General Provisions

These Terms of Use (“Terms of Use”) govern the relationship between you and RoVR Technologies, Inc. (“RoVR”) and its directors, officers, employees, affiliates, subsidiaries, and service providers (collectively, “we,” “us,” and “our”). These Terms of Use apply to our website https://www.rovrstack.ai/ (the “Website”) and any products, services, or interactions you may have with us through the Website (“Services”). 

Please carefully read these Terms of Use. If you do not agree with or otherwise do not wish to accept these Terms of Use, do not access or use the Website or Services.

We reserve the right to amend these Terms of Use at our discretion. We will notify you of the amendments to these Terms of Use through publication on the Website, and where required by law, via email or other communication to you. Any amendments to these Terms of Use will be effective on the Effective Date set forth at the beginning of these Terms of Use.  Your use of the Website or Services following any such Effective Date constitutes your agreement to be bound by the updated Terms of Use. 

Modification, Termination, or Suspension of Website or Services: We may modify or cease to offer the Website or any Services at any time, for any reason, and without prior notice to you. We also may terminate or suspend your access to the Website or Services at any time, at our sole discretion, and without prior notice to you. Termination or suspension pursuant to this section will not affect our ability to pursue any other rights or remedies under these Terms of Use or applicable law. In our sole discretion, We may, but are not required to, notify you of the breach or reason giving rise to the right to terminate or suspend and request that you rectify the breach or reason within the period specified in the notice.

No Financial, Tax, or Legal Advice: RoVR offers financial products as well as financial information that is available to the general public. RoVR is not a financial, tax, or legal advisor, and you understand and agree that none of the information provided on the Website or through the Services is a replacement for obtaining your own professional financial, tax, and legal advice. You agree that you are responsible for consulting with a financial, tax, real estate, or legal professional and you will not rely on the Website or Services as the basis for making any financial, legal or economic decisions.

Your Use of the Website and Services

Services Offered: At RoVR, we offer our customers a variety of tech-powered business Services to help them optimize their operations and drive growth. Among these Services are:

• RoVR Platform: Provides you with real-time analytics and insights to help you manage your net terms purchases, stay on the track, and support responsible growth.
• RoVR Sync: Seamlessly integrates your business data sources into a single layer, such as bank accounts, financial systems and other critical systems powering your business.  
• RoVR Wallet: Allows you to extend payment terms for all your business purchases wherever you shop.  All RoVR Wallet financial products are subject to their own separate account agreements. Please refer to the account agreement for your product for details.

Connecting Accounts: We may allow you to connect your U.S. financial accounts and your accounting system with RoVR. When you connect a financial account to RoVR, you represent that you have the lawful right to authorize us to log into and access data within your financial accounts and accounting system, and you consent to the collection, use, and retention of data obtained from your financial account and accounting system. You also understand that we may maintain and store your financial account and accounting system login information, and you consent to us storing this information and using it to access these systems in the future.

Once you connect a financial account or accounting system, we will regularly collect, use, and store the following types of data:

• Account owner information;
• Contact information;
• Account balances, including current and pending balances;
• Account details, including your account type, bank, and account and routing numbers; and
• Account transactions, including balance, transaction date, payee, location, description, and amount.

Among other things, we may use your data to:

• Verify your financial account;
• Process transactions;
• Mitigate fraud, financial loss, or other harm;
• Evaluate you for and offer you Services;
• Respond to your inquiries;
• Improve our Services;
• Comply with law;
• Enforce these Terms; and
• For other purposes as permitted by law.

Disconnecting Accounts

You may opt to disconnect financial accounts or accounting services from RoVR without terminating your RoVR account. To disconnect, visit ‘Account Settings’ within your RoVR dashboard, navigate to the ‘Disconnect Accounts’ section and select the relevant account to disconnect.

Disconnecting one or more accounts does not erase previously collected data. RoVR reserves the right to retain and use this data as per our Privacy Policy. However, by disconnecting one or more accounts, you may be limited in access to certain RoVR services or features, including specific insights or offers based on data from  the disconnected accounts.

Representations and Warranties: By using the Website or Services, you represent and warrant:

• You will abide by each provision of these Terms of Use, and you agree that these Terms of Use are a legally binding written contract;
• You will not use or access the Website or Services for purposes of competing with us in any manner;
• You will not “scrape,” “mine,” or use any other automated or technological tools to obtain information from the Website;
• You will not attempt to gain unauthorized access to or interrupt the normal functionality of the Website or Services;
• You will not access the Website or Services from a country that is subject to sanctions issued by the government of the United States;
• You are not included on any list of Specially Designated Nationals, blocked, prohibited, or restricted persons by the government of the United States;
• You will not attempt to disrupt the normal operation of the Website or Services, or any infrastructure operated by us or any of our other business activities;
• You will not use the Website or Services in a manner that violates or contributes to the violation of any applicable law or regulation.

Standards of Conduct: You agree not to submit, transmit, or post any information through the Website or Services that (i) is inaccurate, offensive, or defamatory; (ii) contains software viruses or any similar technological means designed to interrupt, destroy, or impair the Website or our systems; (iii) that may infringe anyone’s intellectual property rights; or (iv) otherwise violates any applicable laws or regulations. 

Maintaining Accurate Account Information: To access certain Services, we may require you to provide us with certain information about yourself and/or your business. You agree that all information you provide us through the Website or Services will be accurate and complete. So long as you have a relationship with us, if any of the information that you provided to us changes, you must promptly notify us of the change. You may do so by updating your contact and personal information on the Website.

Account Password & Security: You are responsible for protecting the confidentiality of your Account password. If you suspect that there has been unauthorized access to your Account or the security of your Account has been compromised, you must notify us immediately and change your Account password.

Minimum Age for Us: To use the Website and Services, you must be (i) a U.S. resident and (ii) at least 18 years old or the age of majority in your jurisdiction. The Website and Services are not directed to individuals under the age of 18, nor is information knowingly collected from individuals under the age of 18.

Privacy Policy

Our Privacy Policy describes how we collect and process data, including nonpublic personal information.  Our Privacy Policy is incorporated into these Terms of Use and governs your use of the Website and Services. By using the Website or Services, you consent to the terms of our Privacy Policy. 

Communications via Text, Email, and Phone

To the extent permitted under applicable law, by providing us with a phone number, you consent to receiving text (SMS) messages and phone calls from us. Such communications may include, but are not limited to, requests for secondary authentication, reminders, notifications, requests for feedback, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Website or Services. Call and text message communications may be generated by automatic telephone dialing systems. Your cell phone carrier may impose message and data rates to the text messages we send you.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails or by managing your communications preferences on the Website. You may opt-out of text messages by replying STOP or by following instructions that you receive in the text message. You may opt-out of phone calls by notifying the caller or by contacting support. You acknowledge that opting out of receiving communications may impact your use of the Services.

Intellectual Property

Ownership of Intellectual Property: You acknowledge and agree that we own all legal right, title and interest in and to the Website and Services, including, without limitation, any trademark, copyright, patent, trade secret or any other intellectual property right in the Website, whether registered or not, and wherever in the world those rights may exist (“IP”). You agree not to (a) take any action that would jeopardize, limit or interfere with our rights in or to the IP, (b) copy, translate, publish or create derivative works of the IP or any component thereof, or (c) resell, distribute, trade or make any other commercial use of, modify, reverse engineer, decompile or disassemble the IP or any component thereof.  Under no circumstances will anything appearing on the Website be construed as granting, whether by implication, estoppel, or otherwise, any

form of license or authorization to use, reproduce, or distribute the IP. You agree to abide by any and all trademark and service mark notices, information, or restrictions contained on the Website. Any use of the Website other than as specifically authorized herein, without our prior written permission is strictly prohibited, and any such use will immediately terminate all rights granted to you herein

Your Content: You understand and agree that any comments, feedback, questions, suggestions, reviews, ideas, concepts, know-how, techniques, discussions, photos, video, images, data, or the like (“Submissions”) that you provide to us through the Website or otherwise are not confidential, and we shall have no obligation of any kind with respect to Submissions. You represent and warrant that you own all intellectual property in your Submissions. You agree that we are free to use any Submissions for any purpose whatsoever, including but not limited to developing and marketing products and services. 

You grant us and other users of our Services a non-exclusive, unrestricted, perpetual, irrevocable, transferable, assignable, sub-licensable, royalty-free license to publish, host, store, transfer, distribute, modify, create derivative and collective works from, reproduce, display, perform, transmit, process, or otherwise use, in any manner and for any purpose, and in all forms or distribution methods now known or later developed, your Submissions, in whole or in part, without any obligation to you. This license includes the right to use your name, persona, username, and likeness without compensation. 

Copyright Complaints: If you believe that any material on the Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to support@rovrstack.ai.

To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and 
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

No Warranty, Limitation of Liability

No Warranties: WE DO NOT GUARANTEE THAT THE WEBSITE OR THE CONTENT AND FEATURES OF THE WEBSITE WILL BE ERROR-FREE, THAT THE WEBSITE OR ANY FEATURE OF THE WEBSITE WILL BE UNINTERRUPTED, OR THAT ANY ERRORS, INTERRUPTIONS OR DEFECTS WILL BE CORRECTED.   THE WEBSITE AND ITS CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS—INCLUDING ANY AND ALL “INSIGHTS” GENERATED BY THE WEBSITE OR SERVICES. WE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

ALTHOUGH WE TAKE REASONABLE PRECAUTIONS TO PROTECT THE WEBSITE AND SERVICES, WE MAKE NO REPRESENTATION OR WARRANTY THAT SUCH EFFORTS WILL BE SUCCESSFUL, AND TO THE EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL LIABILITY WHATSOEVER WITH RESPECT TO ANY FAILURE TO PROTECT THE WEBSITE OR SERVICES, OR TO AVOID DELETION, CORRUPTION OR UNAUTHORIZED MODIFICATION OF OR ACCESS TO THE WEBSITE OR SERVICES. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE WEBSITE OR ANY DOWNLOADABLE MATERIAL IS FREE FROM COMPUTER VIRUS.  

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE MANAGERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSS, OR DAMAGE ARISING FROM OR RELATED TO ANY USE OF THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL OR LOSS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOUR SOLE REMEDY AGAINST US IN CONNECTION WITH YOUR USE OF THE WEBSITE OR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT ON THE WEBSITE IS TO STOP USING THE WEBSITE.

Indemnification: You agree to indemnify and hold us harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Website or Services (including any Submissions), any violation of these Terms of Use, any violation of law, or violation of the rights of any third party.

Transfers Over the Internet: No data transmitted over the Internet can be guaranteed to be secure. While we strive to protect your information, we cannot ensure the security of any information you may transmit to us. Accordingly, you agree that any information that you transmit us via the internet or email is at your own risk. We are not responsible for any viruses, malicious computer code, or other forms of interference experienced by you when accessing the Website.

Third-Party Websites and Services: The Website may contain links (including advertisements) to third-party websites or other third-party content. Those links are provided for convenience only, and you acknowledge that such links are not an endorsement, approval or recommendation of the third parties, or of any content or services provided by them. Your use of any third-party content or services may be subject to separate terms and conditions. If you use a third-party service to access the Website your use of third-party services may be subject to fees and separate terms and conditions. You acknowledge that we are not liable for the activities of or fees you may owe to any such third parties. 

Additional Items

Survival: These Terms of Use shall survive termination of your use of the Website and your relationship with us.

Assignment: You may not assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent. We may assign or transfer any of its rights or obligations under these Terms of Use at our sole discretion without providing you notice.

No Waiver: You agree that our failure or delay in enforcing any of our obligations or exercising our rights does not result in a waiver of that obligation or right. We may waive a particular right or obligation in one instance without prejudice to our ability to exercise that right or obligation in the future.

Severability: If any one or more of the provisions of these Terms of Use should be ruled wholly or partly invalid or unenforceable by final judgment of a court of competent jurisdiction, then: (a) the validity and enforceability of all provisions of these Terms not ruled to be invalid or unenforceable shall be unaffected; (b) the effect of the ruling shall be limited to the jurisdiction of the court making the ruling; and (c) if the judgment and/or the controlling principle of law or equity leading to the ruling is subsequently overruled, modified, or amended by legislature, judicial, or administrative action, then the provision(s) in question as originally set forth in these Terms shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

Choice of Law and Venue: These Terms of Use and the relationship between you and us with regard to the use of the Website or Services shall be governed by the laws of the State of New York without regard to its conflicts of law provisions. You agree to the personal jurisdiction by

and venue in the state and federal courts in [New York County, New York, and agree and consent that such courts are the exclusive forum for litigation of any claim or cause of action arising out of or relating to your use of the Website or Services. If any action or proceeding is commenced to enforce or interpret these Terms or any right arising in connection with these Terms, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable attorneys’ fees, costs, and expenses incurred by such prevailing party in connection with such action or proceeding. The prevailing party shall be the party that most nearly obtains the relief sought. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to your use of the Website or Services or the content on the Website must be filed within one (1) year after such claim or cause of action arose.

Entire Agreement and Reservation of Rights: These Terms of Use constitutes the entire agreement between you and us with respect to the Website and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Us with respect to the Website or Services. Any rights not expressly granted herein are reserved.

Contacting Us: If you have any questions regarding these Terms of Use, please contact us at support@rovrstack.ai.