Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and ROJI Inc. ("ROJI," "we," "us," or "our") governing your access to and use of the roji.ai platform, website, APIs, and all related services (collectively, the "Services").

The Services are a platform connecting three kinds of participants:

• Principals — the accountable person or organization behind an AI agent. Every agent on ROJI is bound to a Principal who sets its budgets, authorizes its spending, and answers for its orders.
• Agents — the AI systems that place and manage orders on a Principal's behalf. Agents are the buyers.
• Businesses — the verified merchants who publish service listings and fulfill orders against them. Businesses are the sellers, and may be organizations or individuals operating as single-person businesses.

If you register or act on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to that organization. If you register as a Business operating as an individual, "you" refers to you individually, as an independent seller.

By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

2. Description of the Platform

ROJI is a two-sided platform where verified Businesses publish machine-readable service listings and AI agents discover, order, and pay for those services. The Services include, but are not limited to:

• Tools for Businesses to publish and version service listings, including input requirements, deliverable schemas, prices, turnaround commitments (SLAs), refund windows, and covered jurisdictions
• Tools for Principals and their agents to search listings, receive itemized fee previews, place orders with structured inputs, and manage spending
• Business verification, credential and licensure checks, and listing eligibility controls
• Structured, typed communication between the parties to an order (questions, document requests, checkpoints, status updates)
• Automated deliverable validation, refund-request handling, and platform mediation of contested refunds
• Payment processing through our payment partner, reviews, reputation, and reporting

The specific features available to you depend on your role (Principal/Agent or Business) and, where applicable, the verticals and jurisdictions in which you are verified to operate.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. Businesses must complete the verification described in Section 4 before publishing listings or accepting orders. Principals must complete the account verification we require before placing orders.

3.2 Account Creation

To use the Services, you must create an account and provide accurate, complete, and current information. You agree to update your account information promptly to keep it accurate and current.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials, API keys, and agent authentication material, and for all activity that occurs under your account. You must:

• Use a strong, unique password and enable multi-factor authentication when available
• Not share your account credentials with unauthorized individuals
• Keep any agent's authentication credentials secured, since actions taken by your agent are treated as actions taken by you
• Notify us immediately at legal@roji.ai if you suspect unauthorized access to your account or agent

We are not liable for any loss or damage arising from your failure to maintain account or agent security.

3.4 Authorized Users and Agents

If you are a Principal, you are responsible for every agent registered under your account and for every authorized user you add. Each agent must be bound to a verified Principal before it can place or pay for orders. You are responsible for your agents' and authorized users' compliance with these Terms, including the orders they place, the instructions and data they provide, and the spending they authorize.

4. Business Verification, Licensure, and Attestations

4.1 Business Verification (KYB)

Before publishing listings or accepting orders, you must complete business verification, including entity, beneficial-ownership, and payout-account checks performed through Stripe Connect and our verification partners. Individuals operating as single-person businesses complete the same process with the document set applicable to them. We may re-verify periodically or before you enter a new vertical.

4.2 Licensure and Credentials

Where a service vertical requires a license, notary commission, or other professional credential, you (or the individual performing the act on your behalf) must hold that credential in good standing in the relevant jurisdiction, and we (or our verification partners) will check it against the issuing authority's registry. You must keep your credentials current, notify us promptly of any suspension, revocation, or expiration, and re-verify on renewal. An expired or invalid credential automatically suspends every listing that depends on it.

4.3 Honest Attestations

You represent and warrant that all information you provide about your business, its identity, credentials, licensure, and qualifications is truthful, accurate, and complete. Where a service requires you to attest that a real-world act occurred (a notarization, a site visit, a filing, and similar acts), your attestation and any supporting evidence must be truthful and complete, and you may only attest after performing the identity verification and steps that applicable law requires. Falsifying an attestation of a real-world act is a material breach of these Terms and results in immediate, permanent removal from the Services, in addition to any other remedies available to us or to affected parties.

4.4 Independent Verification, Not a Guarantee

Our verification process is designed to reduce risk, but it is not a guarantee of any Business's competence, reliability, or conduct. Principals and agents remain responsible for evaluating whether a listing and its deliverable meet their needs.

5. Listings, the Order Lifecycle, and ROJI's Role as a Neutral Platform

5.1 Listings and How an Order Works

A service listing on ROJI is an offer published by a Business: a description, the structured inputs it requires from the buyer, a defined deliverable, a list price, a turnaround commitment (SLA), a refund window, and the jurisdictions it covers. An agent selects a listing, supplies the required inputs, reviews the itemized fee preview, and places an order; payment is made at the time of order under Section 7; the Business accepts or declines; the parties communicate through the Services' structured channels; the Business delivers; and the order completes or is refunded as described in Section 6.

5.2 The Contract Is Between Principal/Agent and Business

When an order is placed and accepted, a direct contractual relationship for the performance of that order is formed between the Business and the Principal on whose behalf the agent placed it, on the terms of the listing as published at the time of the order. ROJI is not a party to that contract. ROJI provides the discovery, ordering, communication, payment, and refund-mediation infrastructure that makes the transaction possible, but ROJI does not itself sell services, perform services, or take on the obligations either side owes the other under an order. Each side is solely responsible for its own performance, representations, and compliance with law in connection with an order.

5.3 Listing and Order Content, and Screening

We may screen listings and orders for compliance with our Acceptable Use Policy before they are published or transmitted, and we may reject, suspend, or remove a listing or an order at any time if we believe it violates these Terms, the AUP, or applicable law. Screening is a risk-reduction measure, not a warranty that every published listing or placed order is lawful or appropriate — Principals, agents, and Businesses each remain responsible for their own compliance.

6. Deliverables, Refunds, Mediation, and Reviews

6.1 Deliverables and Delivery

Businesses must deliver against the deliverable schema published on the listing, within the turnaround commitment (SLA) published on that listing. Automated checks run at upload and a deliverable that fails them cannot be marked delivered. The SLA clock is suspended for any period in which the Business is waiting on a response, document, or approval owed by the buying side.

6.2 Refunds and Platform Mediation

Refunds, not held funds, are the remedy on this platform. An order cancelled before acceptance, and an order declined by the Business, are refunded in full automatically. An order not delivered within the listing's SLA is refunded in full automatically. Within the refund window published on the listing (a platform default of seven days after delivery, which a listing may set between three and thirty days), the buying side may submit a refund request stating its reasons. The Business must approve or contest the request within 72 hours; if it does not, the request is approved automatically. A contested request is decided by platform mediation from the order record — the listing as published, the inputs, questions, uploads, checkpoints, status updates, and the deliverable — and that decision is final for purposes of the refund on that order, without prejudice to either party's other legal rights.

6.3 Reviews and Reputation

Reviews may be submitted only by the parties to a completed order in which payment was made. Businesses are reviewed on quality, timeliness, and communication, at both the business and the listing level; the buying side is reviewed on input quality, responsiveness, and good faith. You agree not to manipulate reviews, discovery ranking, or reputation, including through self-dealing, fake orders, recycled deliverables, collusion, or paid reviews. We may remove reviews or take other enforcement action where we detect manipulation or fraud.

7. Fees, Payment at Order, Payouts, and Refunds

7.1 Payment at Order

Payment is made when an order is placed. The payment is processed by our payment partner, currently Stripe, as a destination charge that settles to the Business's connected account, with the Business named as merchant of record and ROJI's platform fee collected as the application fee on that payment. ROJI never takes possession of user funds — there is no escrow, no holding period, and no release step. Payouts reach the Business through Stripe Connect to its linked bank account on its Stripe payout schedule. Refunds under Section 6.2 are issued against the original payment.

7.2 Platform Fees

ROJI charges the buying side a platform fee on each order, currently 15% of the list price, tiering automatically to 12% and 10% at higher trailing-30-day volume, subject to a $2.50 minimum fee per order, plus payment processing costs passed through at cost. The fee is charged in addition to the list price, and the Business receives 100% of its list price. An itemized fee preview is provided to the buying agent before any charge. Current fee tiers and any optional add-ons are posted on our Pricing page and are also available as a machine-readable API resource. We may modify our fees with at least 30 days' prior notice.

7.3 Payment Methods

Principals may pay for orders by card or bank debit, by agent-native x402 stablecoin payments, or by presenting an AP2 mandate as proof of authorized agent spending, as described on the Pricing page. Businesses are always paid in U.S. dollars to their linked bank account, regardless of how the order was paid for.

7.4 Cancellations and Refunds

An order may be cancelled by the buying side at any time before the Business accepts it, and declined by the Business at any time before it accepts it; in either case the buyer receives an automatic, immediate, full refund. After acceptance, cancellation is governed by the terms published on the listing, which are shown to the buying agent before the order is placed. Delivery outside the listing's SLA results in an automatic full refund. All other refunds proceed under Section 6.2. As merchant of record, the Business is responsible for chargebacks and card-network disputes arising from its orders.

7.5 Taxes and Reporting

Each party is responsible for its own taxes arising from amounts paid or received through the Services. Where required by law, Stripe or ROJI will issue applicable tax reporting, including Form 1099-K, to Businesses that meet reporting thresholds. Businesses are responsible for the accuracy of the tax information they provide and for their own tax obligations.

7.6 Our Payment Partner

Payment processing, verification for payout purposes, and payouts to Businesses are provided by Stripe. Your use of Stripe's payment services is subject to the Stripe Connected Account Agreement, which is incorporated into these Terms by reference, and Stripe's own terms and privacy practices. By using the Services to send or receive payments, you agree to be bound by the Stripe Connected Account Agreement as it may be amended by Stripe from time to time.

8. Independent Seller Status

Businesses fulfill orders as independent sellers, not as employees, partners, joint venturers, or agents of ROJI or of any Principal. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between a Business and ROJI, or between a Business and a Principal. ROJI does not direct or control the manner, means, hours, or methods by which a Business performs a service; ROJI sets the platform rules and the listing/delivery framework, but the offer, the price, the turnaround, and the performance are the Business's own. Businesses are solely responsible for their own tools, expenses, insurance, taxes, and compliance with the licensing and regulatory requirements applicable to their work. Nothing in these Terms creates an employment, agency, or partnership relationship between ROJI and any Principal or agent, either.

9. Your Data

9.1 Ownership

You retain all rights, title, and interest in the data you submit to the Services — listing content, order inputs, uploaded documents, deliverables, and attestations (collectively, "Your Data"). These Terms do not grant us any ownership rights in Your Data.

9.2 License to ROJI

You grant ROJI a limited, non-exclusive, worldwide license to use, process, store, transmit, and disclose Your Data as necessary to operate the Services — including to publish listings, deliver order inputs to the fulfilling Business, deliver the Business's deliverables and attestations to the buying side, process payments and refunds, verify businesses and licensure, prevent fraud, provide support, and comply with law — and as otherwise described in our Privacy Policy.

9.3 Responsibility for Your Data

You are solely responsible for the accuracy, quality, legality, and appropriateness of Your Data. You represent and warrant that you have all necessary rights and consents to submit Your Data to the Services and to grant the licenses described in these Terms.

9.4 Data Portability and Deletion

You may export Your Data through the export features in the Services or by contacting legal@roji.ai. Upon termination of your account, we will make Your Data available for export for a period of 30 days, and will delete Your Data from our active systems within 90 days thereafter, except where retention is required by law, for financial recordkeeping, or for resolving disputes.

10. AI Features and Limitations

10.1 AI in the Services

The Services use AI to help agents structure orders, help Businesses draft listings, screen content, rank search results, and support other platform functions ("AI Features"). AI Features are tools that support the platform; they do not replace the judgment of the Principal, agent, or Business using them.

10.2 No Professional Advice

Nothing generated or facilitated by the Services — including AI Features and any Business's deliverable — constitutes legal, tax, financial, medical, or other professional advice, and ROJI is not a law firm, accounting firm, or other licensed professional services firm. Outputs may contain errors, omissions, or inaccuracies and are not guaranteed to be complete, accurate, or fit for any particular purpose. You are solely responsible for reviewing and verifying any output before relying on it.

10.3 AI Data Usage

We do not use Your Data to train third-party general-purpose AI models without your consent. Our AI data practices are described in detail in our Privacy Policy.

11. Acceptable Use

You agree to comply with our Acceptable Use Policy, which is incorporated into these Terms by reference and governs, among other things, the services you may not list, order, or perform, and the conduct expected of Principals, agents, and Businesses. A violation of the AUP is a violation of these Terms.

12. Intellectual Property

12.1 ROJI's Intellectual Property

The Services, including all software, algorithms, designs, trademarks, documentation, and other intellectual property, are owned by ROJI or our licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during the time your account is active, subject to these Terms.

12.2 Restrictions

You may not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services or attempt to extract or replicate the models or systems behind them; (c) remove or alter any proprietary notices; (d) use the Services to build or benchmark a competing product or service without our written consent; or (e) permit any third party to do any of the foregoing.

12.3 Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant ROJI a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you.

13. Third-Party Services

The Services integrate with or link to third-party services, including our payment partner Stripe and identity verification providers. Your use of a third-party service is governed by that provider's own terms and privacy policies. ROJI is not responsible for the availability, accuracy, or practices of third-party services, and does not endorse and is not liable for any third-party service.

14. Service Availability, Support, and Modifications

14.1 Availability

We use commercially reasonable efforts to keep the Services available, but the Services are provided on an "as available" basis, and we do not guarantee uninterrupted or error-free operation. We will provide notice of scheduled maintenance when reasonably practicable.

14.2 Support

We provide support via email and in-app messaging.

14.3 Modifications

We may modify, update, or discontinue features of the Services at any time. For material changes that negatively affect your use of the Services, we will provide at least 30 days' prior notice where reasonably practicable.

15. Confidentiality

15.1 Confidential Information

Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature — including order inputs, deliverables, and personal information exchanged between the parties to an order, which must be used only to complete or operate that order.

15.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ROJI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ROJI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR QUALITY OF ANY LISTING, ORDER, DELIVERABLE, ATTESTATION, AI OUTPUT, OR ANY OTHER CONTENT OR CONDUCT OF ANY PRINCIPAL, AGENT, OR BUSINESS. ROJI IS A NEUTRAL PLATFORM AND DOES NOT GUARANTEE THE PERFORMANCE, CONDUCT, LICENSURE, OR RELIABILITY OF ANY BUSINESS, PRINCIPAL, OR AGENT.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROJI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY ORDER, REGARDLESS OF THE THEORY OF LIABILITY.

17.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROJI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE PLATFORM FEES YOU PAID TO ROJI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

17.3 Exceptions

The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) your payment obligations; or (d) liability that cannot be limited by applicable law.

18. Indemnification

18.1 Your Indemnification

You agree to indemnify, defend, and hold harmless ROJI and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or the Acceptable Use Policy; (c) Your Data, any listing you publish, any order you place, or any deliverable or attestation you provide; (d) any service performed or ordered by you, including any dispute between a Principal/agent and a Business; or (e) your violation of any third-party rights.

18.2 ROJI's Indemnification

ROJI will indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Services (excluding any listing, order, deliverable, or content provided by another user) infringe a valid intellectual property right, provided that you promptly notify us, grant us sole control of the defense, and cooperate with us.

19. Term and Termination

19.1 Term

These Terms commence when you first access or use the Services and continue until terminated.

19.2 Termination by You

You may terminate your account at any time through your account settings or by contacting legal@roji.ai. Termination does not relieve you of obligations incurred, or fees owed, before termination.

19.3 Termination by ROJI

We may suspend or terminate your access to the Services immediately upon notice if: (a) you breach these Terms or the Acceptable Use Policy; (b) we are required to do so by law or by our payment partner; or (c) we reasonably determine that your use of the Services poses a security, fraud, or safety risk.

19.4 Effect of Termination

Upon termination: (a) your license to use the Services ends immediately; (b) you must cease all use of the Services; (c) we will make Your Data available for export as described in Section 9.4; (d) any orders in progress will be resolved per the terms of their listings and Sections 6 and 7; and (e) any provisions that by their nature should survive termination will survive, including Sections 8, 9.1, 12, 15, 16, 17, 18, and 20.

20. Dispute Resolution

20.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

20.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services — other than an order-level refund dispute resolved through the platform mediation process in Section 6.2 — shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.3 Exceptions

Notwithstanding the above, either party may: (a) seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information; or (b) bring an individual action in small-claims court for disputes within that court's jurisdiction.

20.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy, the Acceptable Use Policy, any Data Processing Agreement, and any order forms or listing-specific terms, constitute the entire agreement between you and ROJI regarding the Services.

21.2 Amendments

We may amend these Terms by posting the revised version on our website with an updated "Last Updated" date. Material changes will be communicated with at least 30 days' prior notice. Your continued use of the Services after the effective date constitutes acceptance.

21.3 Assignment

You may not assign these Terms without our prior written consent. ROJI may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

21.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

21.5 Waiver

The failure of ROJI to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it at a later time.

21.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, or Internet, payment-network, or utility failures.

21.7 Notices

Notices to ROJI must be sent to legal@roji.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed delivered when sent by email.

22. Contact Us

If you have questions about these Terms, please contact us:

ROJI Inc. Email: legal@roji.ai Website: https://roji.ai