Terms of Service

ROSHI SAAS AGREEMENT

TERMS OF SERVICE

These Roshi SAAS Agreement Terms of Service with the applicable Order Form together constitute the Roshi SAAS Agreement by and between Roshi Solutions, Inc., a Delaware corporation (“Roshi”) and Customer (as defined below) setting forth the terms and conditions governing Customer’s access to and use of the Roshi supply chain management platform (the “Services”).  Customer and Roshi may each be referred to herein as a Party and collectively as the “Parties.”  Capitalized terms have the definitions set forth herein or the applicable Order Form.

By (1) executing a subscription order that references or incorporates these Terms of Service, or (2) clicking a box in an online purchasing portal indicating acceptance (either such method constituting the “Order Form”), Customer agrees to these Terms of Service as well as the terms set forth in such Order Form.  

For purposes hereof, “Customer” means the party executing the Order Form accepting this Agreement.  If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, then the term “Customer” shall refer to such entity and its affiliates, and by their signature below, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services.

1. Services

(a) Access to Services. 

(i) Subject to Customer’s compliance with the terms and conditions of this Agreement, during the Term (as defined below) Roshi will make the Services and Content (as defined below) available to Customer pursuant to the terms hereof.

(ii) The Services are solely for use by Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services (“Users”). Such use is limited to Customer’s internal business functions. As part of the registration process, Roshi will assign to the Customer one administrative user name and password for Customer’s account.  Customer may then use its administrative account to assign individual usernames and passwords to its Users. The total number of Users may not exceed the limit (if any) set forth in the Order Form except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

(iii) Customer is responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and accounts.

(iv) Roshi will use commercially reasonable efforts to give Customer advance notice of any planned downtime; however, Customer understands and acknowledges that Roshi makes no warranty or assurance as to uptime or availability of the Services. 

(b) Content. Roshi may from time to time make available through the Services, solely for Customer’s internal business purposes in connection with its use of the Services, information and data obtained from publicly available sources or third-party content providers (such information and data, “Content”).

(c) Documentation. Roshi may from time to time provide, solely for Customer’s internal business purposes in connection with its use of the Services, physical or electronic user manuals, handbooks, and guides for the Services (the “Documentation”).

(d) Support.  Subject to the payment of the Implementation Fees, Roshi will use its commercially reasonable efforts to assist the Customer in implementing the Services.  Once implemented, Roshi will provide the Customer with standard support for the Services at no additional charge.  All support requests and technical inquiries should be sent by email to

[support@roshi.me]

.  Roshi will use commercially reasonable efforts to reply to support requests within one business day of receipt. 

(e) Service Suspension. Notwithstanding any other provision herein, Roshi may suspend Customer’s access to any portion or all of the Services if: (i) Roshi reasonably determines that there is a threat or attack on any of the Services or Roshi’s systems or networks, (ii) any vendor or business partner of Roshi suspends or terminates Roshi’s access to or use of any third-party services or products required to enable Customer to access or use the Services, (iii) a government authority suspends or terminates Roshi’s access to the applicable state inventory tracking system or revokes any other necessary regulatory permissions or credentials of Roshi, (iv) a government authority suspends or terminates Customer’s access to the applicable state inventory tracking system or revokes any other necessary regulatory permissions or credentials of Customer, (v) Customer is 10 or more days delinquent in the payment of any Fees or other amounts due under this Agreement, or (vi) Roshi has reason to believe that Customer or any of its Users is in violation of any provision of this Agreement or that continued use of the Services by Customer poses a systems, security or legal risk to Roshi, Customer, or any other customer, vendor or business partner of Roshi (any such suspension, a “Service Suspension”).  Roshi shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. In the event of a Service Suspension pursuant to clause (i), (ii), or (iii) above in excess of 24 hours, Fees will be tolled or credited (as the case may be) for the portion of the Term subject to such Service Suspension.

(f) Right to Modify Services; No Future Services Guaranteed. Roshi may from time to time, in its sole discretion, and with or without notice, change some or all of the functionality or any component of the Services or make any modification for the purpose of improving the performance, correcting problems, or adding, removing or revising features.  Customer agrees that its subscription to the Services hereunder is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Roshi regarding future functionality or features.

2. Customer Responsibilities and Restrictions. 

(a) Customer Responsibilities.  Customer will (i) use Services and Content only in accordance with this Agreement and the Documentation, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of Services, Content and Documentation, and notify Roshi promptly of any such unauthorized access or use, (iii) be solely responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services, (iv) comply with terms of service of any Non-Roshi Products (as defined in Section 3), and (v) maintain the security of Customer’s and its Users’ login credentials to the Services. 

Customer is responsible and liable for all uses of the Services, Content and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

(b) Customer Usage Restrictions.  Customer will not: (i) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, allow access to or otherwise make available the Services, any Content, or Documentation to any third party, (ii) use any Services, Content or Documentation for the benefit of anyone other than Customer, (iii) use the Services or any Non-Roshi Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services or any Non-Roshi Product to store or transmit malicious code (such as viruses, worms, time bombs and Trojan horses), (v) attempt to interfere with or disrupt the integrity or performance of the Services, (vi) attempt to gain unauthorized access to the Services or Content or any Roshi systems or networks, (vii) use or attempt to use any data mining, robots, or similar data gathering and extraction tools to gather Content or any data other than Customer Data, (viii) permit direct or indirect access to or use of any Services, Content or Documentation in a way that circumvents a contractual usage limit, (ix) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (x) copy Content or Documentation except as specifically permitted by Roshi in writing, (xi) frame or mirror any part of the Services, Content or Documentation, other than as specifically permitted by Roshi in writing, (xii) disassemble, decompile, reverse engineer, adapt or otherwise attempt to gain access to any software component of the Services, to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or to modify, translate or create any derivative works based on any part of the Services, (xiii) access or use the Services, Content or Documentation in any way to build or support, or assist any third party in building or supporting, products or services competitive to Roshi, (xiv) access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or (xv) use the Services, Content or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Roshi or any person.

In addition to the foregoing restrictions, Customer shall not enable, facilitate or otherwise permit, and shall make every reasonable effort to prevent, any access, use or other action prohibited by this Section 2(b).

3.  Non-Roshi Products.

Roshi or third parties may make available certain third-party software applications or other products intended to interoperate with the Services (a “Non-Roshi Product”).  Any use by Customer of a Non-Roshi Product, and any exchange of data between Customer and any Non-Roshi provider, product or service, is solely between Customer and the applicable Non-Roshi provider and is subject to the terms and conditions of such Non-Roshi provider. Roshi does not warrant or support Non-Roshi Product, unless expressly provided otherwise in a writing signed by Roshi.  Roshi is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Roshi Product or its provider. Roshi cannot guarantee that the Services will interoperate as expected with any Non-Roshi Product or that if the Services do so interoperate, that they will continue to do so.

4. Fees and Payment

(a) Fees. Customer shall pay Roshi the fees (“Fees”) set forth in the Order Form without offset or deduction. Fees must be paid by check, ACH or wire transfer, cashier’s check or money order in US dollars.  All Fees are non-refundable and all payment obligations hereunder are non-cancelable, except as may be specifically permitted otherwise by the terms of this Agreement or by applicable law.

(b) Implementation Fees. The Implementation Fees must be paid within 30 days of execution of the Order Form and in any event, prior to the commencement of implementation services.

(c) Prepaid Service Fees. Any prepaid Service Fees must be paid prior to the date Services are made available for production access (the “Go-Live Date”).  To the extent that a prepaid Customer’s Go-Live Date is not on the first day of a calendar month, then the portion of such initial month following the Go-Live Date shall be adjusted on a pro-rata basis.

(d) Monthly Fees. All monthly Service Fees are payable on a calendar month basis.   In the event that a monthly-pay Customer’s Go-Live Date is not on the first day of a calendar month, Customer’s Service Fee for such initial partial month shall be adjusted on a pro rata basis. The Service Fees (i) for the first full month, plus any initial partial month) of a Term must be paid prior to the Go-Live Date, and (ii) for each subsequent month of Service, must be paid prior to the first calendar day of such month.  If the first day of a month falls on a weekend or holiday, the Service Fee due for that month must be paid on or before the final business day of the prior month.  

(e) Late Payments. If Customer fails to make any payment when due, without limiting Roshi’s other rights and remedies: (i) Roshi may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, (ii) Customer shall reimburse Roshi for all reasonable costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and (iii) if such failure continues for 10 days or more, Roshi may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full. 

(f) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Roshi’s income.

5. Proprietary Rights and Licenses

(a) Customer Data. Roshi acknowledges that, as between Roshi and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to such information of Customer’s that is submitted or posted by or on behalf of Customer to the Services (“Customer Data”); provided that Customer Data does not include Aggregated Data or Feedback (as such terms are defined below).  Customer hereby grants to Roshi a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Roshi to provide the Services to Customer. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data.

Customer acknowledges and is aware that as part of the Services, certain Customer data and information will be provided to or shared with state regulatory, tax or other authorities (through, for example, the Metrc system) so that Customer’s inventory can be tracked or otherwise monitored by applicable state authorities and technology systems (such data being referred to herein “Regulatory Data”).  Customer understands and agrees that Customer’s rights and obligations vis-a-vis the state with respect to Regulatory Data are controlled by applicable state rules and requirements (including relevant public records laws) which are outside the control of Roshi and as to which Roshi provides no assurances.

(b) Aggregated Data. Notwithstanding any other provision herein, Roshi may monitor Customer’s use of the Services and may collect and analyze data and other information relating to the use and performance of the Services and related systems (including, without limitation, Customer Data that is input into Roshi’s systems and data derived therefrom). 

For purposes hereof, “Aggregated Data” means data and information related to or derived from Customer Data and Customer’s use of the Services; provided that such data is aggregated and/or de-identified such that it cannot reasonably be used to identify Customer.  As between Roshi and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Roshi. Roshi is free to disclose and use, without attribution, compensation or any other obligation to Customer or any other person, any and all Aggregated Data for any legitimate interest or purpose, including without limitation to improve and enhance the Services and for other development, marketing or promotional purposes in connection with the Services and other Roshi offerings.

(c) Reservation of Rights. For the duration of the Term, Customer shall have the non-exclusive right to access and use the Services  in accordance with and subject to the terms set forth in this Agreement.  Subject to such limited rights of use and access, Roshi reserves all of its right, title and interest to the Services (and all underlying technology, software, patents, know-how), Content, Documentation, and Aggregated Data, including all related intellectual property rights (“Roshi IP”).   No rights are granted to Customer hereunder other than as expressly set forth herein.

Customer may not copy or use trademark, logo or other proprietary information (including images, text, page layout or form) of Roshi, its content providers or its affiliates without express written consent of Roshi.

(d) Feedback. If Customer or any of its employees, contractors or other agents provides any feedback, ideas, comments, questions, modifications, improvements and suggestions regarding the Services, Content or Documentation or any Roshi IP (“Feedback”), such Feedback is and at all times shall remain Roshi’s sole and exclusive property.  Customer hereby assigns to Roshi, on Customer’s behalf and on behalf of its employees, contractors and/or agents, all right, title and interest to such Feedback.  Roshi is free to disclose and use, without attribution, compensation or any other obligation to Customer or any other person, such Feedback (including any ideas, know-how, concepts or techniques contained in the Feedback) for any purpose whatsoever.

6. Confidential Information

(a) Confidential Information; General.

(i) “Confidential Information” means any non-public business, technical, financial or other confidential or proprietary information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Services or in connection with any testing or discussions relating to the Roshi platform. Each Party will use at least the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) safeguard such Confidential Information, (ii) not to disclose or otherwise convey any such Confidential Information to any other party, (iii) not to use any Confidential Information of the other Party for any purpose other than in connection with the provision of the Services or as otherwise expressly permitted herein, and (iv) to limit access to Confidential Information to those of Receiving Party’s employees and contractors who need such access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to Receiving Party that are not materially less protective than those herein.

(ii) Confidential Information of Roshi includes, but is not limited to, information regarding the Services, Content, Documentation, Aggregated Data, and the terms and conditions of this Agreement (including pricing).  Confidential Information of Customer includes, but is not limited to, Customer Data, Customer supply chain structures and constraints, and information regarding Customer’s business partners, suppliers and customers.  Confidential Information of each party includes information regarding business processes and plans, proprietary technology and technical information, products plans and designs and trade secrets.

(iii) Confidential Information does not include information that (A) is or becomes (without breach hereof) generally available to the public, (B) was in the possession of the Receiving Party or known by it prior to disclosure by the Disclosing Party or is disclosed to the Receiving Party by a third party not in violation of any obligations of confidentiality to the Disclosing Party, or (C) is independently developed by the Receiving Party.

(iv) Notwithstanding the foregoing, each Party may disclose Confidential Information to the extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or regulation. Roshi may disclose Confidential Information in accordance with Section 6(b) below.  Nothing shall prevent either Party from disclosing the terms of or pricing under this Agreement in any legal proceeding arising in connection with this Agreement.

(b) Regulatory Exceptions. Customer acknowledges and agrees that as a provider of a third-party system permitted to integrate with state regulatory cannabis inventory tracking systems (“Permitted System”), Roshi is required to share certain information with state authorities.  Customer agrees and acknowledges that Roshi may, without consent of or notice to Customer, share any Regulatory Data or other Customer Confidential Information with relevant state regulators, authorities, or other state agents (“State Agents”) either (i) upon request by any such State Agent or (ii) to the extent that Roshi reasonably believes that such disclosure is required by law, regulation or rule or Roshi’s terms of service as a Permitted System.  Customer understands and acknowledges that some states have reserved the right to access Customer’s Roshi account to retrieve certain Regulatory Data and other Customer Confidential Information and that Roshi shall not restrict such access.  However, in the event that Roshi receives a subpoena or other government request for Customer Confidential Information other than Regulatory Data, which request would reasonably be understood to be specifically targeted towards the Customer (as opposed to a broad request for information in connection with, for example, an audit of Roshi or its systems) and outside of the ordinary course of business, then Roshi will use commercially reasonable efforts, to the extent practicable and legally permitted, to provide Customer with notice of such subpoena or request.

7. No Warranties; Disclaimer

(a) The Services are provided to Customer “AS IS” without warranty of any kind. ROSHI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ROSHI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ROSHI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, BE SECURE, FREE OF HARMFUL CODE, OPERATE WITHOUT INTERRUPTION OR ERROR, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR FUNCTIONAL WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES.

(b) ROSHI STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY NON-ROSHI PRODUCTS.

8. Customer Representations; Indemnification

(a) Representations. Customer represents (i) that Customer shall at all times use the Services only in connection with (A) the cultivation, manufacture, distribution, transportation, and sale of cannabis or cannabis products, in each case, in full compliance with all applicable state and local law and regulation, or (B) the legal cultivation, manufacture, distribution, transportation, and sale of non-cannabis products, and (ii) that Customer shall at all times while using the Services have the appropriate licenses, permits, authorizations, and approvals required to legally conduct such business activities in their state, county, city, and any other relevant jurisdiction. Any use of the Services in a manner or for a purpose that violates applicable state or local law or regulation (or any federal law other than those directly regulating cannabis), that is fraudulent or deceptive, or that is not in compliance with the terms of this Agreement and the Documentation, shall be deemed an “Unauthorized Use”.

(b) Indemnification. Customer hereby agrees to indemnify and hold harmless Roshi against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees) in connection with any claim or action arising out of or relating to any alleged (i) misrepresentation by Customer of data or information, (ii) fraudulent or deceptive practices by Customer, (ii) Unauthorized Use by Customer. Customer may not settle any claim against Roshi unless Roshi consents in writing to such settlement. Roshi will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice, with Customer to bear the reasonable attorney’s fees and expenses of any such counsel and defense.

9. Limitation of Liability

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR FROM CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, FOR (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR (ii) DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL ROSHI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR FROM CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, UNDER ALL LEGAL OR EQUITABLE THEORIES EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ROSHI BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

10. Term and Termination

(a) Term.  The initial term of Services (the “Initial Term”) will (i) begin upon the Go-Live Date, (ii) will include the remainder of the initial month of Services (if the Go-Live Date is mid-month), plus the number of full months specified in the Order Form, and (iii) will automatically renew for successive periods equal to the expiring term unless either Party gives the other written notice of non-renewal at least 30 days before the end of the then-current term (each a “Renewal Term” and all such Renewal Terms, together with the Initial Term, the “Term”).

(b) Termination. In addition to any other termination right set forth in this Agreement:

(i)  The Customer may at any time terminate this Agreement, for convenience or otherwise without cause, by providing 30 days’ advance written notice to Roshi; provided that Customer will not be entitled to any refund of prepaid Fees.

(ii) Roshi may at any time terminate this Agreement if (A) any vendor or business partner of Roshi suspends or terminates Roshi’s access to or use of any third-party services or products required to enable Customer to access or use the Services, (B) a governmental authority suspends or terminates Roshi’s access to the relevant state inventory tracking system or revokes any other necessary regulatory permissions or credentials of Roshi, or (C) Roshi determines in good faith that continuing to provide Services in Customer’s jurisdiction or to Customer presents unacceptable legal, systems, security or other risk to Roshi, Customer, or any other customer, vendor or business partner of Roshi; provided that Roshi will provide Customer with at least 30 days’ advance written notice of such termination to the extent legally permissible and practicable; and provided further, that Customer will be entitled to a refund of prepaid Fees covering the portion of the Term remaining after the effective date of such termination.

(iii) Roshi may terminate this Agreement for cause, effective on written notice to Customer, if: (A) Customer fails to pay any amount when due hereunder, and such failure continues more than 30 days after Roshi’s delivery of written notice thereof, (B) a government authority suspends or terminates the Customer’s access to the applicable state inventory tracking system or revokes any other necessary regulatory permissions or credentials, or (C) Roshi has reason to believe that  Customer (1) is likely to cause legal liability or negative regulatory impact to Roshi, (2) has misrepresented any data or information or engaged in fraudulent or deceptive practices, or (3) is using the Services for an Unauthorized Use.  In such case, Customer will not be entitled to any refund of prepaid Fees.

(iv) Either Party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; provided that, if Customer terminates pursuant to this provision, Roshi will refund Customer any prepaid Fees covering the portion of the Term remaining after the effective date of such termination.

(c) Effect of Expiration or Termination. Upon expiration of the Term or earlier termination of the Agreement, Customer shall no longer have rights to access or use the Services; however, at Customer’s request, Roshi will make Customer Data available for electronic retrieval by Customer for a period of 30 days after such expiration or termination.  Thereafter Roshi may delete or render inaccessible any stored Customer Data.

(d) Survival.  All sections of this Agreement which by their nature should survive expiration of the Term or termination of this Agreement will survive any such expiration or termination, including, without limitation, the requirements and restrictions of Section 2, any payment obligations pursuant to Section 4 or any other provision herein (including any interest or collection costs that may become due in accordance with such provision after the date of expiration or termination), the provisions of Sections 5, 6, 7, 8, 9, and 10(c), and the general provisions of Section 11.

11. Miscellaneous

(a) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and (i) if to Roshi, to the address or email address listed below, or (ii) if to Customer, to the address or email address set forth on the Order Form, or in either case, to such other address that may be designated in writing by a Party to the other. All Notices must be delivered by personal delivery, email (with confirmation of receipt) or certified or registered mail (in each case, return receipt requested, postage pre-paid).  Notwithstanding the foregoing, Roshi may provide notice of any modifications to this Agreement for subsequent Renewal Terms via posting to the Roshi platform in accordance with Section 11(h) below.

Notice to Roshi should be delivered to:

Roshi Solutions, Inc.
5100 B-1 Clayton Road #228
Concord, CA 94521
Attn: Celia Carter, CEO or Jason West, CTO
By email: notices@roshi.me

(b) Governing Law. This Agreement will be governed by, interpreted, and construed in accordance with the laws of the State of California, without regard to such state’s conflicts-of-law rules. 

(c) Venue; Jurisdiction. The sole and exclusive venue for resolution of all disputes hereunder shall be Alameda County, California. The parties expressly consent to personal jurisdiction in California and waive any challenges to the jurisdiction of, and exclusive venue in, the courts located in Alameda County, California. Regardless of the foregoing, either Party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of Roshi’s intellectual property or proprietary rights.

(d) Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. 

(e) Use of Customer Logo. Customer agrees (i) that Roshi may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials, and press releases, and (ii) develop a brief customer profile for use by Roshi for promotional purposes.

(f) General.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer, whether by operation of law or otherwise, except with Roshi’s prior written consent. Roshi may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has authority of any kind to bind the other in any respect whatsoever. The parties agree that this Agreement, and any amendment or modification hereto, may be signed by electronic signature (e.g., DocuSign or other electronic signature technology) or by clicking a link (e.g., “I agree”) on the Roshi online ordering portal specifically indicating acceptance.

(g) Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.  In the event of any conflict among the following documents, the order of precedence shall be: (1) the Order Form, (2) these Terms of Service, and (3) the Documentation. 

(h) Amendment and Modification.  Roshi may update, amend, modify or revise the terms of this Agreement (including but not limited to with respect to pricing) for a subsequent Renewal Term by providing Customer with written notice (which may be delivered by posting to the Roshi platform), in either case  at least 45 days prior to the commencement of such Renewal Period.  By continuing its subscription to the Services for such Renewal Period, Customer accepts the updated Agreement.  Any other amendment or modification to, or waiver of, the terms of this Agreement must be set forth in a writing signed by both Parties.  No failure or delay in enforcing any right under this Agreement shall constitute a waiver of that right.