11.5 Entire Agreement

These Terms constitute the entire, complete, and exclusive agreement between the Parties with respect to the subject matter hereof. There are no other promises, agreements, understandings, representations, warranties, or commitments of any kind between the Parties relating to the subject matter of these Terms, whether written, oral, implied, statutory, or otherwise.

The Parties expressly agree that these Terms are intended to be integrated and to serve as the exclusive and final expression of their mutual intent, and no extrinsic evidence, prior negotiations, communications, representations, drafts, understandings, or course of dealing may be introduced or considered to:
interpret, explain, vary, contradict, supplement, or add terms to these Terms; or
alter the meaning of any provision herein.

All modifications or amendments must be in a written instrument that expressly states it is amending these Terms and is signed by duly authorized representatives of both Parties. No verbal agreements, emails, purchase orders, or other documents that are not formally executed by both Parties shall have any legal effect or modify these Terms.

The Parties acknowledge and agree that they are not relying on any statement, representation, or promise not expressly set forth in these Terms.

11.6 Amendments

No modification is valid unless in writing and signed by both Parties.

11.7 Counterparts; Electronic Acceptance

These Terms may be executed electronically and in counterparts, each deemed an original. Customer’s electronic acceptance (including click-wrap acceptance at checkout) constitutes execution of these Terms.

12. IN WITNESS / ACCEPTANCE MECHANISM (CLICK-WRAP)

Customer agrees that clicking “I Agree” (or similar), submitting payment details, or using the Services constitutes Customer’s electronic signature and acceptance of these Terms as of the Effective Date.