Last Updated : September 1st, 2021
These terms of service (the "Terms") form a contract between you as a subscriber of our Services (“You”, “Your” or “Subscriber”) and Romanus Technologies Inc., a Canadian corporation, with offices located at 181 Bay Street, Toronto, ON M5J 2T9 (referred to as “Romanus”, "Us", "We", "Our”) and govern Your access to and use of the Services offered by Us. By accessing or using the Services or authorizing or permitting any other person to access or use the Services, You are agreeing to be bound by these Terms. If You are using Our Services for an organization, You are agreeing to these Terms on behalf of that organization and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority to bind the organization, or if You do not agree with these Terms, You must not access or use the Service(s). You must be 18 years or older to sign-up, access or use the Service(s). In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties".
In addition to terms defined elsewhere in these Terms, the following terms have the following meanings when used in these Terms with the initial letters capitalized:
Account: means any accounts or instances created by or on Your behalf for access and use of the Service(s).
Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
API: means the application programming interfaces developed, enabled by or licensed to Romanus that permits access to certain functionality provided by the Service(s).
Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Customer Data: means all electronic data, text, messages or other materials, including Your Personal Data, submitted to the Service(s) by You through Your Account in connection with Your use of the Service(s), including, without limitation, Personal Data.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Us to Your or Your Users through the Service(s) or otherwise.
Order Form: means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that the Customer wishes to avail and the Subscription Term.
Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the cloud-based expense report automation platform provided by Us through an online user interface under the name Robana, its proprietary machine learning algorithms, , accessed and used by Customer via the worldwide web and any updates, modifications or improvements to the Service(s), including individually and collectively, Software, the API and Documentation.
Software: means the software provided by Us that allows You to use any functionality in connection with the Service(s).
Subscription Term: means the period during which You have agreed to subscribe to Our Service(s).
Third-party Service(s) shall mean third party application(s) or services integrating with the Service(s) through APIs.
User(s): means those who are designated users within the Service(s), including an Account administrator, agents and other designated users.
Subject to Your compliance with this Agreement and solely during the Subscription Term, You have the limited, non-exclusive, revocable right to access and use the Service(s) through Your Account for internal business purposes in accordance with the pricing plan set forth in an Order Form.
Any enhancements, new features or updates (“Updates”) to the Services rolled out by Us from time to time are also subject to these Terms. We reserve the right to deploy Updates at any time.
The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case We shall use commercially reasonable endeavors to notify You in advance.
Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Service(s) caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of Service(s) attacks.
We shall provide the necessary technical support to You in connection with uploading the Customer Data into the Service(s) and configure the learning algorithm and risk parameters in the Service(s). You may engage Us to provide on-site installation, configuration or training services subject to the payment of the Implementation Fee as stated in the Order Form. In addition to the Implementation Fee, the You agree to pay Us for reasonable pre-approved out-of-pocket expenses (including travel and living) incurred by Us in performing its obligations for such implementation services.
You acknowledge and agree that if You use any Third-party Services, such use will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-party Services, including for Processing of Your Personal Data by such third party. You must contact that third-party service provider for any issues arising in connection with use of such Third-party Service(s).
Responsibilities: You shall be responsible for i) procurement, maintenance and security of all telecommunications, computer hardware and software, internet connection required for the access and use of the Service(s) by You or the Users; ii) the provision, accuracy and sufficiency of Customer Data to be Processed by the Service(s); iii) obtaining and maintaining necessary authorizations, approvals and permissions for Us to Process Customer Data for the purpose of provision of the Service(s); iv) determining whether the Service(s) or the reports and insights generated thereby is sufficient for Your purposes. You acknowledge and agree that Romanus shall have no liability for: (a) claims arising from Your acts or omissions in connection with this Clause 3.1; or (b) any reports or insights generated from incorrect or insufficient Customer Data transmitted to the Service(s).
Your Account: Your access and use of the Service(s) is restricted to the number of Users as specified in an Order Form.
Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users in furtherance of its internal business purposes as expressly permitted by this Agreement; (b) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (c) use the Service(s), store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights; (d) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (e) use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (f) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages
We shall have the right to review and monitor all use of the Software to ensure compliance with these Terms. If We inform You that a specified activity or purpose is prohibited with respect to the Service, You will ensure that it immediately ceases use of the Service(s) for such prohibited activity or purpose.
Except for the rights granted to You under Clause 1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Service, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively withUs. You shall retain all ownership over Customer Data and all reports or insights generated by the Service(s) basis the Customer Data.
We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback that We receive from You.
All rights not expressly provided to You herein are reserved.
Subscription Fee: The charges associated with Your Account shall be as specified in the Order Form (“Subscription Fee”) and are payable in full until You terminate Your Account in accordance with Clause 6.
Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon Your subscription to the Service(s) (and any renewal thereof). Your payment of the Subscription Fee shall be due within thirty [30] days of Our invoice date.
Refunds: Unless otherwise specified in the Order Form, all Subscription Fee are non-refundable. No refunds shall be issued for partial use or non-use of the Service(s) by You.
Late Payments/Non-payment of Subscription Fee: In the event that You fail to make the payment of the Subscription Fee within the due date, We shall notify You and You shall make the payment of the Subscription Fee within a maximum of [∙] days from the date of such notice. If We do not receive payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment @ 1% per day and/or; (ii) suspend Your access to and use of the Service(s) until We receive Your payment towards the Subscription Fee as specified herein and/or; (iii) terminate Your Account.
Renewal: Your subscription to the Service(s) will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term at Our standard Subscription Fee.
Travel Costs: Upon Your request and subject to the mutual agreement, Our employees might travel to Your offices. All travel and related expenditure thereof shall be borne by the You.
Applicable Taxes: Unless otherwise stated, the Subscription Fee does not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessed by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).
The Subscription Term will be as set forth in an Order Form.
Termination by You: You may terminate one or more of Your Account(s) in the event that We materially breach these Terms, by providing advance notice of such breach to Us and afford Us not less than thirty (30) days to cure such breach. In case of such termination by You for material breach by Us, We shall, pro-rata, refund the Subscription Fee for the remainder of the Subscription Term.
Suspension and Termination by Romanus: In addition to suspension for late payment or non-payment of Subscription Fee, We may suspend Your access to and use of Your Account or the Service(s) if You violate any of of these Terms. We shall notify You of Your activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities. If You do not cure or cease such activities within the said cure period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated immediately.
Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.
Effect of Terminating Your Account: Following the termination of Your Account either by You or by Us, We reserve the right to delete all Customer Data after a period of thirty (30) days the effective date of termination of Your Account. You may contact Us to export Customer Data within thirty (30) days from the effective date of termination. Customer Data cannot be recovered once it is deleted.
If You choose, or You are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You shall not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated byUs, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your Account as a result of Your non-compliance of its obligations under this Clause 7.1.
Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
You understand and acknowledge that, in connection with Your use of the Service(s), We process any Personal Data only on You behalf and hereby agree that You shall be deemed to be the data controller and We shall be deemed to be the data processor. We shall process such Personal Data only for the purposes of providing the Service(s) and in accordance with the terms of the Data Processing Agreement between You and Romanus. Romanus uses appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data
THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT YOUR PAYMENT OBLIGATIONS EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. EXCEPT WITH RESPECT TO YOUR PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION FEE FOR THE SERVICE TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION FEE PAID BY YOU, FOR THE SERVICE TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
Indemnification by Romanus: Subject to Your compliance with these Terms, We shall indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Service(s) subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith.
If Your use of the Service(s) has become, or in Our opinion is likely to become, the subject of any IP Claim, We may at Our own option and expense (a) procure for You the right to continue using the Service(s) as set forth hereunder; (b) replace or modify the Service(s) to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as may be determined by Us, terminate Your subscription to the Service(s) and repay You, on a pro-rated basis, any Subscription Fee that You have previously paid Us for the corresponding unused portion.
We will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Us; or (iii) the combination, operation or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.
Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our employees, officers, directors and agents arising from Your acts or omissions in connection with Clause 3 of these Terms provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We fully cooperate with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or wilful misconduct of Romanus.
Assignment: Except to its Affiliates or within its group companies, neither party may, directly or indirectly, assign all or any part of these Terms or its respective rights under these Terms or delegate performance of its respective duties under these Terms without the prior consent, which consent shall not be unreasonably withheld, of the other party. In the event of assignment to an Affiliate, the party assigning its performance shall promptly intimate the other party of such assignment and shall not default in any of its payment obligations under these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Entire Agreement and Revisions: These Terms constitute the entire agreement, and supersede any and all prior agreements between You and Romanus with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent, provide (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. We reserve the right to modify these Terms at any time, effective upon posting of an updated version of these Terms on Our website and shall become applicable to You so long as You continue to use Our Services. In case You do not agree to the revised terms of these Terms, You may choose to discontinue the use of Our Services.
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Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
Relationship of the Parties: The Parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
Non-Solicitation: Both Parties agree not to employ or solicit for employment, either directly or through an affiliate, any current employee or contractor of the other Party or any individual who was an employee or Contractor of the other Party during the preceding six (6) months, for purposes of encouraging such employee to leave or terminate his or her employment with the company.
Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our websites and/or marketing collateral.
Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 1 (Definitions), 4 (Intellectual Property Rights), 5 (Charges and Payment), 6 (Term, Termination and Suspension), 7 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Miscellaneous) shall survive any termination of Our agreement with respect to Your use of the Service(s). Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
Notices and Consent to Electronic Communications: All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery Service(s) (“Courier”) or to the contact mailing address provided by You on any Order Form while subscribing to the Service; or (ii) electronic mail to the e-mail address provided for Your Account. Our address for a notice to Us in writing by Courier is as per what is made available to You on Your Order Form. Each Party might subsequently change their address by giving notice of such change to the other Party. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
Governing Law: These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
Dispute Resolution: All disputes and questions whatsoever which shall arise between Romanus and You in connection with these Terms, or the construction or application thereof or any provision contained in these Terms or as to any act, deed or omission of any party or as to any other matter in any way relating to these Terms, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the Parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice sitting in Toronto, upon the application of any of the parties and such judge shall be entitled to act as such arbitrator, if he or she so desires. Unless otherwise agreed to by the parties, arbitration shall be held in the City of Toronto, Province of Ontario. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Language of Contract: Parties acknowledge having required that this Contract as well as all notices, documents or agreements related to this Contract be drafted in English. Parties aux présentes reconnaissent avoir exigé que la présente convention ainsi que tous avis, documents ou ententes s’y rapportant soient rédigés en anglais.