Terms of Service

IMPORTANT — PLEASE READ CAREFULLY. BY CLICKING "I AGREE" OR "ACCEPT," OR BY ACCESSING OR USING THE ROONE PLATFORM IN ANY WAY, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE ("TERMS"). IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT CLICK ACCEPT AND DO NOT USE THE PLATFORM.

These Terms constitute a legally binding agreement between Notice News, Inc., a Delaware corporation operating the RooneAI platform ("Roone," "we," "us," or "our") and you or the entity you represent ("Customer," "you," or "your"). These Terms govern your access to and use of the Roone platform, including all AI-powered content tools, editorial features, integrations, software, documentation, and services made available by Roone (collectively, the "Platform").

1. Definitions

1.1 "Authorized Users" means the employees, contractors, or agents of Customer who are authorized by Customer to access and use the Platform on Customer's behalf.

1.2 "Customer Content" means all data, text, images, audio, video, brand guidelines, style guides, source material, and other materials submitted, uploaded, or otherwise made available by Customer or its Authorized Users through the Platform, including all materials used to train or configure the Editorial DNA system.

1.3 "Editorial DNA" means the Platform's proprietary system for learning and applying Customer's editorial voice, style preferences, brand standards, and content guidelines, as further described in Section 8.

1.4 "AI-Generated Content" means any draft content, suggestions, headlines, copy, or other output produced by the Platform's AI features, including those powered by the Roone Brain engine.

1.5 "Published Content" means any AI-Generated Content that has been reviewed, approved, and published or distributed by Customer or its Authorized Users.

1.6 "Fees" means all charges payable by Customer for access to and use of the Platform as set forth in the applicable Order Form.

1.7 "Order Form" means any written or electronic order, statement of work, or checkout confirmation executed by the parties that describes the subscription purchased by Customer and is incorporated into these Terms by reference.

1.8 "Subscription Term" has the meaning set forth in Section 4.

1.9 "Sub-processor" means any third-party service provider engaged by Roone to process Customer Content or personal data in connection with delivering the Platform.

1.10 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection law.

2. License Grant and Restrictions

2.1 License Grant

Subject to these Terms and timely payment of all applicable Fees, Roone grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to: (a) access and use the Platform solely for Customer's internal business purposes; and (b) permit Authorized Users to access and use the Platform in accordance with these Terms.

2.2 Restrictions

Customer shall not, and shall ensure that its Authorized Users do not:

• copy, modify, adapt, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof;
• sublicense, sell, resell, transfer, assign, or otherwise make available to any third party the Platform or any part thereof;
• remove or obscure any proprietary notices on the Platform;
• use the Platform to develop a competing product or service;
• access the Platform by any means other than the interfaces provided by Roone;
• use the Platform in any manner that damages, disables, or impairs it, or interferes with any other party's use;
• use the Platform in violation of any applicable law or regulation;
• introduce any viruses, malware, or other harmful code into the Platform; or
• use the Platform in any manner that would violate the acceptable use policies of Roone's Sub-processors, including Anthropic's Usage Policy (anthropic.com/legal/usage-policy), OpenAI's Usage Policies, and Groq's Terms of Service.

2.3 Reservation of Rights

Roone reserves all rights not expressly granted to Customer. The Platform and all intellectual property rights therein remain the exclusive property of Roone and its licensors. Nothing in these Terms transfers any ownership of intellectual property rights to Customer.

3. Account Registration and Security

3.1 Registration

To access the Platform, Customer must create an account and provide accurate, current, and complete information as prompted during registration. Customer agrees to keep this information accurate and up to date.

3.2 Account Security

Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer's account. Customer shall immediately notify Roone at hello@roone.ai of any unauthorized use of Customer's account or any other breach of security. Roone shall not be liable for any loss arising from Customer's failure to comply with this Section.

3.3 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users. Customer shall ensure Authorized Users comply with these Terms and shall be liable for any breach of these Terms by an Authorized User as though such breach were committed by Customer itself.

3.4 Seat Limits and Account Sharing

Customer's subscription grants access to the number of Authorized User seats specified in the applicable Order Form. Each seat may be used only by a single, named individual. Sharing of login credentials or account access among multiple individuals is strictly prohibited.

4. Subscription Term and Renewal

4.1 Subscription Term

The Subscription Term commences on the date specified in the applicable Order Form and continues for the period set forth therein. All subscription details, including duration, Fees, payment schedule, and any special terms (such as rate locks or early cancellation windows), are as set forth in the applicable Order Form, which is incorporated into these Terms by reference.

4.2 Renewal

Unless the applicable Order Form specifies otherwise, or unless Customer provides written notice of non-renewal to Roone at least thirty (30) days prior to the expiration of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods of the same duration as the initial Subscription Term at Roone's then-current list price for the applicable subscription tier. Roone will provide Customer at least thirty (30) days' advance written notice before each renewal and will disclose any Fee changes applicable to the renewal term.

4.3 Cancellation

Customer may cancel or elect not to renew its subscription by providing written notice to Roone at least thirty (30) days before the end of the then-current Subscription Term. Cancellation takes effect at the end of the then-current Subscription Term. Except as expressly provided in Section 10, all Fees paid are non-refundable, and Customer remains obligated to pay all Fees due through the end of the then-current Subscription Term.

5. Fees and Payment

5.1 Fees

Customer agrees to pay all Fees as set forth in the applicable Order Form. All Fees are stated in United States dollars and are non-refundable except as expressly provided in these Terms. Roone may update its standard list prices at any time, but Fee changes will not apply to the current Subscription Term and will take effect only upon renewal, subject to advance notice as required by Section 4.2.

5.2 Payment Terms

Fees are due and payable in accordance with the payment schedule set forth in the applicable Order Form. If Customer fails to pay any Fees when due, Roone may: (a) charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower; (b) suspend or terminate Customer's access to the Platform; and/or (c) pursue any other remedies available under these Terms or at law.

5.3 Taxes

All Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes, except for taxes based on Roone's net income.

6. Customer Content and Responsibility

6.1 Ownership of Customer Content

As between Roone and Customer, Customer retains all right, title, and interest in and to Customer Content. Customer grants Roone a limited, non-exclusive, royalty-free, worldwide license to access, use, copy, process, and transmit Customer Content solely as necessary to provide the Platform and perform Roone's obligations under these Terms, including to power and improve the Editorial DNA system as described in Section 8.

6.2 Customer Solely Responsible for Its Content

CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL CUSTOMER CONTENT AND ALL PUBLISHED CONTENT, INCLUDING ANY CONTENT THAT WAS DRAFTED OR SUGGESTED BY THE PLATFORM'S AI FEATURES PRIOR TO CUSTOMER'S REVIEW AND APPROVAL.

6.3 No Responsibility for AI-Generated Content

Roone is not responsible for the accuracy, completeness, timeliness, or appropriateness of any AI-Generated Content produced by the Platform. AI-Generated Content may contain errors, inaccuracies, or outdated information. Customer acknowledges that: (a) all AI-Generated Content is a draft suggestion requiring Customer's human review before publication; (b) Roone makes no representation that AI-Generated Content is factually accurate or suitable for any particular purpose; and (c) Customer bears all risk and responsibility for decisions to publish AI-Generated Content.

6.4 Prohibited Content

Customer shall not submit or publish any content that infringes any third-party intellectual property rights; violates any applicable law, regulation, or court order; is defamatory, libelous, obscene, harassing, threatening, or abusive; constitutes false advertising or deceptive trade practices; contains malware, viruses, or other harmful code; violates any third party's privacy rights; or impersonates any person or entity.

7. AI Features, Third-Party Providers, and Data Sources

7.1 Nature of AI Features

The Platform uses artificial intelligence and machine learning technologies, including large language models and the proprietary Roone Brain engine, to generate content drafts, editorial suggestions, headlines, and related outputs. AI-Generated Content is probabilistic in nature and may produce outputs that are inaccurate, incomplete, biased, or inconsistent. The Platform is not a substitute for human editorial judgment, fact-checking, legal review, or professional advice.

7.2 AI Providers — Named Providers and No-Training Commitment

The Platform integrates AI models from the following providers to power its core features:

• Anthropic (Claude API) — large language model inference for content drafts, scoring, enrichment, and chat features. Anthropic's Commercial Terms of Service apply; Anthropic does not train its generative models on inputs or outputs submitted under commercial API terms.
• OpenAI (text-embedding-3-small) — text embedding for semantic search and signal clustering. OpenAI's Business Terms apply; API inputs are not used to train models by default.
• Groq (Llama, Whisper) — LLM inference for signal scoring and summarization; Whisper for audio/video transcription. Groq does not retain inference request data by default under its commercial terms.

Customer Content submitted through the Platform may be transmitted to these providers solely for the purpose of generating outputs Customer requests. None of these providers train their underlying models on Roone customer data under their respective commercial terms. Roone has entered into or will enter into data processing agreements with each provider consistent with GDPR Article 28 requirements.

7.3 AI Output Disclaimer

AI-Generated Content (drafts, summaries, scoring rationales, suggestions) is produced by statistical models and may contain inaccuracies, fabrications, or outdated information. Customer is responsible for reviewing all AI outputs before publication or distribution. Roone makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI output.

7.4 News and External Data Sources

The Platform integrates with third-party news feeds, news data APIs (including newsapi.ai / Event Registry), and RSS-based social feed converters to assist in editorial signal monitoring on Customer's behalf. Roone does not independently verify the accuracy or reliability of such third-party data. Customer is solely responsible for verifying the accuracy of any information derived from third-party sources before incorporating it into Published Content.

7.5 Source Content Analysis and Scraping

To support editorial intelligence features, the Platform may fetch and transiently analyze publicly available article text from news sources identified by Customer. Roone honors robots.txt exclusion standards and applicable scraping conventions. Article body text is processed in memory for the limited purpose of entity extraction and signal scoring, and is not stored in persistent systems after analysis is complete. Customer is responsible for ensuring its use of Roone's intelligence outputs complies with applicable copyright and fair use law. Roone shall not be liable for any claims arising from the use of third-party source content in connection with the Platform.

7.6 Publishing Integrations

The Platform may offer integrations with third-party publishing platforms, content management systems, and distribution channels. Customer is solely responsible for configuring and maintaining such integrations and for all content published through them.

7.7 No Autonomous Publication

The Platform is designed to assist and augment human editorial workflows, not to autonomously publish content without human oversight. Customer shall implement reasonable internal policies and controls to ensure that no AI-Generated Content is published without prior review and approval by an Authorized User.

7.8 Consumer-Facing AI Disclosure

If Customer uses Platform outputs in content published to consumers, Customer is solely responsible for any AI-disclosure obligations under applicable law, including but not limited to the EU AI Act (Article 50), applicable U.S. state disclosure laws, and relevant industry standards. Roone is not the responsible party for such downstream disclosures.

8. Editorial DNA and Platform Intelligence

8.1 What Editorial DNA Is

The Platform includes a proprietary system ("Editorial DNA") that learns and applies Customer's editorial voice, tone, brand standards, style preferences, and content guidelines to personalize AI-Generated Content outputs over time.

8.2 Ownership of Editorial DNA

Customer owns the underlying Customer Content, brand guidelines, and source materials provided by Customer that inform the Editorial DNA system. Roone owns the Editorial DNA system itself, including all underlying algorithms, model architectures, weights, training methodologies, software, and learned parameters developed or refined through operation of the Platform — even where Customer Content has contributed to such learning. Upon termination of the Subscription Term, Customer may export its Customer Content and defined style parameters in accordance with Section 10.3, but Roone retains all rights to the Editorial DNA system and its learned components.

8.3 Use of Customer Data for Platform Improvement

Roone may use aggregated, anonymized, and de-identified data derived from Customer's use of the Platform to improve the Platform and its underlying AI models. Roone will not use Customer Content in identifiable form to train general-purpose models available to third parties without Customer's prior written consent.

9. Sub-processors

Roone uses third-party service providers ("Sub-processors") to deliver the Platform. A current list of Sub-processors, including their names, locations, roles, and applicable transfer mechanisms, is maintained at roone.ai/subprocessors. Customer acknowledges and consents to Roone's use of Sub-processors listed at that URL as of the date Customer accepts these Terms.

Roone will provide reasonable advance notice (via the email address on file or by updating the Sub-processor list at roone.ai/subprocessors) before adding new Sub-processors that materially affect the processing of Customer Content. If Customer reasonably objects to a new Sub-processor on data protection grounds, Customer may notify Roone in writing within fifteen (15) days of such notice. If the parties cannot resolve the objection, Customer may terminate the agreement for cause on thirty (30) days' written notice, and Roone will provide a pro-rata refund of prepaid Fees for the unused Subscription Term.

10. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; not disclose such Confidential Information to any third party without prior written consent; and use Confidential Information solely to perform its obligations or exercise its rights under these Terms.

11. Termination

11.1 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or the other party becomes insolvent or has a petition in bankruptcy filed for or against it.

11.2 Termination for Convenience by Roone

Roone may terminate these Terms or suspend Customer's access to the Platform at any time upon thirty (30) days' written notice. If Roone terminates for convenience, Roone will provide Customer a pro-rata refund of any prepaid Fees covering the period after the effective date of termination.

11.3 Effect of Termination

Upon termination or expiration for any reason: all licenses granted to Customer terminate immediately; Customer shall cease all use of the Platform; each party shall promptly return or destroy the other party's Confidential Information; and Customer may request export of its Customer Content within thirty (30) days, after which Roone may permanently delete all Customer Content from its systems.

12. Data Processing Addendum

This Section 12 constitutes a Data Processing Addendum ("DPA") between Roone and Customer and is incorporated into these Terms. To the extent Roone processes Personal Data on behalf of Customer in connection with the Platform, the parties agree to the following terms, which are intended to satisfy the requirements of GDPR Article 28 and equivalent applicable data protection laws.

12.1 Roles

Customer is the data controller (or, where Customer is itself a processor, Customer acts as sub-processor appointing Roone as a further sub-processor). Roone is the data processor. Roone processes Personal Data only on documented instructions from Customer, as set forth in these Terms and any applicable Order Form, except where Roone processes Personal Data in its capacity as a data controller for its own legitimate business purposes (such as fraud prevention, security monitoring, and platform improvement using aggregated, anonymized data), as described in the Privacy Policy.

12.2 Categories of Data Subjects and Personal Data

Roone processes Personal Data relating to the following categories of data subjects on Customer's behalf: Customer's Authorized Users (employees, contractors, agents); and individuals mentioned in or inferable from Customer Content (e.g., subjects of news articles, source contacts). Personal data types may include: names, email addresses, job titles, IP addresses, usage logs, and any personal data contained within Customer Content.

12.3 Purpose and Instructions

Roone processes Personal Data solely for the purpose of providing the Platform and performing its obligations under these Terms. Roone shall not process Personal Data for any other purpose unless required by applicable law, in which case Roone shall inform Customer unless prohibited from doing so by law.

12.4 Confidentiality of Processing

Roone shall ensure that persons authorized to process Personal Data on its behalf are subject to appropriate confidentiality obligations.

12.5 Security Measures

Roone implements and maintains appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures include: encryption of Personal Data in transit (TLS) and at rest (AES-256); role-based access controls; audit logging of data access and modifications; multi-factor authentication for administrative access; soft-delete patterns with configurable retention periods; and regular security assessments.

12.6 Sub-processors

Customer provides general written authorization for Roone to engage Sub-processors as listed at roone.ai/subprocessors, subject to the notice and objection rights set forth in Section 9. Roone shall impose data protection obligations on each Sub-processor no less protective than those in this DPA and shall remain liable for the acts and omissions of its Sub-processors.

12.7 Data Subject Rights Assistance

Roone shall provide reasonable assistance to Customer in fulfilling Customer's obligations to respond to data subject requests (including requests for access, rectification, erasure, restriction, and portability) under applicable data protection law, taking into account the nature of the processing and the information available to Roone. Roone will respond to Customer's written request within thirty (30) days.

12.8 Personal Data Breach Notification

Roone shall notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware, of a personal data breach affecting Customer's Personal Data. Notification shall include: the nature of the breach; categories and approximate number of data subjects and records affected; likely consequences; and measures taken or proposed to address the breach.

12.9 Data Protection Impact Assessments

Upon Customer's reasonable written request, Roone shall provide information necessary to enable Customer to carry out data protection impact assessments or prior consultations with supervisory authorities, to the extent such information is within Roone's control and not otherwise available to Customer.

12.10 Audit Rights

Upon Customer's written request (no more than once per year absent a documented compliance concern), Roone shall make available information reasonably necessary to demonstrate compliance with this DPA. Such information may include audit reports, certifications, or written responses to compliance questionnaires. On-site audits may be conducted only by mutual written agreement, at Customer's expense, and upon reasonable advance notice.

12.11 International Data Transfers

Customer Personal Data is processed primarily in the United States. Where Customer is subject to GDPR or UK GDPR and such data is transferred from the European Economic Area or United Kingdom to the United States, such transfers are made pursuant to: (a) the EU-U.S. Data Privacy Framework and/or UK Extension thereto, where applicable; or (b) Standard Contractual Clauses as published by the European Commission (Module Two: Controller to Processor), which are hereby incorporated by reference and available upon request at hello@roone.ai.

12.12 Return and Deletion of Personal Data

Upon termination or expiration of the Subscription Term, Roone shall, at Customer's election, return or securely delete all Customer Personal Data within thirty (30) days of Customer's written request, except to the extent Roone is required by applicable law to retain such data. Roone shall certify deletion in writing upon request.

12.13 No HIPAA Processing

The Platform is not designed or certified for the processing of Protected Health Information as defined under the Health Insurance Portability and Accountability Act ("HIPAA"). Customer shall not submit or process PHI through the Platform without a separate written Business Associate Agreement executed between the parties. Roone makes no representations as to HIPAA compliance with respect to standard Platform subscriptions.

12.14 Limitation of Liability

Claims arising under this DPA are subject to the limitation of liability set forth in Section 15 of these Terms.

13. Indemnification

Customer shall defend, indemnify, and hold harmless Roone and its officers, directors, employees, agents, successors, and assigns from and against any and all claims arising out of or relating to: Customer Content; Published Content; Customer's or any Authorized User's use of the Platform in violation of these Terms or any applicable law; Customer's breach of any representation, warranty, or obligation under these Terms; any downstream claims by Customer's audiences arising from Published Content, including claims arising from AI-generated inaccuracies in Published Content that Customer failed to correct prior to publication; or Customer's violation of the acceptable use policies of Roone's Sub-processors.

14. Warranties and Disclaimers

Roone warrants that it has the right and authority to enter into these Terms and that the Platform will perform materially in accordance with the Documentation during the Subscription Term.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND. ROONE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. General Provisions

16.1 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any dispute that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Wilmington, Delaware (or virtually, as mutually agreed). EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

16.2 Class Action Waiver

CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

16.3 Entire Agreement

These Terms, together with all Order Forms and documents incorporated by reference (including the Privacy Policy, Acceptable Use Policy, and Sub-processor List at roone.ai/subprocessors), constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements.

16.4 Amendments

Roone may modify these Terms at any time by posting a revised version on the Platform or by notifying Customer at the email address on file. Modifications take effect thirty (30) days after notice.

16.5 Notices

Legal notices to Roone must be sent to PO Box 93, 179 Rehoboth Ave., Rehoboth Beach, DE 19971, United States or hello@roone.ai.

16.6 Acceptable Use Policy

Customer's use of the Platform is subject to Roone's Acceptable Use Policy, which is incorporated into these Terms by reference.

By clicking "I Agree" or "Accept" during the activation process, you confirm that you have read, understood, and agree to be bound by these Terms of Service on behalf of yourself or the entity you represent.

Questions? Contact us at hello@roone.ai · Notice News, Inc. d/b/a Roone · PO Box 93, 179 Rehoboth Ave., Rehoboth Beach, DE 19971