Terms & Conditions ROOKConnect

Terms and Conditions ROOKServices

Last update June 3, 2026

ACCEPTANCE OF TERMS AND CONDITIONS

These Terms and Conditions govern your access, use, and provision of ROOK Services (hereinafter the “Services”) offered by Rookeries Development Corp., a Delaware Corporation (hereinafter referred to as "ROOK," "We," and "Us"). Therefore, when entering into agreements for the Services provision, both the general conditions outlined herein and the specific terms of your agreement shall apply. In the event of any inconsistency between the terms of your personalized agreement and these Terms and Conditions, the provisions of the personalized agreement shall prevail.

These Terms and Conditions apply to all Clients ("You" and "your"), indicating your consent to be bound by them. These terms and conditions serve the primary purpose of delineating the features of our Services and establishing a comprehensive repository of information regarding our operational procedures.

Your access to and use of the Services are subject to the following terms and conditions, as well as all applicable U.S. laws, You hereby consent to the retrieval and disclosure of information within the scope of your authorized access, in accordance with these terms.

This agreement is legally binding, hence, it is imperative for You to carefully review its contents. We reserve the right to amend, supplement, or modify these Terms and Conditions at any time. Material changes, including those affecting the Services, data processing practices, or security obligations, will be notifi ed to You at least fifteen (15) days prior to taking effect through our available communication channels. Non-material changes, such as formatting updates or typographical corrections, will take effect immediately upon publication. The "Last Updated" date at the top of these Terms and Conditions indicates when they were most recently revised. Continued use of the Services after the effective date of any changes constitutes acceptance of the revised terms.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING AND USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

DEFINITIONS

Client: Means the entity, company, organization, healthcare provider, or other customer that accesses, configures, integrates, or uses the Services and determines how the Services are used in connection with its End Users.
Client’s End User / End User: Means an individual whose health, wellness, fitness, activity, or related Data is collected, processed, analyzed, and made available through the Services by ROOK on behalf of You, so that You may use such Data for your own business purposes and to offer its products or services to such individuals.
User: Means any person or entity that accesses or uses the Services for a limited period of time for testing, evaluation, sandbox, or similar non-production purposes.
The Services: ROOKConnect and all related services, functionalities, APIs, SDKs, software tools, modules, features, websites, portals, dashboards, integrations, webhooks, analytics, scores, extraction tools, add-ons, and other technology solutions made available by ROOK, including any updates, enhancements, or ancillary services provided in connection therewith.
ROOK Portal: A centralized online platform provided by ROOK that provides a centralized interface for managing the ROOK API, through which You and Users can configure wearable device connections, manage API keys, and analyze User activity.
ROOKConnect: Is a comprehensive service offered by ROOK that simplifies the collection and delivery of End Users' health Data from various sources. It is one of the products provided by ROOK, aimed at facilitating the integration of health Data into your applications. For further information visit the docs link here.
ROOKScore: Is a service provided by ROOK that evaluates the health level of your End Users using health Data collected and supplied by ROOKConnect. It provides an easy-to-understand score in the range of 0 to 100, indicating the health status of your End Users. For further information visit the docs link here.
API: Enables software applications to interact and share Data. In ROOK, it allows apps to access and integrate health Data from wearables, facilitating data-driven health recommendations.
Webhook: Provide Data to apps without a request, enhancing immediate data sharing. In ROOK, they notify apps about Data updates, improving responsiveness.
SDK: Off ers tools for developers to build applications, including libraries and code samples. ROOK's SDK helps developers integrate Data into their apps, fostering innovation in health-related functionalities.
Data: Any information generated, transmitted, received, stored, or processed through the Services, including but not limited to health, wellness, fitness, activity, biometric, body-related, and demographic information collected from End Users via connected devices, wearables, and sensors.
Personally Identifiable Information (PII): Any representation of information that permits the identity of an individual to whom the information applies to be reasonably inferred by either direct or indirect means.
De-identification: Also anonymization or pseudo anonymization; is the process of removing or masking personally identifiable information (PII) of the End User’s Data Information to reduce the risk that subjects’ identities could be connected with the Data.
De-identified Data: Refers to Data from which all personally identifiable information has been removed or masked and there is no way with a minimum risk to relate to the End User.
Account Status: A purchase order document detailing your purchase and the Services provided by ROOK, as well as the monthly amounts to be paid.
End User: Is the user from whom the Data or information is obtained with their prior authorization.
Payment deadline: The maximum date on which You can make the payment of the invoice for the Services obtained from the immediate previous month.
Services price or Fees: This refers to the sum payable by You to ROOK in exchange for the utilization of the Services as outlined in the agreement.
Cut-off date: It is the day on which the Services will be intentionally suspended due to non-payment of the invoice for the Services.
Services reconnection: Connection, and installation of the Services that has been previously suspended and that gives rise to the collection of a right for this concept by ROOK.
Parties: Means You and ROOK.

CAPACITY AND AUTHORIZATION

The contracting of the Services provided by ROOK is exclusively reserved for individuals or legal entities possessing the legal capacity to enter into contracts and commercial agreements, as stipulated by the laws of the contracting party's jurisdiction.

Permission to contract the Services will not be granted to individuals or legal entities represented by anyone who has breached the Terms and Conditions of ROOK's site, any other agreed-upon provisions, or who has engaged in any illegal activity involving the Services. Additionally, this restriction applies to the use of the website.

INTELLECTUAL AND INDUSTRIAL PROPERTY AND COPYRIGHT

You acknowledge that ROOK is the exclusive owner of the intellectual and industrial property rights of Rookmotion, ROOK, ROOKConnect, and ROOKScore, whether these rights are registered or unregistered. This ownership includes all the Services.

The scope of these rights extends to certificates of invention, trade names, commercial messages, and model registrations. It also includes copyrights, inventions, processes, patents, trademarks, utility models, and industrial designs. Furthermore, We hold rights over physical and electronic files, software features, source code, graphics, photographs, videos, images, music, sound, texts, logos, domain names, databases, networks, and Data featured on the website “www.tryrook.io” and any other similar sites owned by ROOK.

We exclusively reserve the right to utilize our intellectual and industrial properties for our own benefit. Importantly, the use of the Services does not imply any transfer of these rights, either wholly or in part, to You. Furthermore, it is crucial to understand that the ROOK Terms and Conditions should not be construed as conferring any rights, including but not limited to trademarks, trade names, advertising slogans, copyrights, or other types of industrial property rights, to You or any individuals or companies engaged in commercial or business relations with Us.

All of the aforementioned rights are protected under U.S. laws, international laws, and current treaties related to intellectual property and copyright matters.

You shall refrain from requesting the registration of trademarks or industrial or intellectual property rights that are identical or confusingly similar to the trademarks or industrial or intellectual property rights owned by ROOK.

The copying, reproduction, adaptation, modification, distribution, commercialization, licensing, forwarding, disclosure, public communication, and/or any other action that generates a breach of current US or international legislation on intellectual and/or industrial property is prohibited without prior express written authorization from ROOK.

DESCRIPTION OF THE SERVICES

The Services are revolutionary tools aimed at enhancing the landscape of health metrics and recommendations within software and applications. With ROOK, developers gain access to a comprehensive API that streamlines the integration, processing, and embedding of Data from numerous wearables and other relevant sources. This empowers applications to deliver more meaningful insights and guidance to You regarding End Users health and wellness. For detailed information regarding the functionalities, definitions, guidelines, structures, analysis, and implementation operations of the Services, please refer to the following link. Within this documentation, You will find everything they need to know about leveraging ROOK to its fullest potential. These resources are integral components of our terms and conditions, ensuring transparency and accessibility for You. Access the documentation here.

Sandbox Testing Environment. We offer You and Users access to our ROOKSandbox, which is an exclusive User Testing Environment on the ROOK Portal. This provides a dedicated environment designed for testing and developing applications integrated with the Services. Access to this sandbox is subject to compliance with its respective Terms and Conditions, which are presented and must be accepted by the User prior to accessing the ROOKSandbox environment within the ROOK Portal.

Service Levels. We commit to maintaining a minimum service availability target for the Services as specified in your personalized agreement. In the event of Services interruptions or incidents affecting availability, We will communicate updates through available channels in accordance with the procedures established in your agreement.

RULES OF USE

It is prohibited for You the following:

Modify, disable, or use the ROOK technology in a way that hinders, damages, or impairs ROOK, to the technology of the Services, or to the use that any other person makes of the Services.
Use ROOK and the Services technology to disrupt, interfere with, or attempt to gain unauthorized access including, without limitation to the Services, servers, devices, or networks connected to the Services or that are accessible from them.
Extract, build databases, or in any other way replicate Data not owned and accessed or acquired without proper authorization from the owner or ROOK, as applicable, using the technology provided by the Services.
Attempt to circumvent the limitations that ROOK places on your use of the Services.
Use the API/Webhook in a manner that circumvents the technical limitations of the accessed Services, as well as reverse engineer, decrypt, unmask, decompile, and/or disassemble the Services.
Use the Services or any of the Data obtained through them to identify, exploit, or publicly communicate possible security vulnerabilities.
Request, use, or make available to third parties Data obtained through the Services outside of permissions expressly granted by You and Users or not authorized in the contract.
Redistribute, resell, lease, and/or license the Services or its access.
Forge or alter unique reference identifiers found in or assigned to the Services, or otherwise obscure or alter the origin of queries from the API/Webhook in order to disguise a violation of these terms and conditions and the personalized Agreement.
Use the Services or allow others in a manner that violates applicable law.

PAYMENT

We offer various pricing packages tailored to your business model and needs. Our usage-based pricing structure is designed to maximize value for You while minimizing costs. For further information please click in the link here

Payment of the Fees detailed in your account statement will be collected monthly on the agreed-upon date (Payment Date) through authorized payment platforms. Failure to make payment will result in the suspension of the Services thirty (30) days after the payment due date (Cut-off date).

In case of non-compliance or delay of payment, interest shall accrue to past due amounts at the rate of 1.5% (one point five) per month or the maximum permitted by law, whichever is lower, calculated from the date such amount was due until the date that payment is received by ROOK. You shall reimburse ROOK for the reasonable collection costs, including reasonable fees and expenses of attorneys.

TERM AND TERMINATION

The term of your engagement with Us has an initial duration of twelve months and starts on the effective date of the formalization of the agreement. The subscription term shall automatically renew after the Initial Term for successive Renewal Periods unless a party gives written notice of its election not to renew at least thirty (30) days prior to the expiration of the then-current Term.

TERMINATION CAUSE

The agreement may be terminated by either Party, in whole or in part, i) if the other Party shall file a petition in any bankruptcy, reorganization, insolvency, liquidation or similar proceeding or any proceeding for relief under bankruptcy or similar Law shall be instituted against such Party and not dismissed or stayed within sixty (60) days; ii) if the other Party fails to remedy a material breach of the terms and conditions within sixty (60) days of receipt of written notice of such breach (observe section of BREACH OF NON-COMPLIANCE); iii) ROOK may suspend and terminate this agreement or any of the Services immediately upon notice if ROOK reasonably determines that its provision of any of the Services is prohibited by applicable law or has become impractical or unfeasible for any legal or regulatory reason; iv) in case of illegal use of the Services by the customer, in which ROOK has knowledge or is notified by a jurisdictional authority; v)if one of the Parties incurs in lack of veracity, total or partial, regarding the information provided for the personal agreement and its execution.

DATA RETURN AND DELETION

Upon termination or expiration of the agreement, We will retain your Data and End User Data in accordance with the periods established in ROOK's Data Retention and Destruction Policy, which comply with applicable legal requirements. If You request earlier deletion of End User Data prior to the expiration of such retention periods, We will proceed accordingly and will provide a certification of deletion upon request. We may retain aggregated, anonymized, or De-identified Data derived from the Services for internal analytics, product improvement, and legitimate business purposes.

BREACH OF NON-COMPLIANCE

This section applies to breaches of contractual and commercial obligations under the Terms and Conditions. Breaches related to Data security, privacy, or confi dentiality are governed by the Security and Confidentiality sections respectively.

In the event of any breach of the obligations outlined in these terms and conditions or those specified in your personalized agreement by either Party, immediate notification is required. The breaching Party shall have a maximum period of 15 days to rectify the breach, except for non-compliance in the payment section, which necessitates immediate notification.

Should the breach persist beyond the aforementioned timeframe, the affected Party reserves the right to demand either the enforced fulfillment of the agreement or its termination. In the event of termination, the breaching Party shall be liable for a conventional penalty not exceeding 10% (ten percent) of the total agreement amount.

If the option to terminate the agreement is chosen, the affected Party will duly notify the other Party of the rescission request, providing grounds and motivations. The other Party will then have a maximum period of 5 (five) calendar days to respond, with the opportunity for a hearing. In the absence of a mutually agreeable solution, the Parties will sign the termination agreement within 5 (five) calendar days thereafter.

DATA, PROPERTY, USE

Property of Data Your Data.

ROOK acknowledges that all Data submitted and disclosed by You to Us is owned by You. We under no circumstances withhold your Data from You or prevent You from obtaining access to your Data.

End User Data. All Data entered or imported from an End User via the Services is owned by the End User. End User Data is collected, processed, and stored by ROOK as part of the Services provided to You.

ROOK Data. You agree that ROOK owns all Data submitted by ROOK into the Services, and/or all Data disclosed is derived from the provision of the Services and from the contractual relationship between the Parties.

Parties Data. It is considered property of each Party certain trademarks, service marks, trade dress, logos, symbols, trade names, domain names, other indications of source, designs, copyright protected materials, infomercials, marketing materials, commercials, original works of authorship (including still and moving images and other recorded material, text, and other works of authorship), prints, product and package designs and configurations, inventions, labels, advertising and promotional material, trade secrets, information relating to research and development, inventions, developments, improvements, methods and processes, know-how, drawings, specifications, compositions, concepts, ideas, prototypes, models, samples, formulations, patents, formulae, writings, notes, and business information and plans (including, without limitation, consumer information, business plans, financial information, products, services, manufacturing processes and methods, costs, sources of supply, advertising and marketing plans, customer lists, sales, profits, pricing methods, personnel, and business relationships arising therefrom or relating thereto), which are proprietary to and/or embody the substantial creative efforts of such Party. All access to this data will be with the prior written consent of the Parties in response to the request for access.

Use of Data

The use of the data is treated under the precepts of the Privacy Policy that belongs to this binding document, please read the Privacy Policy that ROOK has made available to You in the following link.

About the data for the provision of the Services.

All access to the Parties’ data considered in the section above will be with the Parties' express consent in response to the request for access.

You agree that ROOK, or a third party designated by Us (which shall be subject to the same confidentiality and security obligations as ROOK) will have access and may use the anonymized Data uploaded by Your End Users, in a declarative but not limited form, for creating studies, analyses, and statistics. No prior written or oral authorization by You will be necessary other than the granted in these terms and conditions and your personalized agreement.

Your End Users' consent to ROOK for accessing, collecting, using, processing, storing, and disclosing their Data will be obtained at the time of accessing and accepting the connection/binding of the Services, in accordance with the privacy policy and these terms and conditions. However, as a ROOK client, it is your responsibility to ensure that your End Users also authorize ROOK to access, collect, use, process, store, and disclose their Data. This includes granting authorization for ROOK to act as your data processor and to handle Personally Identifiable Information (PII) if You share or disclose it to ROOK on behalf of your End Users.

The Parties agree and commit to eliminating any risk that violates any regulation regarding the security of sensitive Data or personally identifiable Data, for which Parties agree that the information collected. transmitted, stored, and disclosed is under pseudoanonymization processing so that the handling of said information results in pseudoanonymized Data, using a unique user_id provided as identifier “ the user_uuid” We undertakes to store your End User’s pseudoanonymized Data with the tokens that generate the "user_uuid", used and issued by You, and perform the provision of the Services under these concepts to avoid linking the End User’s Data with the personally identifiable information of your End Users.

You accept that there is no possibility that ROOK stores, collects, uses, disclosures, and provides the Services if You do not use the “user_uuid” for you End Users. We may use your Data, including business contact information, for purposes related to the provision, support, improvement, and marketing of the Services, including communications with You and prospective clients, in accordance with ROOK's Privacy Policy.

SECURITY

Safeguards. We have established and maintained appropriate administrative, physical, and technical safeguards to prevent the destruction, loss, or alteration of Data, as well as unauthorized access to, use, or disclosure of Data. Our security measures include industry-standard practices such as encryption, access controls, firewalls, and regular security assessments, all aimed at safeguarding the confidentiality, integrity, and availability of your Data.

Compliance: Our Data processing practices adhere to applicable Data protection laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”), the General Data Protection Regulation (“GDPR”), the Federal Law on Protection of Personal Data Held by Private Parties (Mexico), and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”)R), ensuring that your Data and your End User’s Data is handled in a lawful and transparent manner.

Confidentiality: We maintain strict confidentiality of the data and ensure that it is accessed only by authorized personnel for legitimate purposes.

Data Breach Notification: In the event of a Data breach that may compromise the security of the Data, We will notify You in accordance with the timelines and procedures described in the Privacy Policy and applicable law, and will take necessary steps to mitigate any risks.

Third-Party services: If we engage third-party service providers for Data processing activities, we ensure that they adhere to similar security standards and contractual obligations to protect the Data.

Your Responsibilities: You are responsible for maintaining the security of your account credentials and promptly notifying Us of any unauthorized access or suspicious activities related to your account.

Updates: We periodically review and update our security measures to adapt to evolving threats and technological advancements, striving to maintain the highest level of Data security.

It is your responsibility to restrict access and manipulation of your digital platform to unauthorized individuals, in accordance with the aforementioned regulations.

By using the Services, You agree to abide by these security measures and acknowledge that while we take reasonable steps to protect the Data, no method of transmission over the internet or electronic storage is entirely secure.

CONFIDENTIALITY

“Confidential Information" means any non-public information, technical or non-technical, that You and/or Us furnishes or discloses to the other, directly or indirectly, in tangible or intangible format, including, but not limited to, information related to our engagement and any negotiations, conversations or agreements made under the personalized agreement or the Commercial Purpose, software or hardware products, intellectual property, ideas, trade secrets, know-how, show-how, designs, specifications, drawings, sketches, financial and marketing information, strategic business plans, prices, budgets and estimates, product development, training materials, services provided to specific customers, sales volume, any customer Data, equipment specifications and deployment, current or prospective relationships with vendors or independent contractors, implementation and use of technology, the marketing or promotion of any product, business, policies or practices and information received from others that Disclosing Party is obligated to treat as confidential. Such information, in whole or in part, together with any analyses, compilations, programs, reports, proposals, studies, or any other documentation, prepared by or in the possession of You and/or us, which contain or otherwise reflect or make reference to such information, whether or not specifically marked as confidential. ROOK and/or You may indicate, either in writing or verbally, that such information is confidential. Confidential Information also includes any information or material obtained through or from meetings, documents, e-mails, correspondence, or inspection of any tangible items or that references Confidential Information.

You and ROOK agree that all existing and future information derived from your engagement and the provision of the Services will be confidential, with the commitment not to make any disclosure to third parties.

Due to the foregoing, Parties are obliged to sign and demand compliance of the NDA (Non-Disclosure Agreement) with those authorized persons for access and management of the information foreseen mentioned above.

In the event that the confidential information becomes known to third parties unrelated to them due to intent, negligence, or bad faith attributable to the Parties and/or their staff , the responsible must be liable for damages, caused to the other, without prejudice to the responsibilities and legal sanctions provided in the law, related to industrial secrecy, which would be incurred in the event of non-compliance with these statements.

The confidentiality obligation described above is for a period of 5 (five) years from the termination of the binding obligations.

Likewise, the Parties may disclose confidential information to the extent that such disclosure is reasonably necessary to comply with law or an enforceable judicial order, provided, however, that it shall, to the extent reasonably possible, give reasonable advance, to the disclosing party and, at the disclosing party's request, shall cooperate with the disclosing party to seek a protective order or another appropriate remedy. The receiving party will use reasonable eff orts to secure confidential treatment by the recipient of any Confidential Information that will be disclosed.

You and ROOK agree and acknowledge that within the confidential information that will be delivered, there are industrial secrets, understood as all that information owned by any one of us that has revealed it, of industrial and commercial application that allows it to obtain and maintain, among other things, economic and market advantages over its competitors.

You and ROOK agree to keep the confidential information strictly confidential, and in this act undertake not to market, lease, assign, copy, sell, disclose, transfer, modify, translate, reproduce, transfer totally or partially, or put otherwise confidential information available to third parties. Likewise, You undertake not to use the confidential information for purposes other than those indicated in any of the binding documents.

INDEMNIFICATION

You will defend, indemnify and hold ROOK harmless, including ROOK’s subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising out of or in connection with (i) Non-compliance by You with any law or regulation (including concerning privacy); (ii) the use of the Services, Data and/or End User content, by You; or (iii) Client's violation of these terms and conditions AND/or your agreement with Us, AND/or the rights of another party including those of End Users.

Indemnity by ROOK. We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright, or trade secret and will indemnify You for any damages fi nally awarded against You in connection with any such Claim.

You agree that this provision will survive any termination of this agreement or access to the Services.

WARRANTIES

You acknowledge and agree that your use of the Services is undertaken at your own risk, to the fullest extent permitted by law, and that they are provided on an "as is" and "as available" basis. ROOK expressly disclaims all warranties, representations, and conditions, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of the Services, any agreements made with ROOK, and/or any products sold or developed by ROOK.

ROOK does not warrant that: i) the Services will meet your requirements; ii) the Services will be uninterrupted or error-free; iii) the Services will be one hundred percent secure; iv) the results obtained from the use of the Services are one hundred percent accurate; v) the quality of the Services, products, information, or other material obtained through the Services will meet your expectations.

You understand and agree that ROOK is not a medical, nutritional, or fitness authority, specialist, or provider and that the Services, advice, counseling, and scores provided to You and your customers do not constitute a substitute for medical care and advice from a licensed and qualified health professional. ROOK does not provide guarantees and/or assurances regarding the benefi ts or advice of the Services.

To the maximum extent permitted by law, any warranties required by law, if applicable, will be limited to the shortest period permitted by law.

LIMITS OF LIABILITY

You understand and agree, to the maximum extent permitted by law, that ROOK is not responsible for any type of i) loss, error, or interruption of use or the Data, ii) loss of benefits, profits, revenue about the Data, usage and/or business, iii) cost of cover, damages or costs due to loss of production, use, business interruption, acquisition of substitute goods, or services; whether in a direct, indirect, incidental, special, or subsequent, exemplary, and/or punitive way each one mentioned above, even if the party knew or should have known of the existence or possibility of such loss or damage.

To the fullest extent permitted by law, ROOK's total liability in connection with each order shall not exceed the amount paid or payable by You to ROOK during the last six months prior to the event giving rise to liability, (provided that, if no Fees are paid or payable, such amounts will be limited to one hundred dollars (USD $100.00).

The Parties concur that the waivers and limitations outlined are effective irrespective of the nature of the action, be it contract, tort (including negligence), strict liability, or any other form. These provisions will remain in force and continue to apply even if any specific remedy in this agreement fails to achieve its fundamental objective.

MARKETING AND PUBLICITY

You agree to always conduct yourself in a manner that promotes the benefi t and positive image of ROOK.

The Parties agree not to engage in unfair commercial practices that may result in error, misinterpretation, or actions contrary to the ethics of national and international commercial and advertising standards.

You and ROOK also agree to obtain prior written consent from the other party before making any oral or written reference to the Services provided or received, including the use of intellectual property such as the logo, website, and other advertising materials.

Furthermore, Parties agree to submit all digital or printed materials intended for use in the promotion of the Services and/or your products and interface for approval before implementation.

MISCELLANEOUS

Relationship Between The Parties. These terms and conditions and all agreements between You and Us do not create any joint venture, partnership, agency, or employment relationship between us. You and ROOK agree that labor relations will be maintained in all cases between the contracting party and their respective workers, employees, and officials, even in the cases of work carried out jointly and carried out in the facilities or with equipment of any of the Parties. In no case may the other party be considered as a substitute employer, being exempt from any responsibility in matters related to said personnel, and the Party that hired the worker, employee, or offi cial in question must, in peace and safely and indemnify the other Party in case of labour, individual and collective, social security and any other related disputes caused, directly or indirectly, by personnel of the former.

Contributions. You and ROOK agree that all contributions that must be covered by reason of the execution of the provision of the Services will be covered by the party that is obliged to do so, in accordance with the applicable tax provisions.

Force Majeure. In the event that ROOK will be unable to provide or continuously provide the Services, due to unforeseen circumstances or force majeure, such as fi re, earthquake, flood, or other events of nature or man-made events beyond the control of ROOK such as war, strikes, suspension of public services, bombs, damage to the software or others, will not be considered as a cause of non-compliance, the commercial relationship may be terminated in advance without prejudice to any of the Parties, without giving rise to the payment of conventional penalties and/or damages. In this case, You will only have to pay the proportional part of the time that the Services has been used, and for the additional Services that You have used.

Jurisdiction And Competence. For the resolution of any controversy that may arise regarding the interpretation or fulfillment of these Terms and Conditions, the Parties submit to the jurisdiction of the competent courts located in Delaware, United States, expressly renouncing any other jurisdiction that may correspond to them. Prior to any legal action, the Parties agree to attempt mediation in accordance with the procedures established in the personalized agreement.

DOUBTS? ANY COMMENTS?

Have any questions or comments? We're here to help. Please don't hesitate to reach out to us at compliance@tryrook.io.