TERMS OF USE

Please Read Carefully.

Roin Inc. — Updated Terms of Service
Effective Date: February 14, 2025

Below is the fully updated Terms of Service incorporating all changes we discussed, including payment terms, grace period, enforcement rights, additional services policy, and payment method requirements.

1. Acceptance of Terms
By creating an account, accessing, or using the Roin platform, you agree to these Terms of Service ("Terms") and the Privacy Policy. If you are using the Services on behalf of an entity, you represent that you are authorized to bind that entity.

2. Description of Services
Roin provides logistics software, brokerage support tools, transportation management capabilities, and related digital services. The Services may evolve over time.

3. Eligibility
Users must be at least 18 years old and legally able to enter a binding agreement.

4. Account Requirements
You must maintain accurate account information and safeguard login credentials. You are responsible for all account activity.

5. Payment Terms

5.1 Subscription Fees
All subscription fees are due and payable in advance on the first (1st) day of each calendar month (the "Billing Date"). Invoices may be issued on or before the Billing Date.

5.1.1 Prorated First Month (New Customers Only)
If a subscription is initiated after the first (1st) day of a calendar month, the subscription fee for that initial partial month will be prorated based on the number of days remaining in the month. The full monthly subscription fee will then be billed on the next Billing Date (the first (1st) day of the following month), and each month thereafter.
All subscription fees are due and payable in advance on the first (1st) day of each calendar month (the "Billing Date"). Invoices may be issued on or before the Billing Date.

5.2 Grace Period
You are provided a seven (7) calendar day grace period after the Billing Date. Payment must be received by the seventh (7th) day (the "Payment Deadline").

5.3 Late Payment & Service Suspension
If payment is not received by the Payment Deadline:

  • Your account becomes past due.
  • Roin may pause, suspend, or limit access to the Services beginning on the eighth (8th) day.
Suspension will continue until all outstanding amounts are paid in full.
Suspension or limitation of access does not relieve you of your financial obligations under these Terms.

5.4 Continued Nonpayment
If amounts remain unpaid for fifteen (15) days after the Payment Deadline, Roin may:

  • Terminate your account,
  • Pursue collection of all amounts due, including the remaining contract term if applicable,
  • Recover all costs of collection, attorney fees, and interest.

5.5 Payment Method Requirement
You must maintain a valid payment method (credit card or ACH) on file. Roin may request updated payment information at any time. Roin may:

  • Charge the payment method automatically on the Billing Date, or
  • Confirm charges with you prior to processing, depending on the billing arrangement.
Failure to maintain a valid payment method is grounds for suspension.

6. Additional Services

6.1 Out-of-Scope Work
Any work outside the standard scope of subscription services—such as custom features, workflow builds, development tasks, integrations, or enhancements—requires written authorization.

6.2 Statements of Work (SOW)
Additional services will only be performed under:

  • A Statement of Work (SOW), or
  • A written approval specifying the work and authorized by the client.

6.3 Billing for Additional Services
Such services are billed at the rate defined in the applicable Agreement (e.g., $75/hr), in minimum increments of 0.10 hours.
No additional work will be performed without written approval.

7. Service Suspension & Termination
Roin may suspend or terminate access to the Services for:

  • Nonpayment,
  • Violation of these Terms,
  • Unlawful activity,
  • Security risks,
  • Operational harm to Roin or other users.
Suspension or termination does not remove your obligation to pay any amounts owed.

8. Data Access Upon Termination
Upon termination or notice of discontinuation, customers may request access to their data. Roin will provide a reasonable window for data retrieval, subject to all outstanding balances being paid.

9. User Responsibilities
Users agree not to:

  • Abuse or misuse the Services,
  • Attempt unauthorized access,
  • Upload harmful or malicious content,
  • Violate laws or regulations.

10. Intellectual Property
Roin retains all rights to its software, code, processes, designs, and all related intellectual property. Users are granted a limited, non-transferable license to access the Services.

11. Confidentiality
Both parties agree to maintain the confidentiality of sensitive business, technical, and financial information obtained through the use of the Services.

12. No Refunds Policy
All fees are non-refundable unless otherwise required by law.

13. Limitation of Liability
Roin is not liable for indirect or consequential damages. Total liability is capped at the lesser of:

  • The amount paid in the six months prior to the claim, or
  • $100.

14. Indemnification
Users will indemnify Roin against claims arising from misuse, violations, or third-party disputes caused by the user’s actions.

15. Governing Law
These Terms are governed by Illinois law. Venue for disputes shall be in Chicago, Illinois.

16. Arbitration
Most disputes will be resolved by binding arbitration in Chicago, Illinois, under AAA rules.

17. Modifications to Terms
Roin may modify these Terms as needed. Continued use of the Services after updates constitutes acceptance.

18. Contact Information
For questions about these Terms, email: [cory@roininc.net](mailto:cory@roininc.net).

End of Terms of Service