TERMS AND CONDITIONS OF SERVICE

1. ACCEPTANCE OF TERMS

By accessing or using Romea AI services ("Services"), you ("Client," "You," or "Your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, do not use our Services.

These Terms constitute a legally binding agreement between you and Romea.AI Pte. Ltd., operating under the trade name Romea AI ("Company," "We," "Us," or "Our").

2. NATURE OF SERVICES

2.1 Service Description

We provide AI integration and automation services that connect artificial intelligence systems to your existing business infrastructure. Our Services include:

• Configuration and setup of AI language models
• Integration with existing CRM, communication, and scheduling systems
• Automation workflow design and implementation
• Training and optimization of AI responses
• Technical support for the connections we establish

2.2 Service Limitations

YOU EXPLICITLY ACKNOWLEDGE AND AGREE THAT:

• We provide connection and integration services only
• We do not control, warrant, or guarantee the output of AI language models
• The choice of AI model and its responses are not our responsibility
• We are system integrators, not the creators or controllers of the underlying AI technology
• All AI systems are prone to errors, hallucinations, and incorrect outputs

3. AI LIMITATIONS AND ACKNOWLEDGMENTS

3.1 Inherent AI Limitations

Client acknowledges and accepts that:

• AI systems make mistakes and can provide incorrect, inappropriate, or nonsensical responses
• No guaranteed outcomes – We make no warranties about AI performance or accuracy
• AI responses may be biased, offensive, or inappropriate despite our configuration efforts
• AI systems may experience “hallucinations” (generating false or fabricated information)
• The AI’s knowledge may be outdated or incomplete

3.2 Client Responsibility for AI Output

You are solely responsible for:

• Reviewing and verifying all AI-generated content before use
• Ensuring AI responses comply with your industry standards
• Implementing human oversight for critical decisions
• Training your staff on AI limitations
• Any consequences arising from AI-generated content

4. COMPLIANCE AND REGULATORY DISCLAIMER

4.1 No Legal or Regulatory Advice

We do not provide legal, medical, or regulatory compliance advice. You are solely responsible for ensuring compliance with all applicable laws and regulations, including but not limited to:

• HIPAA (Health Insurance Portability and Accountability Act)
• GDPR (General Data Protection Regulation)
• AHPRA (Australian Health Practitioner Regulation Agency)
• Local data protection laws
• Industry-specific regulations
• Medical and healthcare regulations
• Consumer protection laws
• Advertising and marketing regulations

4.2 Client's Compliance Obligations

YOU MUST:

• Verify all AI outputs comply with applicable regulations
• Implement appropriate safeguards for sensitive data
• Obtain necessary consents from end-users
• Maintain required documentation and audit trails
• Immediately notify us of any compliance concerns

4.3 HIPAA and Covered Entities

Company provides the Services to practices that are not covered entities under HIPAA, unless the Client has entered into a Romea CEP Agreement under clause 4.4. By using the Services without a Romea CEP Agreement, Client represents that it is not a covered entity as defined in 45 CFR 160.103 and that it does not transmit health information electronically in connection with any HIPAA standard transaction.

Company is not a covered entity and does not hold itself out as HIPAA compliant. Company follows HIPAA principles as far as they reasonably apply to a non-covered entity, and applies recognized privacy standards including US federal and state law (including California), the EU GDPR, and equivalent law in the territories where the Services are delivered.

Company masks or minimizes personal information wherever reasonably practicable, and passes to AI and other third-party providers only the personal information needed for the relevant flow, as determined at Company's reasonable judgment. The Services rely on third-party AI providers. Company's provider selection and routing may change at any time without notice. Company cannot control or guarantee what those providers retain, log, or process, and accepts no liability for it.

Company gives no warranty or guarantee of HIPAA compliance, and accepts no liability for Client's compliance with HIPAA or any other regulation. Compliance remains Client's responsibility.

If Client is or becomes a covered entity, Client shall notify Company in writing without delay. Unless the parties have executed a Romea CEP Agreement, Company may terminate the Services and any agreement with Client at any time, with immediate effect, without refund of any fees paid and without waiver of fees due, and Company excludes all liability arising under or in connection with that agreement to the fullest extent permitted by law.

4.4 Romea Covered Entity Program

Practices that are covered entities may be served only under the Romea Covered Entity Program ("Romea CEP"), a separately negotiated service agreement with a full Business Associate Agreement and a dedicated HIPAA package (the "Romea CEP Agreement"). Romea CEP runs on dedicated self-hosted AI infrastructure; no patient information is sent to OpenAI, Anthropic, Google, or any other third-party model provider. Romea CEP scope, safeguards, and pricing are agreed case by case. Nothing in these Terms entitles Client to Romea CEP, and no Services are provided under Romea CEP unless a Romea CEP Agreement has been signed by both parties.

5. LIMITATION OF LIABILITY

5.1 Maximum Liability

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

5.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, or business opportunities
• Loss of data or data corruption
• Reputational harm or loss of goodwill
• Any damages arising from AI errors or malfunctions
• Costs of procuring substitute services
• Any claims by third parties against you

5.3 Specific Exclusions

WE ARE NOT LIABLE FOR:

• Mistakes, errors, or hallucinations made by AI systems
• Malfunction of your systems or third-party integrations
• Data breaches or security incidents on your systems
• Downtime or unavailability of services
• Failure to meet any specific business outcomes
• Regulatory fines or penalties you may incur
• Any medical, legal, or professional malpractice claims

6. SERVICE AVAILABILITY AND UPTIME

6.1 Best Effort Basis

Services are provided on a “best effort” basis. We do not guarantee:

• Continuous, uninterrupted, or error-free service
• Specific uptime percentages
• Response times or resolution timeframes
• Compatibility with all systems or platforms

6.2 Service Interruptions

We are not liable for service interruptions caused by:

• Third-party service failures (AI providers, cloud services, etc.)
• Internet connectivity issues
• Force majeure events
• Scheduled or emergency maintenance
• Your system failures or incompatibilities

7. DATA SECURITY AND PRIVACY

7.1 Security Disclaimer

While we implement commercially reasonable security measures, we cannot guarantee absolute security. We are not liable for:

• Data breaches or unauthorized access
• Data loss or corruption
• Interception of data in transit
• Security vulnerabilities in third-party systems

7.2 Privacy Practices

For information about our data handling practices, please refer to our Privacy Policy. You acknowledge that:

• We may process data across international borders
• AI systems may retain and learn from interactions
• Complete data deletion may not be technically feasible

8. PAYMENT TERMS

8.1 Payment Obligations

• All fees are due according to the payment schedule in your service agreement
• Payments are non-refundable except as required by law
• Late payments incur interest at 1.5% per month or maximum allowed by law

8.2 Suspension for Non-Payment

We may, without liability:

• Suspend services immediately upon payment default
• Delete your account and data after 30 days of non-payment
• Pursue collection of outstanding amounts
• Report delinquent accounts to credit agencies

9. INTELLECTUAL PROPERTY

9.1 Ownership

• We retain all rights to our proprietary systems and methodologies
• You retain ownership of your data and content ("Client Data")
• AI-generated content ownership follows the AI provider's terms

9.2 License Grant

You grant us a limited license to use your data solely for providing the Services.

9.3 Romea Materials

"Romea Materials" means all prompts, system instructions, knowledge base structures, conversation flows, qualification and booking logic, workflow configurations, and related documentation created or used by Company in providing the Services. Romea Materials are Company's confidential information and remain Company's property, including where they are reflected in AI-generated messages.

Client shall not disclose Romea Materials to any third party, or use them in whole or in part to develop, train, configure, or improve any product or service that competes with the Services. Client shall not provide Romea Materials, or any analysis, categorization, or compilation of Client Data prepared by Company, to any third party for the purpose of training or configuring an AI system.

9.4 Termination and Client Data

Unless agreed otherwise in the service contract, the following applies on termination:

(a) Company-hosted systems. Where Client Data is held in a CRM sub-account operated under Company's agency account, or in a portal, reporting, or other system operated by Company, Company will, on Client's written request made within thirty (30) days of termination, provide one export of the personal data reasonably available for export from those systems, in a single file. The export is provided at no charge, provided all outstanding fees have been paid. Company may close the sub-account, end Client's access to any Company-operated system, and delete their contents after the export has been delivered or the thirty (30) day period has expired.

(b) Client-hosted systems. Where Client Data has been synchronized during the term to systems operated by or for Client, Company's data delivery obligations have been fulfilled. Company has no obligation to provide exports, transcripts, datasets, or summaries of Client Data or AI interactions.

(c) Deletion. On Client's written request, Company will delete Client Data held in systems under Company's control within thirty (30) days, subject to clause 7.2.

9.5 No Training Datasets

Company does not prepare datasets, scenario compilations, or other materials for training or configuring any third-party AI system, including on Client's instruction. Any additional export Company agrees to provide is delivered in raw form, is billable at Company's then-current hourly rate, and excludes Romea Materials.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Romea.AI Pte. Ltd., its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any laws or regulations
• AI-generated content used in your business
• Claims by your customers or end-users
• Your negligence or misconduct

11. DISPUTE RESOLUTION

11.1 Governing Law

These Terms are governed by the laws of Singapore without regard to conflict of law principles.

11.2 Arbitration

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

For disputes involving amounts less than USD $250,000, the SIAC Expedited Procedure shall apply.

11.3 Limitation Period

Any claim must be brought within one (1) year after the cause of action arises.

12. GENERAL PROVISIONS

12.1 Entire Agreement

These Terms, together with your service agreement, constitute the entire agreement between parties.

12.2 Severability

If any provision is found unenforceable, the remaining provisions shall continue in full effect.

12.3 No Waiver

Our failure to enforce any provision shall not constitute a waiver of that provision.

12.4 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control.

12.5 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations freely.

12.6 Notices

Legal notices must be sent to:

• Email: legal@romea.ai
• Address: 68 Circular Road, #02-01 Singapore, 049422

13. SERVICE-SPECIFIC TERMS

13.1 Beta Features

Features marked as “beta” are provided as-is without any warranties.

13.2 Third-Party Services

We are not responsible for third-party services, including:

• AI language models (GPT, Claude, Gemini, etc.)
• CRM systems (GoHighLevel, HubSpot, etc.)
• Communication platforms (WhatsApp, Facebook, etc.)
• Calendar and scheduling systems

13.3 Training and Support

Support is provided during business hours on a reasonable effort basis. We do not guarantee resolution of all issues.

14. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. Continued use of Services after modifications constitutes acceptance of updated Terms.

15. SURVIVAL

Provisions regarding HIPAA and covered entities (clauses 4.3 and 4.4), Romea Materials, termination and Client Data, and training datasets (clauses 9.3, 9.4, and 9.5), limitation of liability, indemnification, and dispute resolution shall survive termination of these Terms.

16. ACKNOWLEDGMENT

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms
• You accept the risks associated with AI technology
• You are responsible for compliance with all applicable laws
• You understand that AI systems are imperfect and make mistakes
• Our liability is strictly limited as set forth herein