Rosalyn.ai TERMS OF SERVICE
(Updated as of June 14, 2017)

THE FOLLOWING AGREEMENT BETWEEN YOU AND Rosalyn.ai COVERS THE TERMS OF SERVICE AND CONDITIONS FOR THE Rosalyn.ai PRODUCT(S), SOFTWARE, AND WEBSITE(S) (COLLECTIVELY KNOWN AS THE “SERVICES”). IN ORDER TO DEFINE THE RELATIONSHIP BETWEEN YOU AND Rosalyn.ai AND ITS SERVICES, IT IS IMPORTANT FOR YOU TO READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING “AGREE” YOU ELECTRONICALLY CONSENT THAT THESE TERMS APPLY TO YOU WHEN ACCESSING OR USING THE SERVICES.

Rosalyn.ai (“Rosalyn.ai”) provides the following Services, which permit you to utilize certain Internet services and making this content available on your compatible devices and computers, only as defined by the terms of this Agreement. Specifically, the Services directly refer to the Rosalyn.ai website, www.Rosalyn.ai., and family of related sites. This Site in its entirety is owned by Rosalyn, LLC doing business as “Rosalyn.ai.” Reference to the terms “Rosalyn.ai”, “us”, the “Company” and “we” collectively refer to all the corporate embodiments and affiliations owned by Rosalyn.ai.

We may update or amend these Terms of Service from time to time by posting such updates or amendments to the Site(s). Your use of the Site(s) or any applicable Services after we post any such updates or amendments will constitute your agreement to those updates or amendments.

SERVICE DESCRIPTION

The Service is a platform where Client Users may elect to upload and/or import their testing module(s) or use one of our testing module(s) for the specific purpose of using our Services to monitor (proctor) a given test that is administered to a specific test-taking applicant. Users (Client and Test Takers) and visitors to this Site are collectively referred to as “users” in these Terms. However, the terms of this Service Agreement specifically apply to Client Users who use our platform to administer tests either by using a testing module that 1) we may supply and/or one of our affiliates; 2) or one they may upload to our platform.

You acknowledge and understand that we merely provide tools, including but not limited to our proprietary artificial intelligence (“AI”) tool(s), that allow you to track, monitor, and verify the authenticity of a test-taking user on our platform. To be clear, we do not provide test-taking candidate advice, recommendation(s), endorsement(s), and/or qualification guarantees, but rather the tools for you to track, monitor, and administer a given test of your own choosing.

In order to use the Services, you consent to provide limited personal information to us directly, through the Service, or through one of our approved third-party partners. Your submission of this personal information is governed by our Privacy Policy at www.rosalyn.ai/privacy. If you do not agree to consent to the release of the limited personal information required to use the Services, do not use the Site and Services.

1. SERVICE USE REQUIREMENTS.

A. Age Restrictions. The Services provided by Rosalyn.ai are only available to individuals 18 years or older. By using the Service and/or Product(s), you agree that you are of legal age to form a binding contract with Rosalyn.ai, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Service and/or Product(s).

B. Use Limitations. You agree to use the Services for purposes only permitted by this Agreement, and to the extent permitted only by applicable law or regulations.

C. User Accounts and Devices. Rosalyn.ai reserves the right to limit the number of accounts created from a particular device and the numbers of devices associated with a user account.

D. Service Availability. Rosalyn.ai’s services and its related features may not be available in all languages and/or all countries. Given this possibility, Rosalyn.ai makes no representation that its services and related features are appropriate or available for use in any specific location. In your election to use and access the services, you do so upon your own initiative and compliance with local laws.

E. Changes to Services. Rosalyn.ai reserves the right to change, modify, or adjust the terms of this Agreement in its sole discretion and at any time. Rosalyn.ai will make best efforts to communicate such changes, modifications, and/or adjustments to the Agreement terms to you. Continued use of the services after changes, modifications, and/or adjustments to this Agreement constitutes your consent to the revised terms. If you do not agree to Rosalyn.ai’s changes, modifications, and/or adjustments to the terms of this Agreement then you can promptly terminate the services.

SERVICE FEATURES

Test Monitoring Features: Monitoring Tool(s) and Not Candidate Endorsement, Recommendation, or Employment Advice. Our Services are meant as an aid to assist you in administering and/or monitoring your candidate testing protocol. NEITHER [Rosalyn LLC] NOR THE SERVICE IS INTENDED TO PROVIDE USER CANDIDATE ENDORSEMENT OR RECOMMENDATION. [Rosalyn LLC] IS NOT A BACKGROUND SCREENING OR EMPLOYMENT ADVISOR. The Service is intended only to assist you in test administration, monitoring, and proctoring. The decisions you make based upon our test administration and monitoring services are your independent decisions alone. We merely provide the test administration and monitoring technology. The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own independent judgment in the use of the Services. In turn, we recommend that you consult with your company advisement team members, consultants, and legal experts when making any hiring decisions based on a User candidate’s testing performance and/or monitoring. regularly as you interact with the Services. You are responsible for providing the appropriate testing and/or candidate information in order to maximize the benefits of the Services and you further acknowledge that our Services do not replace and/or substitute your independent business judgment and professional advisors. In turn, you agree not to hold [Rosalyn LLC] responsible for any results, outcomes, and/or predictions associated with the Services.

Test Taking User Authorization. As part of the Services offered, you agree and acknowledge that you have the authority and consent of the test-taking candidates to use our platform. You expressly authorize us to contact a test-taking candidate that you have pre-selected for us to send an invitation to use our testing platform.

BACKUP. As part of its current backup protocol, Rosalyn.ai creates regular backups for user data and content. However, even with reasonable skill and careful backup measures Rosalyn.ai DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE, ACCESS, OR DISSEMINATE THROUGH OUR SERVICES WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. AS SUCH, Rosalyn.ai WILL NOT BE RESPONSIBLE FOR INSTANCES OF DAMAGE, LOSS, CORRUPTION OR REMOVAL OF YOUR CONTENT. You acknowledge and agree that you are responsible to maintain proper backup measures for your content and related data.

3. Rosalyn.ai USE OF SERVICES

A. Account Registration. You may browse the Site without registering, but in order to enjoy the Rosalyn.ai services, you must become a registered user by establishing a valid Account. You agree and acknowledge that you will take precautionary measures to secure your Account and its confidentiality. In the event your confidentiality measures are breached or compromised, you agree to notify Rosalyn.ai immediately. Although Rosalyn.ai will exercise reasonable care with respect to our security protocols, Rosalyn.ai is not personally responsible for losses that may arise from the unauthorized use of your Account.

You agree to use the log in authentication process as defined by Rosalyn.ai. You agree to refrain from using a username that is the name of another person other than you or selecting a username that is not lawfully available to use, or violates any trademark or copyright. Usernames that are vulgar, obscene, or offensive will violate the terms of this Agreement and result in Account termination.

1. Rosalyn.ai Testing Feature(s). When using the Service and specifically Rosalyn.ai testing module(s), you acknowledge and agree that any user generated data is owned exclusively by Rosalyn.ai and that Rosalyn.ai grants you a non-exclusive, royalty-free license to use Service features including the Rosalyn.ai Testing module(s). In order to use the Rosalyn.ai Testing Module(s), we may require integration with third party providers and you consent to this integration as a condition to use the Service.

2. Receiving Invitations. Existing Rosalyn.ai Users may invite you to join the service via email, SMS/text message or other ways. Rosalyn.ai may help Client Users extend these invitations (which may include reminders) by requesting access to the User’s email or other contacts or asking the inviting member to provide the invited person’s email. If you aren’t a member, you can opt-out of future email invitations or reminders or ask us to amend or delete any personal information about you, by contacting us using this email at support@rosalyn.ai

3. Third Party Registration (e.g. Google). If you register for Rosalyn.ai using your Google account or another third-party service, we automatically request your email address and publicly available information, including your account ID, name and gender as well as public information for authentication purposes. For example, if you revisit Rosalyn.ai while logged into one of these third-party services, we’ll automatically log you into your Rosalyn.ai account. In turn, if you don’t register for Rosalyn.ai via Google but later attempt to log into Rosalyn.ai using your Google credentials, we’ll connect your Google and Rosalyn.ai accounts and request the necessary information as if you were newly registering. Information gathered by any third-party service in connection with your use of their products, features, and services are governed by each service’s specific data policy.

4. Communications and Notifications. By registering an account with us, you acknowledge and agree to receive communications from us including but not limited to emails, direct messages, and/or push notifications. In the event you wish to not receive these communications and/or notifications you may contact us at support@rosalyn.ai
B. Access to Test-Taking User Monitoring. As part of the Service, we offer you the ability to log in and access the test monitoring of the test-taking candidates that you have authorized access to a given testing module(s) via our platform. Subject to your compliance with these Terms, Rosalyn.ai grants to you a limited license to access and use the Service and/or Product(s), including the test monitoring feature(s), during the term of these Terms solely for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed to anyone else.
You will not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Service and/or Product(s), including the test monitoring feature(s), or any part of the Service and/or Product(s) in any manner whatsoever.
C. No Survivorship Rights. Unless required by law, you agree and acknowledge that your Rosalyn.ai Account is non-transferable and any rights to your Rosalyn.ai Account or Content therein terminate upon your death. In the event of your death, a valid copy of a death certificate may permit the proper party to terminate your Account and related Content on your behalf. Contact Rosalyn.ai Support at support@rosalyn.ai for additional assistance.

4. USER CONTENT AND CONDUCT.

Content. For purposes of this Agreement, “Content” shall mean any information that may be encountered and/or generated via the use of our Services. This includes but is not limited to photographs, written text including comments, graphics, data files, music, videos, voice recordings, sounds, messages, and device characteristics. Given this definition and provided examples, you agree and acknowledge that you are solely responsible for the Content originated by you whether it is privately transmitted or publicly posted via our Services. You acknowledge and agree that by using our Services you may encounter Content that you may deem to be inappropriate, offensive, indecent, or objectionable. By the same token, you agree that the Content you may generate or disseminate may be objectionable to others. Due to this phenomenon, Rosalyn.ai does not control said Content no matter how it is generated or disseminated. As such, you agree that your use of our services is at your own election and resident risk.

As a point of clarification, any data or information generated and/or transmitted from the Test Monitoring Feature(s) are solely the content of Rosalyn.ai and you do not own and/or have any proprietary interest in said content.

B. User Conduct. By agreeing to the terms of this Agreement, you expressly refrain from NOT using our Services in the manner described below to:

1) engage in any act that would result in copyright infringement or other intellectual property infringement (including but not limited to trade secret, trade dress, or other confidentiality agreements);

2) misrepresent your identity (including misappropriation of another’s image(s), celebrity, charitable or employment group, etc.) or provide another’s personal information. Rosalyn.ai reserves the right to immediately block any attempt to register a user Account that is a misrepresentation of identity or person;

3) generate or make available Content that is unlawful, harmful, defamatory, tortious, abusive, invasive of one’s privacy, obscene (including but not limited to sexual, pornographic, or non-sexual nudity), vulgar, and/or objectionable as determined by Rosalyn.ai (including using the means described to stalk, harass, or intimidate another);

4) request as an adult user the personal information from a minor (anyone under the age of 18 or as properly defined by local law) who is not known to you. Examples of personal information include but are not limited to minor’s home address, full name, postal code or similar identifier, phone number, photographs, school, social affiliations, etc.;

5) upload onto the Services and transmit via any means material(s) that contain harmful viruses or programs intended to interfere or disrupt the normal function of the Services or any computer hardware or software;

6) create or submit any unwanted email, comments, likes or other forms of commercial or harassing communications such as “spam” to any Rosalyn.ai users;

7) use domain names or web URLs in your username without prior written consent from Rosalyn.ai;

8) create accounts with the Services through unauthorized means, including but not limited to using automated script, bot, device, spider, scraper or crawler;

9) engage or plan any illegal activity and/or store and collect personal information of users of the services for any prohibited activities as described in this Agreement;

10) self promote any business enterprise or affiliation without Rosalyn.ai’s express written consent.

C. Content Removal. Rosalyn.ai does not claim any responsibility for the Content that others may provide nor is Rosalyn.ai bound to pre-screen all Content submitted via the Services. However, Rosalyn.ai reserves the right in its sole discretion to monitor, screen, move, delete, modify and/or remove Content it determines to be in violation of this Agreement.

D. Content Backup. Although Rosalyn.ai makes reasonable efforts to provide proper care and skill in delivering its services, Rosalyn.ai does not guarantee, warrant, or covenant that any Content you access and/or store via the services will not be accidentally lost, corrupted, or damaged. Given this reality, you agree and acknowledge that it is your sole responsibility to back up any important Content on your device(s) and/or computer(s).

E. Access to User Account and Content. Rosalyn.ai intends to enforce this Agreement to the full extent provided by law. As part of that process, Rosalyn.ai reserves the right to verify and enforce compliance with this Agreement by you. You expressly agree and consent to these efforts by acknowledging that Rosalyn.ai has the right without limitation to use, access, store and/or disclose your Account information and related Content to proper law enforcement authorities, government entities and/or officials, and/or proper third parties that Rosalyn.ai believes is necessary in order to: 1) comply with a valid legal process or request; 2) prevent, detect, or identify fraud or technical issues; 3) enforce the terms of this Agreement including any necessary investigation thereof; and 4) protect the rights of Rosalyn.ai, its users, a third party(ies), or the public as permitted by law.

F. Digital Millennial Copyright Act. Rosalyn.ai makes every reasonable effort to ensure that its users and their content conform to proper Copyright standards. If you believe that any Content that you claim Copyright to has been infringed upon by anyone using our Services, please contact our Copyright Agent at privacy@rosalyn.ai

G. Agreement Violations. In order to provide a harmonious environment for our users, Rosalyn.ai makes best efforts to remove inappropriate or objectionable Content that violates this Agreement. If you encounter inappropriate or objectionable Content while using our services, please report it to us at abuse@rosalyn.ai

User Submitted Content via Rosalyn.ai Services

1. License from User to Rosalyn.ai. Rosalyn.ai does not claim ownership of the Content and/or materials you upload, submit, or disseminate via our services. However, Rosalyn.ai does claim ownership of material that we may specifically license to you under the terms of this Agreement for example any data derived from the Test Monitoring Feature(s). In instances whereby you upload, submit, or disseminate your Content via our services and make the Content publicly accessible or accessible to users with whom you consent to share your Content, you expressly grant Rosalyn.ai a royalty-free, non-exclusive, worldwide license to distribute, use, reproduce, adapt, modify, translate, publish, publicly display and perform such Content. This license grant from you to Rosalyn.ai is solely for the purpose by which the Content was submitted or made available without any compensation to you whatsoever.

You acknowledge and agree that any Content in its entirety uploaded, submitted, or posted by you shall be your responsibility. Specifically, this means that you represent that you are the legal owner of this Content and have all relevant and necessary rights, licenses, and authorization to distribute it. Furthermore, you warrant and represent that said Content does not infringe upon the rights of other parties nor is the Content in violation of local law or authority.

2. Content Changes. The Rosalyn.ai services require the ability to transmit your Content across various forms of networks and media. In order to accomplish this capability, Rosalyn.ai may need to change or modify your Content to ensure compliance with technical specifications and requirements of various networks, computers, or devices. You agree and consent to Rosalyn.ai making these necessary Content changes.

3. Trademark(s). Rosalyn.ai and its related trademark(s), designs, logos, service marks, etc. are trademarks or registered trademarks of Rosalyn.ai in the US and abroad where applicable. Rosalyn.ai does not grant you any right or license in its trademarks and you agree to not obscure, remove, or alter the Rosalyn.ai marks contained in any portion of the services.

5. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS

Rosalyn.ai’s Proprietary Rights. As a condition to using Rosalyn.ai’s services, you acknowledge and agree that Rosalyn.ai and/or its licensors own all legal right, title, and interest to the Services. By way of example, these rights include but are not limited to the following: Test Monitoring derived data, Rosalyn.ai graphics, user interface, scripts and software used to implement the services, and any software that Rosalyn.ai may provide you with in connection to the services. The described rights also include any and all intellectual property rights that reside therein, whether registered or not, and wherever in the world they may exist.
You will not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Service and/or Product(s), including our Test Monitoring Feature(s), or any part of the Service and/or Product(s) in any manner whatsoever.
You acknowledge and agree that nothing in these Terms conveys to you any ownership, intellectual property rights or other proprietary interest in or relating to the Service and/or Product(s) or any other Rosalyn.ai Products or services, or any modifications or derivative works of any of the foregoing. The Service and/or Product(s) is/are licensed, not sold, to you and is owned by Rosalyn.ai and its licensors. Except as expressly set forth in these Terms, Rosalyn.ai reserves all right, title and interest, including all intellectual property and other rights, in and to the Service and all other Rosalyn.ai products and services. You agree not to obscure or alter or remove any patent, copyright, trademark or other proprietary notice or legend contained on or in the Service and/or Product(s).
B. License from Rosalyn.ai. THE USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS STRICTLY PROHIBITED AND INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. THE ONLY PERMITTED USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS OUTLINED ONLY IN THIS AGREEMENT.

C. Export Control(s). The use of the services may be subject to import and export laws of the United States and other countries. You agree and acknowledge that you will comply with all import and export laws and regulation. Specifically, you warrant and represent that the services and/or related software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the US Treasury Department’s List or Entity List. As a registered user of the services, you warrant and represent that you are not located in any such country or on any such list. This assurance and communication shall survive termination of this Agreement.

D. Update(s). In order to ensure a proper user experience of the services, Rosalyn.ai may make regular software updates from time to time. The updates may include new software versions (including AI Assistant software), bug fixes, and feature enhancements or improvements.

6. Termination

A. User Termination. You may delete your user account and stop using the Rosalyn.ai services at any time.

Rosalyn.ai Termination. Rosalyn.ai may terminate or suspend all or a portion of your account and/or access to the services at any time and/or for any reason. Examples of typical reasons for termination include but are not limited to the following: (a) violations of this Agreement; (b) a request by you to terminate or cancel your services account; (c) a request and/or order from law enforcement or government entity; (d) unexpected technical or security issues or problems; and (e) your participation in illegal or fraudulent activities. Any account termination or suspension by Rosalyn.ai shall be made in its sole discretion and Rosalyn.ai will not be responsible to you and/or any third parties for alleged resulting damages whatsoever.

C. Termination Effects. Termination of your services account may result in the loss to all access to the services and any account portions thereof including Content. After a period of time, as determined by Rosalyn.ai, all data and information stored via your account shall be deleted and may or may not be used, at Rosalyn.ai’s sole discretion, for analytics purposes.

7. Links and Third-Party Materials. As part of our services and its resident features and functions, you may encounter materials from third parties and/or hyperlinks to other Content, resources, or web sites. Because we have no control over third parties and their related materials, you acknowledge and agree that Rosalyn.ai shall not be responsible or liable for any alleged damages you may have incurred either directly or indirectly.

8. Disclaimer of Warranties; Liability Limitation

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, Rosalyn.ai MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

Rosalyn.ai DOES NOT REPRESENT, GUARANTEE, OR WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE OR INTERRUPTED, YOU AGREE AND ACKNOWLEDGE THAT Rosalyn.ai MAY REMOVE THE SERVICES FOR UNDEFINED PERIOD OF TIMES, OR CANCEL THE SERVICES ACCORDING TO THE TERMS IN THIS AGREEMENT.

THE SERVICES PROVIDED BY Rosalyn.ai ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE AND ACKNOWLEDGE THIS FACT. IN TURN, Rosalyn.ai AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNER, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Rosalyn.ai DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK, HACKING, INTERFERENCE, OR OTHER SECURITY INTRUSIONS. Rosalyn.ai DISCLAIMS ANY RELATED LIABILITY.

YOU AGREE AND ACKNOWLEDGE THAT YOUR DOWNLOADING OF ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. ANY RESULTING OR ALLEGED DAMAGES TO YOUR COMPUTER, DEVICE, OR DATA LOSS THAT RESULTS FROM SAID DOWNLOADING SHALL BE YOUR SOLE RESPONSIBILITY.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, Rosalyn.ai MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Rosalyn.ai AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF Rosalyn.ai HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

EMPLOYMENT AND BACKGROUND SCREENING DISCLAIMER

You acknowledge and understand that the Services are not intended to supply employment, background screening, or legal advice. The Services are merely a tool for the execution of your own testing protocol and the tracking, monitoring, and evaluation of testing candidates that you have selected. The Services are not employment advice and any observations concerning any testing candidate based on AI algorithmic tools or features provided in the Services is not a recommendation to forego appropriate background screening and/or employment advice of your organization and/or third-party providers. We offer no advice regarding the background status, or employment suitability of any test taking candidate. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any background and/or employment predictive outcomes or strategies, are made at your own risk. If legal or employment advice is required, the services of a competent, licensed business and/or legal professional should be sought. No employee, agent or representative of Rosalyn, LLC is authorized to provide any such advice of any nature whatsoever, and any such advice, if given, is in violation of Rosalyn.ai’s policies, is unauthorized ad may not be relied upon.

You are solely responsible for the accuracy of the Content (including but not limited to the candidate information) you provide. While certain automated guidance and value generation has been made available in the Services to ease and expedite your entry of the parameters required, you, as User of the system, are solely responsible for ensuring the quality of all Service inputs. As such, you must carefully review all input parameters and modify their values in all ways necessary to ensure their accuracy and fidelity, and to optimize the inputs to suit your particular test monitoring needs. Rosalyn, LLC makes no representations or warranties regarding the accuracy of its default inputs.

DATA DISCLAIMER

You acknowledge that certain data used to provide the Services is provided by third-party providers. The accuracy, timeliness, and completeness are not guaranteed, and Rosalyn, LLC shall not have any liability for errors, delays, interruptions, omissions or malfunctions with respect to any such data. You may not use such data other than in connection with your use of the Services or disseminate such data in any way or amount that could compete with, substitute for or be a source of the data. Neither Rosalyn, LLC not our third-party providers are responsible for any damage or losses arising from any use of this information.

You shall ensure that you have the right to disclose your Data (especially any candidate related data required for use of the Services), if any, that may be provided by you to Rosalyn, LLC for the purpose of enabling Rosalyn, LLC to perform its obligations under this Agreement. You grant Rosalyn, LLC the right to use the Data solely on your behalf and solely for the purpose of providing the Services and performing its obligations under this Agreement. You shall be responsible for the accuracy, quality, and legality of your Data and of the means by which you acquired the Data, including that your Data does not infringe upon or violate the rights of any third-party. You agree to defend, indemnify and hold Rosalyn, LLC and its Affiliates and their officers, directors, and employees harmless from and against any and all claims, suits, actual damages, costs and expenses, including reasonable attorneys’ fees brought against or suffered by such Rosalyn, LLC indemnified parties arising out of any third-party claim that you and/your Affiliates (i) are not the owner or license of any Data or (ii) do not have the right, title, and/or interest to grant the license rights provided for herein and to submit and make available to Rosalyn, LLC. any Data for the purpose of allowing Rosalyn, LLC to provide the Services

INDEMNIFICATION

As a requirement to use our services, you expressly agree to defend, indemnify, and hold Rosalyn.ai and its subsidiaries, affiliates, directors, officers, employees, agents, and licensors, harmless from any claim or demand thereof, including reasonable attorney’s fees, made by a third party, relating to or arising from: (a) any violation by you of this Agreement; (b) any Content in its entirety that you upload, transmit, or make available through the services; (c) your use of the services; (d) any violation that Rosalyn.ai determines through its reasonable investigations of a suspected violation(s) of this Agreement; or (e) your violation of another’s rights. This express waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the services.

9. General Provisions

Notice(s). As part of our regular update policies, Rosalyn.ai may provide you with notice regarding the Services, including changes made to this Agreement, via your email address provided to us, regular mail, or postings made to our application product.

Governing Law. This Agreement between you and Rosalyn.ai shall be governed by the laws of the State of Ohio excluding its personal conflict of laws provisions.

Dispute Resolution (Arbitration). All disputes arising out of or in connection with the present contract shall be submitted to arbitration. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Rosalyn.ai, 20 S 3rd St., Ste. 210, Columbus ,OH 43205 The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Service on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at http://www.adr.org or by calling 1-800-778-7879.
The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Ohio law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.
If you do not want to arbitrate disputes with Rosalyn.ai and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@rosalyn.ai within thirty (30) days of the first of the date you access or use the Service.
D. Entire Agreement. This Agreement embodies the complete agreement in its entirety between you and Rosalyn.ai. This Agreement governs your use of Rosalyn.ai services and replaces any other prior agreements between you and Rosalyn.ai in relation to the services. In the event any of this Agreement is held to be invalid or unenforceable, that specific portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect. If Rosalyn.ai does not exercise or enforce any right or provision of this Agreement then that does not constitute a waiver of such right or provision. You agree that there shall be no third-party beneficiaries to this agreement.

E. Rosalyn.ai as defined by this Agreement:

Rosalyn.ai
20 S 3rd St., Suite 210
Columbus, OH 43205
support@rosalyn.ai

F. Electronic Contracting. You acknowledge and agree that your use of the services includes your ability to enter into agreements or related transactions electronically. YOUR ELECTRONIC SUBMISSSION TO Rosalyn.ai ACKNOWLEDGES YOUR AGREEMENT AND INTENT TO BY BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. In order to access and store your electronic transaction records with Rosalyn.ai, you accept full responsibility for installing required hardware and software

Rosalyn.ai TERMS OF SERVICE
(Updated as of June 14, 2017)

THE FOLLOWING AGREEMENT BETWEEN YOU AND Rosalyn.ai COVERS THE TERMS OF SERVICE AND CONDITIONS FOR THE Rosalyn.ai PRODUCT(S), SOFTWARE, AND WEBSITE(S) (COLLECTIVELY KNOWN AS THE “SERVICES”). IN ORDER TO DEFINE THE RELATIONSHIP BETWEEN YOU AND Rosalyn.ai AND ITS SERVICES, IT IS IMPORTANT FOR YOU TO READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING “AGREE” YOU ELECTRONICALLY CONSENT THAT THESE TERMS APPLY TO YOU WHEN ACCESSING OR USING THE SERVICES.

Rosalyn.ai (“Rosalyn.ai”) provides the following Services, which permit you to utilize certain Internet services and making this content available on your compatible devices and computers, only as defined by the terms of this Agreement. Specifically, the Services directly refer to the Rosalyn.ai website, www.rosalyn.ai, and family of related sites. This Site in its entirety is owned by Rosalyn, LLC doing business as “Rosalyn.ai.” Reference to the terms “Rosalyn.ai”, “us”, the “Company” and “we” collectively refer to all the corporate embodiments and affiliations owned by Rosalyn.ai.

We may update or amend these Terms of Service from time to time by posting such updates or amendments to the Site(s). Your use of the Site(s) or any applicable Services after we post any such updates or amendments will constitute your agreement to those updates or amendments.

SERVICE DESCRIPTION

The Service is a platform where Client Users may elect to upload and/or import their testing module(s) or use one of our testing module(s) for the specific purpose of using our Services to monitor (proctor) a given test that is administered to a specific test-taking applicant. Users (Client and Test Takers) and visitors to this Site are collectively referred to as “users” in these Terms. However, the terms of this Service Agreement specifically apply to Test-Taking Users, pre-selected by our Client Users, who use our platform via personal consent in order to engage their performance on a testing module(s) that will be monitored by our Services.

You acknowledge and consent to these Terms of Services in order to engage in the testing module(s) agreed upon between you and the Client Users. If you have received this invitation in error please do not engage in the testing module(s) and contact us at www.help@rosalyn.ai

In order to use the Services, you consent to provide limited personal information to us directly, through the Service, or through one of our approved third-party partners. Your submission of this personal information is governed by our Privacy Policy at www.rosalyn.ai/privacy. If you do not agree to consent to the release of the limited personal information required to use the Services, do not use the Site and Services.

1. SERVICE USE REQUIREMENTS.

A. Age Restrictions. The Services provided by Rosalyn.ai are only available to individuals 18 years or older. By using the Service and/or Product(s), you agree that you are of legal age to form a binding contract with Rosalyn.ai, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Service and/or Product(s).

B. Use Limitations. You agree to use the Services for purposes only permitted by this Agreement, and to the extent permitted only by applicable law or regulations.

C. User Accounts and Devices. Rosalyn.ai reserves the right to limit the number of accounts created from a particular device and the numbers of devices associated with a user account.

D. Service Availability. Rosalyn.ai’s services and its related features may not be available in all languages and/or all countries. Given this possibility, Rosalyn.ai makes no representation that its services and related features are appropriate or available for use in any specific location. In your election to use and access the services, you do so upon your own initiative and compliance with local laws.

E. Changes to Services. Rosalyn.ai reserves the right to change, modify, or adjust the terms of this Agreement in its sole discretion and at any time. Rosalyn.ai will make best efforts to communicate such changes, modifications, and/or adjustments to the Agreement terms to you. Continued use of the services after changes, modifications, and/or adjustments to this Agreement constitutes your consent to the revised terms. If you do not agree to Rosalyn.ai’s changes, modifications, and/or adjustments to the terms of this Agreement then you can promptly terminate the services.

2. SERVICE FEATURES

Test Monitoring Features: Monitoring Tool(s) and Consent. Our Services are meant as an aid to assist our Client Users in administering and/or monitoring candidate testing protocol. NEITHER [Rosalyn LLC] NOR THE SERVICE IS INTENDED TO PROVIDE USER CANDIDATE ENDORSEMENT OR RECOMMENDATION. [Rosalyn LLC] IS NOT A BACKGROUND SCREENING OR EMPLOYMENT ADVISOR. The Service is intended only to assist Client Users in test administration, monitoring, and proctoring. The decisions Client Users make based upon our test administration and monitoring services is left solely to their independent decisions alone. We merely provide the test administration and monitoring technology.

As a result, you have agreed and consented to the test administration and monitoring services we provide. In order to receive the benefit of our Services, you expressly agree and consent to our authorized access to your computer hardware equipment including but not limited to: camera access, microphone access, photo capture ID, etc. This allows us to administer the selected testing protocol and to monitor your live testing performance. We only use this information as a monitoring service and identity verification. In other words, you represent and warrant that you are the intended recipient of a pre-selected test module(s) and that you will abide by the Client User’s testing protocol during test administration. Once the testing has been complete, the Client User will have access to the visual/auditory monitoring of your test performance. You agree and consent to their access of your test performance in its entirety.

Test Taking User Authorization. As part of the Services offered, you agree to be bound by these Terms of Service and you represent that you have consented to the monitoring of your test performance.

BACKUP. As part of its current backup protocol, Rosalyn.ai creates regular backups for user data and content. However, even with reasonable skill and careful backup measures Rosalyn.ai DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE, ACCESS, OR DISSEMINATE THROUGH OUR SERVICES WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. AS SUCH, Rosalyn.ai WILL NOT BE RESPONSIBLE FOR INSTANCES OF DAMAGE, LOSS, CORRUPTION OR REMOVAL OF YOUR CONTENT. You acknowledge and agree that you are responsible to maintain proper backup measures for your content and related data.

3. Rosalyn.ai USE OF SERVICES

A. Account Registration. You may browse the Site without registering, but in order to enjoy the Rosalyn.ai services, you must become a registered user by establishing a valid Account. You agree and acknowledge that you will take precautionary measures to secure your Account and its confidentiality. In the event your confidentiality measures are breached or compromised, you agree to notify Rosalyn.ai immediately. Although Rosalyn.ai will exercise reasonable care with respect to our security protocols, Rosalyn.ai is not personally responsible for losses that may arise from the unauthorized use of your Account.

You agree to use the log-in authentication process as defined by Rosalyn.ai. You agree to refrain from using a username that is the name of another person other than you or selecting a username that is not lawfully available to use, or violates any trademark or copyright. Usernames that are vulgar, obscene, or offensive will violate the terms of this Agreement and result in Account termination.

1. Rosalyn.ai Testing Feature(s). When using the Service and specifically Rosalyn.ai testing module(s), you acknowledge and agree that any user generated data is owned exclusively by Rosalyn.ai and that Rosalyn.ai grants you a non-exclusive, royalty-free license to use Service features including the Rosalyn.ai Testing module(s). In order to use the Rosalyn.ai Testing Module(s), we may require integration with third party providers and you consent to this integration as a condition to use the Service.

2. Receiving Invitations. Existing Rosalyn.ai Users may invite you to join the service via email, SMS/text message or other ways. Rosalyn.ai may help Client Users extend these invitations (which may include reminders) by requesting access to the User’s email or other contacts or asking the inviting member to provide the invited person’s email. If you aren’t a member, you can opt-out of future email invitations or reminders or ask us to amend or delete any personal information about you, by contacting us using this email at support@rosalyn.ai

3. Third Party Registration (e.g. Google). If you register for Rosalyn.ai using your Google account or another third-party service, we automatically request your email address and publicly available information, including your account ID, name and gender as well as public information for authentication purposes. For example, if you revisit Rosalyn.ai while logged into one of these third-party services, we’ll automatically log you into your Rosalyn.ai account. In turn, if you don’t register for Rosalyn.ai via Google but later attempt to log into Rosalyn.ai using your Google credentials, we’ll connect your Google and Rosalyn.ai accounts and request the necessary information as if you were newly registering. Information gathered by any third-party service in connection with your use of their products, features, and services are governed by each service’s specific data policy.

4. Communications and Notifications. By registering an account with us, you acknowledge and agree to receive communications from us including but not limited to emails, direct messages, and/or push notifications. In the event you wish to not receive these communications and/or notifications you may contact us at support@rosalyn.ai

B. No Survivorship Rights. Unless required by law, you agree and acknowledge that your Rosalyn.ai Account is non-transferable and any rights to your Rosalyn.ai Account or Content therein terminate upon your death. In the event of your death, a valid copy of a death certificate may permit the proper party to terminate your Account and related Content on your behalf. Contact Rosalyn.ai Support at support@rosalyn.ai for additional assistance.

4. USER CONTENT AND CONDUCT.

Content. For purposes of this Agreement, “Content” shall mean any information that may be encountered and/or generated via the use of our Services. This includes but is not limited to photographs, written text including comments, graphics, data files, music, videos, voice recordings, sounds, messages, and device characteristics. Given this definition and provided examples, you agree and acknowledge that you are solely responsible for the Content originated by you whether it is privately transmitted or publicly posted via our Services. You acknowledge and agree that by using our Services you may encounter Content that you may deem to be inappropriate, offensive, indecent, or objectionable. By the same token, you agree that the Content you may generate or disseminate may be objectionable to others. Due to this phenomenon, Rosalyn.ai does not control said Content no matter how it is generated or disseminated. As such, you agree that your use of our services is at your own election and resident risk.

As a point of clarification, any data or information generated and/or transmitted from the Test Monitoring Feature(s) are solely the content of Rosalyn.ai and you do not own and/or have any proprietary interest in said content.

B. User Conduct. By agreeing to the terms of this Agreement, you expressly refrain from NOT using our Services in the manner described below to:

1) engage in any act that would result in copyright infringement or other intellectual property infringement (including but not limited to trade secret, trade dress, or other confidentiality agreements);

2) misrepresent your identity (including misappropriation of another’s image(s), celebrity, charitable or employment group, etc.) or provide another’s personal information. Rosalyn.ai reserves the right to immediately block any attempt to register a user Account that is a misrepresentation of identity or person;

3) generate or make available Content that is unlawful, harmful, defamatory, tortious, abusive, invasive of one’s privacy, obscene (including but not limited to sexual, pornographic, or non-sexual nudity), vulgar, and/or objectionable as determined by Rosalyn.ai (including using the means described to stalk, harass, or intimidate another);

4) request as an adult user the personal information from a minor (anyone under the age of 18 or as properly defined by local law) who is not known to you. Examples of personal information include but are not limited to minor’s home address, full name, postal code or similar identifier, phone number, photographs, school, social affiliations, etc.;

5) upload onto the Services and transmit via any means material(s) that contain harmful viruses or programs intended to interfere or disrupt the normal function of the Services or any computer hardware or software;

6) create or submit any unwanted email, comments, likes or other forms of commercial or harassing communications such as “spam” to any Rosalyn.ai users;

7) use domain names or web URLs in your username without prior written consent from Rosalyn.ai;

8) create accounts with the Services through unauthorized means, including but not limited to using automated script, bot, device, spider, scraper or crawler;

9) engage or plan any illegal activity and/or store and collect personal information of users of the services for any prohibited activities as described in this Agreement;

10) self promote any business enterprise or affiliation without Rosalyn.ai’s express written consent.

C. Content Removal. Rosalyn.ai does not claim any responsibility for the Content that others may provide nor is Rosalyn.ai bound to pre-screen all Content submitted via the Services. However, Rosalyn.ai reserves the right in its sole discretion to monitor, screen, move, delete, modify and/or remove Content it determines to be in violation of this Agreement.

D. Content Backup. Although Rosalyn.ai makes reasonable efforts to provide proper care and skill in delivering its services, Rosalyn.ai does not guarantee, warrant, or covenant that any Content you access and/or store via the services will not be accidentally lost, corrupted, or damaged. Given this reality, you agree and acknowledge that it is your sole responsibility to back-up any important Content on your device(s) and/or computer(s).

E. Access to User Account and Content. Rosalyn.ai intends to enforce this Agreement to the full extent provided by law. As part of that process, Rosalyn.ai reserves the right to verify and enforce compliance with this Agreement by you. You expressly agree and consent to these efforts by acknowledging that Rosalyn.ai has the right without limitation to use, access, store and/or disclose your Account information and related Content to proper law enforcement authorities, government entities and/or officials, and/or proper third parties that Rosalyn.ai believes is necessary in order to: 1) comply with a valid legal process or request; 2) prevent, detect, or identify fraud or technical issues; 3) enforce the terms of this Agreement including any necessary investigation thereof; and 4) protect the rights of Rosalyn.ai, its users, a third party(ies), or the public as permitted by law.

F. Digital Millennial Copyright Act. Rosalyn.ai makes every reasonable effort to ensure that its users and their content conform to proper Copyright standards. If you believe that any Content that you claim Copyright to has been infringed upon by anyone using our Services, please contact our Copyright Agent at privacy@rosalyn.ai

G. Agreement Violations. In order to provide a harmonious environment for our users, Rosalyn.ai makes best efforts to remove inappropriate or objectionable Content that violates this Agreement. If you encounter inappropriate or objectionable Content while using our services, please report it to us at abuse@rosalyn.ai

User Submitted Content via Rosalyn.ai Services

1. License from User to Rosalyn.ai. Rosalyn.ai does not claim ownership of the Content and/or materials you upload, submit, or disseminate via our services. However, Rosalyn.ai does claim ownership of material that we may specifically license to you under the terms of this Agreement for example any data derived from the Test Monitoring Feature(s). In instances whereby you upload, submit, or disseminate your Content via our services and make the Content publicly accessible or accessible to users with whom you consent to share your Content, you expressly grant Rosalyn.ai a royalty-free, non-exclusive, worldwide license to distribute, use, reproduce, adapt, modify, translate, publish, publicly display and perform such Content. This license grant from you to Rosalyn.ai is solely for the purpose by which the Content was submitted or made available without any compensation to you whatsoever.

You acknowledge and agree that any Content in its entirety uploaded, submitted, or posted by you shall be your responsibility. Specifically, this means that you represent that you are the legal owner of this Content and have all relevant and necessary rights, licenses, and authorization to distribute it. Furthermore, you warrant and represent that said Content does not infringe upon the rights of other parties nor is the Content in violation of local law or authority.

2. Content Changes. The Rosalyn.ai services require the ability to transmit your Content across various forms of networks and media. In order to accomplish this capability, Rosalyn.ai may need to change or modify your Content to ensure compliance with technical specifications and requirements of various networks, computers, or devices. You agree and consent to Rosalyn.ai making these necessary Content changes.

3. Trademark(s). Rosalyn.ai and its related trademark(s), designs, logos, service marks, etc. are trademarks or registered trademarks of Rosalyn.ai in the US and abroad where applicable. Rosalyn.ai does not grant you any right or license in its trademarks and you agree to not obscure, remove, or alter the Rosalyn.ai marks contained in any portion of the services.

5. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS

Rosalyn.ai’s Proprietary Rights. As a condition to using Rosalyn.ai’s services, you acknowledge and agree that Rosalyn.ai and/or its licensors own all legal right, title, and interest to the Services. By way of example, these rights include but are not limited to the following: Test Monitoring derived data, Rosalyn.ai graphics, user interface, scripts and software used to implement the services, and any software that Rosalyn.ai may provide you with in connection to the services. The described rights also include any and all intellectual property rights that reside therein, whether registered or not, and wherever in the world they may exist.
You will not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Service and/or Product(s), including our Test Monitoring Feature(s), or any part of the Service and/or Product(s) in any manner whatsoever.
You acknowledge and agree that nothing in these Terms conveys to you any ownership, intellectual property rights or other proprietary interest in or relating to the Service and/or Product(s) or any other Rosalyn.ai Products or services, or any modifications or derivative works of any of the foregoing. The Service and/or Product(s) is/are licensed, not sold, to you and is owned by Rosalyn.ai and its licensors. Except as expressly set forth in these Terms, Rosalyn.ai reserves all right, title and interest, including all intellectual property and other rights, in and to the Service and all other Rosalyn.ai products and services. You agree not to obscure or alter or remove any patent, copyright, trademark or other proprietary notice or legend contained on or in the Service and/or Product(s).
B. License from Rosalyn.ai. THE USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS STRICTLY PROHIBITED AND INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. THE ONLY PERMITTED USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS OUTLINED ONLY IN THIS AGREEMENT.

C. Export Control(s). The use of the services may be subject to import and export laws of the United States and other countries. You agree and acknowledge that you will comply with all import and export laws and regulation. Specifically, you warrant and represent that the services and/or related software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the US Treasury Department’s List or Entity List. As a registered user of the services, you warrant and represent that you are not located in any such country or on any such list. This assurance and communication shall survive termination of this Agreement.

D. Update(s). In order to ensure a proper user experience of the services, Rosalyn.ai may make regular software updates from time to time. The updates may include new software versions (including AI Assistant software), bug fixes, and feature enhancements or improvements.

6. Termination

A. User Termination. You may delete your user account and stop using the Rosalyn.ai services at any time.

Rosalyn.ai Termination. Rosalyn.ai may terminate or suspend all or a portion of your account and/or access to the services at any time and/or for any reason. Examples of typical reasons for termination include but are not limited to the following: (a) violations of this Agreement; (b) a request by you to terminate or cancel your services account; (c) a request and/or order from law enforcement or government entity; (d) unexpected technical or security issues or problems; and (e) your participation in illegal or fraudulent activities. Any account termination or suspension by Rosalyn.ai shall be made in its sole discretion and Rosalyn.ai will not be responsible to you and/or any third parties for alleged resulting damages whatsoever.

C. Termination Effects. Termination of your services account may result in the loss to all access to the services and any account portions thereof including Content. After a period of time, as determined by Rosalyn.ai, all data and information stored via your account shall be deleted and may or may not be used, at Rosalyn.ai’s sole discretion, for analytics purposes.

7. Links and Third-Party Materials. As part of our services and its resident features and functions, you may encounter materials from third parties and/or hyperlinks to other Content, resources, or web sites. Because we have no control over third parties and their related materials, you acknowledge and agree that Rosalyn.ai shall not be responsible or liable for any alleged damages you may have incurred either directly or indirectly.

8. Disclaimer of Warranties; Liability Limitation

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, Rosalyn.ai MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

Rosalyn.ai DOES NOT REPRESENT, GUARANTEE, OR WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE OR INTERRUPTED, YOU AGREE AND ACKNOWLEDGE THAT Rosalyn.ai MAY REMOVE THE SERVICES FOR UNDEFINED PERIOD OF TIMES, OR CANCEL THE SERVICES ACCORDING TO THE TERMS IN THIS AGREEMENT.

THE SERVICES PROVIDED BY Rosalyn.ai ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE AND ACKNOWLEDGE THIS FACT. IN TURN, Rosalyn.ai AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNER, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Rosalyn.ai DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK, HACKING, INTERFERENCE, OR OTHER SECURITY INTRUSIONS. Rosalyn.ai DISCLAIMS ANY RELATED LIABILITY.

YOU AGREE AND ACKNOWLEDGE THAT YOUR DOWNLOADING OF ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. ANY RESULTING OR ALLEGED DAMAGES TO YOUR COMPUTER, DEVICE, OR DATA LOSS THAT RESULTS FROM SAID DOWNLOADING SHALL BE YOUR SOLE RESPONSIBILITY.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, Rosalyn.ai MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Rosalyn.ai AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF Rosalyn.ai HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

EMPLOYMENT AND BACKGROUND SCREENING DISCLAIMER

You acknowledge and understand that the Services are not intended to supply employment, background screening, or legal advice. The Services are merely a tool for the execution of testing protocol and the tracking, monitoring, and evaluation of your test performance. The Services are not any indication that you will be made any offer of employment by our User Clients. We offer no advice regarding the background status, or employment suitability of any test taking candidate. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any background and/or employment predictive outcomes or strategies, are made by entities other than Rosalyn, LLC If legal or employment advice is required, the services of a competent, licensed business and/or legal professional should be sought. No employee, agent or representative of Rosalyn, LLC is authorized to provide any such advice of any nature whatsoever, and any such advice, if given, is in violation of Rosalyn.ai’s policies, is unauthorized ad may not be relied upon.

You are solely responsible for the accuracy of the Content (including but not limited to the candidate information) you provide. While certain automated guidance and value generation has been made available in the Services to ease and expedite your entry of the parameters required, you, as User of the system, are solely responsible for ensuring the quality of all Service inputs. As such, you must carefully review all input parameters and modify their values in all ways necessary to ensure their accuracy and fidelity, and to optimize the inputs to suit your particular testing needs. Rosalyn, LLC makes no representations or warranties regarding the accuracy of its default inputs.

DATA DISCLAIMER

You acknowledge that certain data used to provide the Services is provided by third-party providers. The accuracy, timeliness, and completeness are not guaranteed, and Rosalyn, LLC shall not have any liability for errors, delays, interruptions, omissions or malfunctions with respect to any such data. You may not use such data other than in connection with your use of the Services or disseminate such data in any way or amount that could compete with, substitute for or be a source of the data. Neither Rosalyn, LLC not our third-party providers are responsible for any damage or losses arising from any use of this information.

You shall ensure that you have the right to disclose your Data (especially any candidate related data required for use of the Services), if any, that may be provided by you to Rosalyn, LLC for the purpose of enabling Rosalyn, LLC to perform its obligations under this Agreement. You grant Rosalyn, LLC the right to use the Data solely on your behalf and solely for the purpose of providing the Services and performing its obligations under this Agreement. You shall be responsible for the accuracy, quality, and legality of your Data and of the means by which you acquired the Data, including that your Data does not infringe upon or violate the rights of any third-party. You agree to defend, indemnify and hold Rosalyn, LLC and its Affiliates and their officers, directors, and employees harmless from and against any and all claims, suits, actual damages, costs and expenses, including reasonable attorneys’ fees brought against or suffered by such Rosalyn, LLC indemnified parties arising out of any third-party claim that you and/your Affiliates (i) are not the owner or license of any Data or (ii) do not have the right, title, and/or interest to grant the license rights provided for herein and to submit and make available to Rosalyn, LLC. any Data for the purpose of allowing Rosalyn, LLC to provide the Services

INDEMNIFICATION

As a requirement to use our services, you expressly agree to defend, indemnify, and hold Rosalyn.ai and its subsidiaries, affiliates, directors, officers, employees, agents, and licensors, harmless from any claim or demand thereof, including reasonable attorney’s fees, made by a third party, relating to or arising from: (a) any violation by you of this Agreement; (b) any Content in its entirety that you upload, transmit, or make available through the services; (c) your use of the services; (d) any violation that Rosalyn.ai determines through its reasonable investigations of a suspected violation(s) of this Agreement; or (e) your violation of another’s rights. This express waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the services.

9. General Provisions

Notice(s). As part of our regular update policies, Rosalyn.ai may provide you with notice regarding the Services, including changes made to this Agreement, via your email address provided to us, regular mail, or postings made to our application product.

Governing Law. This Agreement between you and Rosalyn.ai shall be governed by the laws of the State of Ohio excluding its personal conflict of laws provisions.

Dispute Resolution (Arbitration). All disputes arising out of or in connection with the present contract shall be submitted to arbitration. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Rosalyn.ai, 20 S. 3rd St., Ste 210, Columbus OH 43205 The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Service on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at http://www.adr.org or by calling 1-800-778-7879.
The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Ohio law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.
If you do not want to arbitrate disputes with Rosalyn.ai and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@rosalyn.ai within thirty (30) days of the first of the date you access or use the Service.
D. Entire Agreement. This Agreement embodies the complete agreement in its entirety between you and Rosalyn.ai. This Agreement governs your use of Rosalyn.ai services and replaces any other prior agreements between you and Rosalyn.ai in relation to the services. In the event any of this Agreement is held to be invalid or unenforceable, that specific portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect. If Rosalyn.ai does not exercise or enforce any right or provision of this Agreement then that does not constitute a waiver of such right or provision. You agree that there shall be no third-party beneficiaries to this agreement.

E. Rosalyn.ai as defined by this Agreement:

Rosalyn.ai
20 S. 3rd St., Ste. 210
Columbus, OH 43204
support@rosalyn.ai

F. Electronic Contracting. You acknowledge and agree that your use of the services includes your ability to enter into agreements or related transactions electronically. YOUR ELECTRONIC SUBMISSSION TO Rosalyn.ai ACKNOWLEDGES YOUR AGREEMENT AND INTENT TO BY BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. In order to access and store your electronic transaction records with Rosalyn.ai, you accept full responsibility for installing required hardware and software

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