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Terms of Service
Rosebud AI, Inc.
Last revised: Jan 10, 2024
1. ACCEPTANCE OF TERMS
Rosebud AI, Inc. (“Rosebud”) provides technology-enabled services, including the software offering branded as Rosebud AI, the website at https://www.rosebud.ai/, and other related software, content, services and/or platform, including all versions and upgrades thereto (collectively, the “Services”). Your use of the Services in order to play and create content is subject to and governed by the terms and conditions in this Terms of Service (this “TOS”). Rosebud may, at its discretion, update this TOS at any time, and depending on where you reside, we may require your further consent to any updates to this TOS. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Rosebud.
PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
If you are entering into this TOS, you represent and warrant that you: (i) are of legal age to form a binding contract; (ii) have the right, authority, and capacity to agree to and abide by this TOS; and (iii) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13 OR THE LOWEST AGE PERMITTED BY APPLICABLE LAW, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER OR NO YOUNGER THAN THE LOWEST AGE PERMITTED BY APPLICABLE LAW.
2. RIGHTS
(a) Grant. Subject to and conditioned on your compliance with this TOS (including as set forth in Section 2(d)), Rosebud hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services for your personal, non-commercial or internal business use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Rosebud.
(b) Trademarks. You may not use “Rosebud” or any of Rosebud’s names, brands, trademarks, service marks or logos that Rosebud makes available on the Services (“Marks”). Rosebud claims trademark protection over all such Marks, and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Rosebud. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will inure to Rosebud’s benefit.
(c) Responsibility for Data. All information, data (including information received or provided by you through your use of the Services), text, documents, artworks, audio files, and other materials accessible through the Services (“Data”) are the sole responsibility of the party from whom such information, data, text, documents, artworks, audio files, or materials originated. You acknowledge and agree that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, via open source software platforms and Third Party Services (as defined below)), and such third parties, and not Rosebud, are entirely responsible for such Data; (ii) you, and not Rosebud, are entirely responsible for all Data (if any) that you submit, upload, email, transmit, or otherwise make available through the Services or to Rosebud, including ensuring the accuracy, completeness, and integrity of the Data; and (iii) you are solely responsible for giving all required notices and obtaining all necessary consents before submitting Data through or to the Services or Rosebud (each such submission, a “Prompt”). You further hereby represent and warrant that (1) you have all necessary rights and licenses to make available, submit, provide, and transfer all Data for Rosebud to exercise its rights granted and fulfill its obligations set forth herein, including as necessary for Rosebud to process any Prompts you submit to the Services in accordance with this TOS, and (2) that your submission of any Prompt and/or Data to Rosebud will not violate this TOS, any Rosebud usage guidelines or other policies, or any laws applicable to such Prompts and/or Data, including without limitation intellectual property laws and any privacy or data protection laws governing any personal or sensitive information contained in any Prompts and/or Data. For the avoidance of doubt, by submitting Data to Rosebud (including through a Prompt), you represent and warrant (a) that you have all necessary rights and consents for Rosebud to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made such Data as set forth in Section 4(a) and (b) for Rosebud to transfer and make available such Data to generative AI providers as set forth in Section 7(b).
(d) Accounts. To access the Services, you will need to create an account with Rosebud (an “Account”). To create this Account, you will be asked to provide an email address and birth date and create a username and password. Rosebud may request further additional information from you in order to authenticate your Account. You may not share your Account or password with anyone. You are fully responsible for all activities that occur under your Account, even if such activities were not authorized by you. You agree to notify Rosebud immediately of any unauthorized use of your Account or password or any other similar breach of security. If your Account remains inactive for three months or longer, Rosebud reserves the right to suspend or terminate your Account, with or without notice to you, and delete your content all without liability
3. PRIVACY POLICY
In addition to this TOS, the Rosebud Privacy Policy, available at https://www.rosebud.ai/privacy-policy, (“Privacy Policy”) applies to how Rosebud may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Rosebud may receive certain information about you, including personal and sensitive data, as set forth in the Privacy Policy, and Rosebud may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy, which may be amended from time-to-time.
4. PROPRIETARY RIGHTS
(a) License to Data. You hereby grant Rosebud and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide, including any Data, in connection with the Services. You acknowledge and agree that the technical processing and transmission of Data in association with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
(b) Ownership of the Services. The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Rosebud retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Rosebud, Rosebud and its licensors own all rights, title, and interest (including all intellectual property rights) in the Services and all data, content, code, artwork, and other materials within the Services and derived thereof. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Rosebud reserves all rights not expressly granted to you in this TOS. For the avoidance of doubt, Rosebud shall own and have all right and title to any data, content, code, artwork, or other materials created or generated as a result of any Prompt.
(c) User-Generated Content. The Services, including its various software, functionality, forums, and other interactive features, allow you to create user-generated content (“UGC”). Except to the extent prohibited by law, you hereby grant Rosebud a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to host, use, copy, reproduce, modify, adapt, publish, translate, run, create derivative works of, distribute, and publicly perform or display such UGC throughout the world in any media for any business purpose in connection with operating, providing, improving, or publicizing the Services. You agree and acknowledge and represent and warrant that (i) you own or otherwise control all rights in/to the UGC; (ii) any UGC created or generated by you shall be considered non-confidential and non-proprietary to you; (iii) you will not create or request to create any UGC that violates this TOS, any Rosebud usage guidelines or other policies, or any applicable laws; (iv) the UCG does not violate the rights of any third party, including infringing, misappropriating, or otherwise violating any third-party intellectual property or privacy rights; and (v) the UGC will not cause injury to another person or entity. Rosebud has no obligation or responsibility and assumes no liability for any UGC created, generated, or otherwise made available by you or any third party. Rosebud has the right but not the obligation to monitor, modify, or remove any UGC on its Services, and it may exercise these rights at any time, without notice or liability to you or any third party.
5. USER CONDUCT AND RESTRICTIONS
(a) Prohibit Conduct. In your use of the Services, you will not:
(i)use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;
(ii)reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(iii)interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
(iv)provide use of the Services on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
(v)access the Services for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Services;
(vi)violate any applicable local, state, provincial, federal, or international law or regulation, or use the Services for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(vii)remove or obscure any proprietary notice that appears within the Services;
(viii)impersonate any person or entity, including Rosebud personnel, or falsely state or otherwise misrepresent your affiliation with Rosebud, or any other entity or person;
(ix)forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(x)take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
(xi)use spiders, crawlers, robots, scrapers, automated tools, or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
(b) Prohibited Content. You will not upload, submit, post, email, store, transmit, or otherwise make available any content that:
(i)is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
(ii)may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any person;
(iv)consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
(v)contains software viruses or any other code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware;
(vi)contains infringing, libelous, or otherwise unlawful or tortious material; or
(vii)consists of information that you know or have reason to know is false or inaccurate.
(c) Enforcement. Rosebud shall have sole discretion and control over (i) moderating and removing any content and (ii) determining whether any content violates this TOS or any guidelines set forth by Rosebud. Rosebud’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by Rosebud, and does not create a private right of action for any other party.
6. FEEDBACK
If you elect to provide or make available to Rosebud any suggestions, comments, ideas, improvements or other feedback relating to the Services as provided through the Services or otherwise (“Feedback”), Rosebud shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
7. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
(a) Third Party Services. THE SERVICES MAY INCLUDE OR PROVIDE ACCESS TO THIRD PARTYPRODUCTS, SERVICES, CONTENT, DATA, OR OFFERINGS, INCLUDING ADVERTISING FOR SUCH ANDFURTHER INCLUDING OPEN SOURCE SOFTWARE PROVIDERS (“THIRD PARTY SERVICES”). YOUACKNOWLEDGE THAT DIFFERENT TERMS OF USE AND PRIVACY POLICIES MAY APPLY TO YOUR USE OFSUCH THIRD PARTY SERVICES AND THAT SUCH TERMS AND POLICIES ARE SOLELY BETWEEN YOU AND4THE ADVERTISER OR OTHER THIRD PARTY. YOU AGREE THAT ROSEBUD DOES NOT ENDORSE AND IS NOTRESPONSIBLE OR LIABLE FOR ANY ISSUES RELATED TO THIRD PARTY SERVICES.
(b) Generative AI. YOU ACKNOWLEDGE THAT ROSEBUD USES OPEN.AI’S GPT AND REPLICIATE,INC.’S APPLICATION PROGRAMMING INTERFACES (“APIS”) AND THAT SUCH APIS PROVIDE CERTAINGENERATIVE AI AND SIMILAR FUNCTIONALITIES AND INFORM THE OUTPUTS OF THE SERVICES.ROSEBUD MAKES NO REPRESENTATIONS AS TO THE ACCURACY OF ANY OUTPUTS OF THE SERVICES,AND GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, SUCH OUTPUTS OF THE SERVICES MAYBE INCORRECT. YOU SHOULD USE HUMAN REVIEW PRIOR TO USING ANY SUCH OUTPUTS.
8. INDEMNIFICATION
You shall indemnify and hold Rosebud and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Rosebud Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (i) Data or other content you provide to Rosebud; (ii) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; or (iii) your use of the Services, except as expressly permitted in this TOS.
9. DISCLAIMER OF WARRANTIES
(a) General Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AREPROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, INCLUDING AS RELATE. TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSEBUD PARTIES EXPRESSLY DISCLAIM ALLWARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OFDEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) UGC Disclaimer. EXCEPT AS PROHIBITED BY APPLICABLE LAW, ROSEBUD IS NOT LIABLE FOR ANDIS NOT OBLIGATED TO SCREEN, APPROVE, EDIT, OR CONTROL ANY UGC THAT YOU, USERS, CREATORS, OROTHER PERSONS OR ENTITIES CREATE, GENERATE, PUBLISH, OR OTHERWISE MAKE AVAILABLE ON THESERVICES. ROSEBUD MAY, HOWEVER, AT ANY TIME, WITHOUT NOTICE, AND WITHOUT ANY OBLIGATIONTO YOU OR ANY OTHER PERSON, REMOVE, EDIT, BLOCK OR SUSPEND THE AVAILABILITY OF ANY UGC THATROSEBUD THINKS VIOLATES THIS TOS OR IS OTHERWISE OBJECTIONABLE. YOU UNDERSTAND THAT WHENUSING THE SERVICES, YOU WILL SEE UGC FROM A VARIETY OF SOURCES AND YOU UNDERSTAND THATUGC COULD BE INACCURATE, OFFENSIVE, OR OBJECTIONABLE. YOU AGREE TO WAIVE, AND HEREBY DOWAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY THAT YOU HAVE OR MAY HAVE AGAINST ROSEBUDREGARDING UGC. IF NOTIFIED BY A USER OR CONTENT OWNER THAT UGC ALLEGEDLY VIOLATES THEROSEBUD TERMS, ROSEBUD MAY INVESTIGATE AND DECIDE WHETHER TO REMOVE THE UGC.
(c) No Implied Representations and Warranties. ROSEBUD PARTIES MAKE NO WARRANTY ORREPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICESWILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION ANDANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE,RELIABLE, CURRENT, OR COMPLETE.
(d) Non-Reliance. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FORINFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OFALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE SERVICES ANDYOU SHOULD NOT USE THE SERVICES FOR ADVICE OF ANY KIND.
(e) Disclaimer Limitation. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OFTHIS TOS (UNLESS SUCH LAW PROVIDES OTHERWISE).
10. LIMITATION OF LIABILITY
(a) Damage Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ROSEBUD PARTIES SHALL NOTBE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANYINDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDINGDAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVENIF ROSEBUD PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCHDAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. EXCEPT AS SET FORTHIN SECTION 11(b), IN NO EVENT SHALL ROSEBUD PARTIES’ TOTAL LIABILITY TO YOU EXCEED ONE-THOUSAND DOLLARS ($1,000).
(b) Liability Limit. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLYREGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT,WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOTTHE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLELAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILLBE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANTWITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. BETA SERVICES
(a) Beta Services Disclaimer. AS FURTHER SET FORTH IN SECTION 9, ALL ROSEBUD SERVICESLABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“Beta Services”) ARE PROVIDED “ASIS”, “AS AVAILABLE”, WITH ALL FAULTS, AND CUSTOMER’S USE OF SUCH BETA SERVICES IS AT ITS SOLE RISKAND ROSEBUD DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. Rosebud has noobligations in connection with or in the course of providing the Beta Services. Any expectations andestimates regarding Beta Services are based on factors currently known and actual events or results coulddiffer materially. Rosebud does not assume any obligation to update any Beta Services. In addition, any information about Rosebud’s roadmap outlines Rosebud’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated intothis TOS or any contract or other commitment. Rosebud undertakes no obligation either to develop thefeatures or functionality provided in the Beta Services, or to include any such feature or functionality in afuture release of the Services. You expressly acknowledge that the Beta Services have not been fully testedand may contain defects or deficiencies which may not be corrected by Rosebud. The Beta Services mayundergo significant changes prior to release of the corresponding generally available final version.
(b) Beta Services Liability Waiver. NOTWITHSTANDING SECTION 9(e), WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, ROSEBUD’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY ANDALL CLAIMS ARISING FROM OR RELATING TO THE BETA SERVICES.
12. SUSPENSION AND TERMINATION
(a) Termination for Convenience. Either party may terminate this TOS at any time. To terminate thisagreement, you may navigate to your Account and follow the instructions provided therein or reach out toRosebud at info@rosebudai.com.
(b) Termination or Suspension for Cause. If you violate this TOS, Rosebud may, with or withoutnotice to you, immediately suspend, or terminate your access and use of the Services.
(c) Right to Modify Services. Rosebud reserves the right at any time to modify, suspend, ordiscontinue the Services (or any portion thereof) with or without notice, and Rosebud shall not be liable toyou or any third party for any such modification or discontinuance;
(d) Effect of Termination; Survival. Upon termination of this TOS for any reason: (i) Rosebud, in itssole discretion, may remove and discard your content and information; (ii) you will immediately ceaseyour use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration ortermination of this TOS shall survive such expiration or termination. Further, you agree that Rosebud shall not be liable to you or any third party for any termination of your Account or access to the Services.
13. GOVERNING LAW
This TOS shall be governed by and construed and enforced in accordance with the United States FederalArbitration Act, other applicable federal laws, and the laws of the State of Delaware, without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale ofGoods shall not apply to this TOS, regardless of the states in which the parties do business or are incorporated.
14. BINDING ARBITRATION AND CLASS ACTION WAIVER
(a) Binding Arbitration. ALL CLAIMS ARISING IN CONNECTION WITH THIS TOS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATIONAWARD IS LIMITED.
(b) Arbitration Procedure. The arbitration shall be conducted by the American ArbitrationAssociation (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its ConsumerArbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing,administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conductedin the English language by a single independent and neutral arbitrator. For any hearing conducted inperson as part of the arbitration, you agree that such hearing shall be conducted in New Castle County,Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to bothparties with due consideration of their ability to travel and other pertinent circumstances, as determinedby the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral awardmay be entered in any court of competent jurisdiction.
(c) Class Action Waiver. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON ANINDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILARPROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BEB ROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN NEW CASTLE COUNTY, DELAWARE. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Injunctive Relief. Notwithstanding anything to the contrary, either party may seek injunctiverelief and any other equitable remedies from any court of competent jurisdiction, whether in aid of,pending, or independently of the resolution of any dispute pursuant to the arbitration procedures setforth in this Section 14.
(e) Effect of Changes. If Rosebud implements any material change to this Section 14, such change shall not apply to any Claim for which you provided written notice to Rosebud before the implementation of the change.
15. LEGAL COMPLIANCE
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws,rules and regulations, including without limitation, U.S. export laws and import and use laws of the country whereLicensed Material is delivered or used and you are not: (i) located in a country that is subject to a U.S. Governmentembargo, or designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S.Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
16. U.S. GOVERNMENT ENTITIES
This section applies to access to or use of the Services by a branch or agency of the United StatesGovernment. The Services includes “commercial computer software” and “commercial computer softwaredocumentation” as such terms are used in 48 C.F.R. § 12.212 and qualifies as “commercial items” as defined in 48C.F.R. § 2.101. Such items are provided to the United States Government: (i) for acquisition by or on behalf ofcivilian agencies, consistent with the policy set forth in 48 C.F.R. § 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. §§ 227.7202-1 and227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (a) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (b) acceptance of the rights and obligations herein.
17. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR TRADEMARK INFRINGEMENT
If you believe that your work has been made available through the Services in a way that constitutes copyright infringement or you are the owner of any Mark, or are an agent of such owner, and believe that any content available on the Services constitutes trademark infringement, please provide Rosebud’s Agent for Notice ofCopyright Claims the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the work or mark claimed to have been infringed, or, if multiple copyrighted works or protected marks are covered by a single notification, are presentative list of such works or marks; (iii) a description of the material that you claim is infringing and where that material may be accessed within the Services; (iv) your address, telephone number and email address; (v) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent or the law; and (vi) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Rosebud’s Agent for Notice of Copyright Claims. Rosebud’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
382 NE 191st St.
PMB 59485
Miami, FL 33179-3899
Phone Number: (509) 285-0912
Email: copyright@rosebudai.com
18. CALIFORNIA USERS & RESIDENTS
In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint AssistanceUnit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
19. GENERAL PROVISIONS
This TOS constitutes the entire agreement between you and Rosebud concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements betweenyou and Rosebud with respect to such subject matter. In the event of any conflict between or among this TOS andany other agreement, privacy policy, or usage guidelines to which this TOS refers, the terms and conditions of thisTOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by youand an authorized representative of Rosebud. You hereby consent and authorize Rosebud to contact andcommunicate with you through electronic means, including through email. Except as otherwise expressly providedin this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,”“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You maynot assign or delegate any right or obligation under this TOS without the prior written consent of Rosebud. Thefailure of Rosebud to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such rightor provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then suchprovision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate itsinvalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of ordelay in performance by Rosebud hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
20. FULFILLMENT POLICY
We value transparency and customer satisfaction, which is why we've outlined our fulfillment policies below. By understanding and agreeing to these policies, we can ensure a smooth and trustworthy transaction process for all our valued customers.
(a) Refund Policy
(i) Electronic Products: All sales of electronic products are considered final. However, if you encounter technical issues preventing proper use, please contact our support team within 30 days of purchase for assistance. If we are unable to resolve the issue, a full refund will be issued.
(ii) Subscriptions: Customers can cancel their subscriptions at any time. If you cancel within the first 7 days of your subscription start date or renewal, you are eligible for a full refund. After 7 days, you may cancel your subscription, but no refund will be provided. The service will continue until the end of the billing period.
(b) Delivery Policy
As we specialize in electronic products and subscriptions, all deliveries are conducted digitally via email or through your Rosebud AI, Inc. account dashboard. Upon purchase, you will receive an email confirmation containing download links or access instructions within 24 hours. Ensure your email address is correct at checkout to avoid delays.
(c) Return Policy
Due to the nature of our digital products and services, returns are not applicable. We encourage our customers to review all product information and trial versions where available before purchase. If you experience issues accessing or using your purchase, please reach out to our support team for assistance.
(d) Cancellation Policy
(i) Subscriptions: You may cancel your subscription at any time through your Rosebud AI, Inc. account settings. Cancellations will take effect at the end of the current billing cycle, allowing continued access until then. No partial refunds are provided for cancellations within an active billing period.
(ii) Pre-Orders: For any pre-ordered electronic products, cancellations are permitted up until the release date. Full refunds will be issued for any cancellations made during this period.
Additional Information
We reserve the right to update or modify these policies without prior notice. It's important to review our fulfillment policies periodically to stay informed of any changes. For further assistance or inquiries, please contact our customer support team.Building trust with our customers is paramount.
These policies are designed to protect both our customers and our business, ensuring a fair and transparent transaction process. We appreciate your cooperation and look forward to serving you with the highest quality electronic products and subscriptions.
Last revised: Jan 10, 2024
1. ACCEPTANCE OF TERMS
Rosebud AI, Inc. (“Rosebud”) provides technology-enabled services, including the software offering branded as Rosebud AI, the website at https://www.rosebud.ai/, and other related software, content, services and/or platform, including all versions and upgrades thereto (collectively, the “Services”). Your use of the Services in order to play and create content is subject to and governed by the terms and conditions in this Terms of Service (this “TOS”). Rosebud may, at its discretion, update this TOS at any time, and depending on where you reside, we may require your further consent to any updates to this TOS. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Rosebud.
PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
If you are entering into this TOS, you represent and warrant that you: (i) are of legal age to form a binding contract; (ii) have the right, authority, and capacity to agree to and abide by this TOS; and (iii) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13 OR THE LOWEST AGE PERMITTED BY APPLICABLE LAW, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER OR NO YOUNGER THAN THE LOWEST AGE PERMITTED BY APPLICABLE LAW.
2. RIGHTS
(a) Grant. Subject to and conditioned on your compliance with this TOS (including as set forth in Section 2(d)), Rosebud hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services for your personal, non-commercial or internal business use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Rosebud.
(b) Trademarks. You may not use “Rosebud” or any of Rosebud’s names, brands, trademarks, service marks or logos that Rosebud makes available on the Services (“Marks”). Rosebud claims trademark protection over all such Marks, and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Rosebud. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will inure to Rosebud’s benefit.
(c) Responsibility for Data. All information, data (including information received or provided by you through your use of the Services), text, documents, artworks, audio files, and other materials accessible through the Services (“Data”) are the sole responsibility of the party from whom such information, data, text, documents, artworks, audio files, or materials originated. You acknowledge and agree that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, via open source software platforms and Third Party Services (as defined below)), and such third parties, and not Rosebud, are entirely responsible for such Data; (ii) you, and not Rosebud, are entirely responsible for all Data (if any) that you submit, upload, email, transmit, or otherwise make available through the Services or to Rosebud, including ensuring the accuracy, completeness, and integrity of the Data; and (iii) you are solely responsible for giving all required notices and obtaining all necessary consents before submitting Data through or to the Services or Rosebud (each such submission, a “Prompt”). You further hereby represent and warrant that (1) you have all necessary rights and licenses to make available, submit, provide, and transfer all Data for Rosebud to exercise its rights granted and fulfill its obligations set forth herein, including as necessary for Rosebud to process any Prompts you submit to the Services in accordance with this TOS, and (2) that your submission of any Prompt and/or Data to Rosebud will not violate this TOS, any Rosebud usage guidelines or other policies, or any laws applicable to such Prompts and/or Data, including without limitation intellectual property laws and any privacy or data protection laws governing any personal or sensitive information contained in any Prompts and/or Data. For the avoidance of doubt, by submitting Data to Rosebud (including through a Prompt), you represent and warrant (a) that you have all necessary rights and consents for Rosebud to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made such Data as set forth in Section 4(a) and (b) for Rosebud to transfer and make available such Data to generative AI providers as set forth in Section 7(b).
(d) Accounts. To access the Services, you will need to create an account with Rosebud (an “Account”). To create this Account, you will be asked to provide an email address and birth date and create a username and password. Rosebud may request further additional information from you in order to authenticate your Account. You may not share your Account or password with anyone. You are fully responsible for all activities that occur under your Account, even if such activities were not authorized by you. You agree to notify Rosebud immediately of any unauthorized use of your Account or password or any other similar breach of security. If your Account remains inactive for three months or longer, Rosebud reserves the right to suspend or terminate your Account, with or without notice to you, and delete your content all without liability
3. PRIVACY POLICY
In addition to this TOS, the Rosebud Privacy Policy, available at https://www.rosebud.ai/privacy-policy, (“Privacy Policy”) applies to how Rosebud may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Rosebud may receive certain information about you, including personal and sensitive data, as set forth in the Privacy Policy, and Rosebud may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy, which may be amended from time-to-time.
4. PROPRIETARY RIGHTS
(a) License to Data. You hereby grant Rosebud and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide, including any Data, in connection with the Services. You acknowledge and agree that the technical processing and transmission of Data in association with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
(b) Ownership of the Services. The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Rosebud retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Rosebud, Rosebud and its licensors own all rights, title, and interest (including all intellectual property rights) in the Services and all data, content, code, artwork, and other materials within the Services and derived thereof. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Rosebud reserves all rights not expressly granted to you in this TOS. For the avoidance of doubt, Rosebud shall own and have all right and title to any data, content, code, artwork, or other materials created or generated as a result of any Prompt.
(c) User-Generated Content. The Services, including its various software, functionality, forums, and other interactive features, allow you to create user-generated content (“UGC”). Except to the extent prohibited by law, you hereby grant Rosebud a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to host, use, copy, reproduce, modify, adapt, publish, translate, run, create derivative works of, distribute, and publicly perform or display such UGC throughout the world in any media for any business purpose in connection with operating, providing, improving, or publicizing the Services. You agree and acknowledge and represent and warrant that (i) you own or otherwise control all rights in/to the UGC; (ii) any UGC created or generated by you shall be considered non-confidential and non-proprietary to you; (iii) you will not create or request to create any UGC that violates this TOS, any Rosebud usage guidelines or other policies, or any applicable laws; (iv) the UCG does not violate the rights of any third party, including infringing, misappropriating, or otherwise violating any third-party intellectual property or privacy rights; and (v) the UGC will not cause injury to another person or entity. Rosebud has no obligation or responsibility and assumes no liability for any UGC created, generated, or otherwise made available by you or any third party. Rosebud has the right but not the obligation to monitor, modify, or remove any UGC on its Services, and it may exercise these rights at any time, without notice or liability to you or any third party.
5. USER CONDUCT AND RESTRICTIONS
(a) Prohibit Conduct. In your use of the Services, you will not:
(i)use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;
(ii)reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(iii)interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
(iv)provide use of the Services on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
(v)access the Services for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Services;
(vi)violate any applicable local, state, provincial, federal, or international law or regulation, or use the Services for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(vii)remove or obscure any proprietary notice that appears within the Services;
(viii)impersonate any person or entity, including Rosebud personnel, or falsely state or otherwise misrepresent your affiliation with Rosebud, or any other entity or person;
(ix)forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(x)take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
(xi)use spiders, crawlers, robots, scrapers, automated tools, or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
(b) Prohibited Content. You will not upload, submit, post, email, store, transmit, or otherwise make available any content that:
(i)is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
(ii)may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any person;
(iv)consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
(v)contains software viruses or any other code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware;
(vi)contains infringing, libelous, or otherwise unlawful or tortious material; or
(vii)consists of information that you know or have reason to know is false or inaccurate.
(c) Enforcement. Rosebud shall have sole discretion and control over (i) moderating and removing any content and (ii) determining whether any content violates this TOS or any guidelines set forth by Rosebud. Rosebud’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by Rosebud, and does not create a private right of action for any other party.
6. FEEDBACK
If you elect to provide or make available to Rosebud any suggestions, comments, ideas, improvements or other feedback relating to the Services as provided through the Services or otherwise (“Feedback”), Rosebud shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
7. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
(a) Third Party Services. THE SERVICES MAY INCLUDE OR PROVIDE ACCESS TO THIRD PARTYPRODUCTS, SERVICES, CONTENT, DATA, OR OFFERINGS, INCLUDING ADVERTISING FOR SUCH ANDFURTHER INCLUDING OPEN SOURCE SOFTWARE PROVIDERS (“THIRD PARTY SERVICES”). YOUACKNOWLEDGE THAT DIFFERENT TERMS OF USE AND PRIVACY POLICIES MAY APPLY TO YOUR USE OFSUCH THIRD PARTY SERVICES AND THAT SUCH TERMS AND POLICIES ARE SOLELY BETWEEN YOU AND4THE ADVERTISER OR OTHER THIRD PARTY. YOU AGREE THAT ROSEBUD DOES NOT ENDORSE AND IS NOTRESPONSIBLE OR LIABLE FOR ANY ISSUES RELATED TO THIRD PARTY SERVICES.
(b) Generative AI. YOU ACKNOWLEDGE THAT ROSEBUD USES OPEN.AI’S GPT AND REPLICIATE,INC.’S APPLICATION PROGRAMMING INTERFACES (“APIS”) AND THAT SUCH APIS PROVIDE CERTAINGENERATIVE AI AND SIMILAR FUNCTIONALITIES AND INFORM THE OUTPUTS OF THE SERVICES.ROSEBUD MAKES NO REPRESENTATIONS AS TO THE ACCURACY OF ANY OUTPUTS OF THE SERVICES,AND GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, SUCH OUTPUTS OF THE SERVICES MAYBE INCORRECT. YOU SHOULD USE HUMAN REVIEW PRIOR TO USING ANY SUCH OUTPUTS.
8. INDEMNIFICATION
You shall indemnify and hold Rosebud and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Rosebud Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (i) Data or other content you provide to Rosebud; (ii) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; or (iii) your use of the Services, except as expressly permitted in this TOS.
9. DISCLAIMER OF WARRANTIES
(a) General Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AREPROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, INCLUDING AS RELATE. TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSEBUD PARTIES EXPRESSLY DISCLAIM ALLWARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OFDEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) UGC Disclaimer. EXCEPT AS PROHIBITED BY APPLICABLE LAW, ROSEBUD IS NOT LIABLE FOR ANDIS NOT OBLIGATED TO SCREEN, APPROVE, EDIT, OR CONTROL ANY UGC THAT YOU, USERS, CREATORS, OROTHER PERSONS OR ENTITIES CREATE, GENERATE, PUBLISH, OR OTHERWISE MAKE AVAILABLE ON THESERVICES. ROSEBUD MAY, HOWEVER, AT ANY TIME, WITHOUT NOTICE, AND WITHOUT ANY OBLIGATIONTO YOU OR ANY OTHER PERSON, REMOVE, EDIT, BLOCK OR SUSPEND THE AVAILABILITY OF ANY UGC THATROSEBUD THINKS VIOLATES THIS TOS OR IS OTHERWISE OBJECTIONABLE. YOU UNDERSTAND THAT WHENUSING THE SERVICES, YOU WILL SEE UGC FROM A VARIETY OF SOURCES AND YOU UNDERSTAND THATUGC COULD BE INACCURATE, OFFENSIVE, OR OBJECTIONABLE. YOU AGREE TO WAIVE, AND HEREBY DOWAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY THAT YOU HAVE OR MAY HAVE AGAINST ROSEBUDREGARDING UGC. IF NOTIFIED BY A USER OR CONTENT OWNER THAT UGC ALLEGEDLY VIOLATES THEROSEBUD TERMS, ROSEBUD MAY INVESTIGATE AND DECIDE WHETHER TO REMOVE THE UGC.
(c) No Implied Representations and Warranties. ROSEBUD PARTIES MAKE NO WARRANTY ORREPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICESWILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION ANDANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE,RELIABLE, CURRENT, OR COMPLETE.
(d) Non-Reliance. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FORINFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OFALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE SERVICES ANDYOU SHOULD NOT USE THE SERVICES FOR ADVICE OF ANY KIND.
(e) Disclaimer Limitation. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OFTHIS TOS (UNLESS SUCH LAW PROVIDES OTHERWISE).
10. LIMITATION OF LIABILITY
(a) Damage Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ROSEBUD PARTIES SHALL NOTBE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANYINDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDINGDAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVENIF ROSEBUD PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCHDAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. EXCEPT AS SET FORTHIN SECTION 11(b), IN NO EVENT SHALL ROSEBUD PARTIES’ TOTAL LIABILITY TO YOU EXCEED ONE-THOUSAND DOLLARS ($1,000).
(b) Liability Limit. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLYREGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT,WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOTTHE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLELAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILLBE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANTWITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. BETA SERVICES
(a) Beta Services Disclaimer. AS FURTHER SET FORTH IN SECTION 9, ALL ROSEBUD SERVICESLABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“Beta Services”) ARE PROVIDED “ASIS”, “AS AVAILABLE”, WITH ALL FAULTS, AND CUSTOMER’S USE OF SUCH BETA SERVICES IS AT ITS SOLE RISKAND ROSEBUD DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. Rosebud has noobligations in connection with or in the course of providing the Beta Services. Any expectations andestimates regarding Beta Services are based on factors currently known and actual events or results coulddiffer materially. Rosebud does not assume any obligation to update any Beta Services. In addition, any information about Rosebud’s roadmap outlines Rosebud’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated intothis TOS or any contract or other commitment. Rosebud undertakes no obligation either to develop thefeatures or functionality provided in the Beta Services, or to include any such feature or functionality in afuture release of the Services. You expressly acknowledge that the Beta Services have not been fully testedand may contain defects or deficiencies which may not be corrected by Rosebud. The Beta Services mayundergo significant changes prior to release of the corresponding generally available final version.
(b) Beta Services Liability Waiver. NOTWITHSTANDING SECTION 9(e), WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, ROSEBUD’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY ANDALL CLAIMS ARISING FROM OR RELATING TO THE BETA SERVICES.
12. SUSPENSION AND TERMINATION
(a) Termination for Convenience. Either party may terminate this TOS at any time. To terminate thisagreement, you may navigate to your Account and follow the instructions provided therein or reach out toRosebud at info@rosebudai.com.
(b) Termination or Suspension for Cause. If you violate this TOS, Rosebud may, with or withoutnotice to you, immediately suspend, or terminate your access and use of the Services.
(c) Right to Modify Services. Rosebud reserves the right at any time to modify, suspend, ordiscontinue the Services (or any portion thereof) with or without notice, and Rosebud shall not be liable toyou or any third party for any such modification or discontinuance;
(d) Effect of Termination; Survival. Upon termination of this TOS for any reason: (i) Rosebud, in itssole discretion, may remove and discard your content and information; (ii) you will immediately ceaseyour use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration ortermination of this TOS shall survive such expiration or termination. Further, you agree that Rosebud shall not be liable to you or any third party for any termination of your Account or access to the Services.
13. GOVERNING LAW
This TOS shall be governed by and construed and enforced in accordance with the United States FederalArbitration Act, other applicable federal laws, and the laws of the State of Delaware, without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale ofGoods shall not apply to this TOS, regardless of the states in which the parties do business or are incorporated.
14. BINDING ARBITRATION AND CLASS ACTION WAIVER
(a) Binding Arbitration. ALL CLAIMS ARISING IN CONNECTION WITH THIS TOS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATIONAWARD IS LIMITED.
(b) Arbitration Procedure. The arbitration shall be conducted by the American ArbitrationAssociation (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its ConsumerArbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing,administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conductedin the English language by a single independent and neutral arbitrator. For any hearing conducted inperson as part of the arbitration, you agree that such hearing shall be conducted in New Castle County,Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to bothparties with due consideration of their ability to travel and other pertinent circumstances, as determinedby the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral awardmay be entered in any court of competent jurisdiction.
(c) Class Action Waiver. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON ANINDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILARPROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BEB ROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN NEW CASTLE COUNTY, DELAWARE. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Injunctive Relief. Notwithstanding anything to the contrary, either party may seek injunctiverelief and any other equitable remedies from any court of competent jurisdiction, whether in aid of,pending, or independently of the resolution of any dispute pursuant to the arbitration procedures setforth in this Section 14.
(e) Effect of Changes. If Rosebud implements any material change to this Section 14, such change shall not apply to any Claim for which you provided written notice to Rosebud before the implementation of the change.
15. LEGAL COMPLIANCE
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws,rules and regulations, including without limitation, U.S. export laws and import and use laws of the country whereLicensed Material is delivered or used and you are not: (i) located in a country that is subject to a U.S. Governmentembargo, or designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S.Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
16. U.S. GOVERNMENT ENTITIES
This section applies to access to or use of the Services by a branch or agency of the United StatesGovernment. The Services includes “commercial computer software” and “commercial computer softwaredocumentation” as such terms are used in 48 C.F.R. § 12.212 and qualifies as “commercial items” as defined in 48C.F.R. § 2.101. Such items are provided to the United States Government: (i) for acquisition by or on behalf ofcivilian agencies, consistent with the policy set forth in 48 C.F.R. § 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. §§ 227.7202-1 and227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (a) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (b) acceptance of the rights and obligations herein.
17. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR TRADEMARK INFRINGEMENT
If you believe that your work has been made available through the Services in a way that constitutes copyright infringement or you are the owner of any Mark, or are an agent of such owner, and believe that any content available on the Services constitutes trademark infringement, please provide Rosebud’s Agent for Notice ofCopyright Claims the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the work or mark claimed to have been infringed, or, if multiple copyrighted works or protected marks are covered by a single notification, are presentative list of such works or marks; (iii) a description of the material that you claim is infringing and where that material may be accessed within the Services; (iv) your address, telephone number and email address; (v) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent or the law; and (vi) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Rosebud’s Agent for Notice of Copyright Claims. Rosebud’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
382 NE 191st St.
PMB 59485
Miami, FL 33179-3899
Phone Number: (509) 285-0912
Email: copyright@rosebudai.com
18. CALIFORNIA USERS & RESIDENTS
In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint AssistanceUnit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
19. GENERAL PROVISIONS
This TOS constitutes the entire agreement between you and Rosebud concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements betweenyou and Rosebud with respect to such subject matter. In the event of any conflict between or among this TOS andany other agreement, privacy policy, or usage guidelines to which this TOS refers, the terms and conditions of thisTOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by youand an authorized representative of Rosebud. You hereby consent and authorize Rosebud to contact andcommunicate with you through electronic means, including through email. Except as otherwise expressly providedin this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,”“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You maynot assign or delegate any right or obligation under this TOS without the prior written consent of Rosebud. Thefailure of Rosebud to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such rightor provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then suchprovision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate itsinvalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of ordelay in performance by Rosebud hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
20. FULFILLMENT POLICY
We value transparency and customer satisfaction, which is why we've outlined our fulfillment policies below. By understanding and agreeing to these policies, we can ensure a smooth and trustworthy transaction process for all our valued customers.
(a) Refund Policy
(i) Electronic Products: All sales of electronic products are considered final. However, if you encounter technical issues preventing proper use, please contact our support team within 30 days of purchase for assistance. If we are unable to resolve the issue, a full refund will be issued.
(ii) Subscriptions: Customers can cancel their subscriptions at any time. If you cancel within the first 7 days of your subscription start date or renewal, you are eligible for a full refund. After 7 days, you may cancel your subscription, but no refund will be provided. The service will continue until the end of the billing period.
(b) Delivery Policy
As we specialize in electronic products and subscriptions, all deliveries are conducted digitally via email or through your Rosebud AI, Inc. account dashboard. Upon purchase, you will receive an email confirmation containing download links or access instructions within 24 hours. Ensure your email address is correct at checkout to avoid delays.
(c) Return Policy
Due to the nature of our digital products and services, returns are not applicable. We encourage our customers to review all product information and trial versions where available before purchase. If you experience issues accessing or using your purchase, please reach out to our support team for assistance.
(d) Cancellation Policy
(i) Subscriptions: You may cancel your subscription at any time through your Rosebud AI, Inc. account settings. Cancellations will take effect at the end of the current billing cycle, allowing continued access until then. No partial refunds are provided for cancellations within an active billing period.
(ii) Pre-Orders: For any pre-ordered electronic products, cancellations are permitted up until the release date. Full refunds will be issued for any cancellations made during this period.
Additional Information
We reserve the right to update or modify these policies without prior notice. It's important to review our fulfillment policies periodically to stay informed of any changes. For further assistance or inquiries, please contact our customer support team.Building trust with our customers is paramount.
These policies are designed to protect both our customers and our business, ensuring a fair and transparent transaction process. We appreciate your cooperation and look forward to serving you with the highest quality electronic products and subscriptions.
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