Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, products, application programming interfaces, software, professional services, and managed services made available by Root Digit (collectively, the "Services"). By accessing or using the Services, or by signing an order form or statement of work that references these Terms, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity.

1. The Services

Root Digit provides a portfolio of products and services centred on artificial intelligence, robotics, Internet of Things, and related software engineering. The Services may include:

• Software-as-a-service products including IndexPanel, Index Business Suite, AlienDesk, AlienDoor, and our developer APIs;
• Professional services including discovery, design, build, integration, and migration engagements;
• Managed services including ongoing operation, support, monitoring, and optimisation of customer systems;
• Training and enablement delivered through Root Digit Academy.

2. Order forms and statements of work

The specific Services you receive are described in an order form, statement of work, or equivalent document executed between you and Root Digit. Where these Terms conflict with such a document, the order form or statement of work prevails to the extent of the conflict.

3. Accounts and authorised users

Where the Services require an account, you are responsible for the accuracy of registration information, for maintaining the confidentiality of credentials, and for all activity that occurs under your account. You will promptly notify Root Digit of any suspected unauthorised access. You are responsible for the acts and omissions of your authorised users to the same extent as your own.

4. Acceptable use

Your use of the Services is governed by the Acceptable Use Policy, which is incorporated by reference. You will not use the Services in violation of that policy or applicable law.

5. Fees, payment, and taxes

Fees are set out in the applicable order form or pricing schedule and are payable in the currency specified. Unless otherwise stated, fees are due net thirty (30) days from the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Fees are exclusive of taxes; you are responsible for all sales, use, value-added, withholding, and similar taxes other than taxes based on Root Digit's net income.

6. Term, suspension, and termination

These Terms apply for the duration of any active subscription, project, or engagement, and any post-term obligations that survive by their nature. Either party may terminate for material breach not cured within thirty (30) days of written notice. Root Digit may suspend the Services without notice where suspension is necessary to protect the security or integrity of the Services or where required by applicable law.

7. Intellectual property

As between the parties, Root Digit retains all right, title, and interest in and to the Services, including all software, models, documentation, and improvements. You retain all right, title, and interest in your data and any content you submit to the Services. For custom development engagements, intellectual property ownership and licensing of deliverables is governed by the applicable statement of work.

Subject to these Terms, Root Digit grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the term solely for your internal business purposes.

8. Customer data and privacy

You retain all rights in customer data submitted to the Services. Root Digit processes personal data on your behalf in accordance with our Privacy Policy and the Data Processing Agreement, which is available for execution on request and incorporated by reference where personal data is processed.

9. Confidentiality

Each party will protect the other's confidential information using the same degree of care it uses to protect its own confidential information of like importance, and in any event no less than a reasonable degree of care. Confidential information may be used only for purposes of these Terms and disclosed only on a need-to-know basis to personnel under written confidentiality obligations.

10. Warranties and disclaimers

Root Digit warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly set forth in these Terms, the Services are provided "as is" and Root Digit disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, however caused. Each party's aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you under the applicable order form during the twelve (12) months preceding the event giving rise to liability. The foregoing limitations do not apply to liability for breach of confidentiality, indemnification obligations, payment obligations, or liability that cannot be limited under applicable law.

12. Indemnification

Root Digit will defend you against any third-party claim alleging that the Services, when used as permitted, infringe a valid intellectual property right, and will pay damages finally awarded or amounts agreed in settlement. You will defend Root Digit against any third-party claim arising from your data or your use of the Services in violation of these Terms. Each party's indemnification obligations are subject to the indemnified party giving prompt notice, allowing the indemnifying party to control the defence, and providing reasonable cooperation.

13. Force majeure

Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or utility failures, and pandemics.

14. Governing law and dispute resolution

For customers contracting with the Root Digit entity in the United Arab Emirates, these Terms are governed by the laws of the Dubai International Financial Centre and disputes are subject to the exclusive jurisdiction of the DIFC Courts. For customers contracting with the Root Digit entity in the United States, these Terms are governed by the laws of the State of Wyoming, without regard to conflict of laws principles, and disputes are subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming. The applicable contracting entity is identified on the order form.

15. Changes to these Terms

Root Digit may update these Terms from time to time. Material changes will be communicated through the customer portal or by email. For active subscriptions and engagements, the Terms in effect at the start of the current term continue to apply for that term, except for changes required by law or to address security or operational risk.

16. General

These Terms, together with the documents they reference, constitute the entire agreement between the parties on the subject matter and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full effect. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Notices must be in writing and sent to the addresses listed below.

17. Contact

Root Digit, Dubai International Financial Centre, Dubai, United Arab Emirates.
Root Digit LLC, 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States.
Legal correspondence: [email protected]