DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
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TERMS OF SERVICE, RŌVN, INC.

Entity: Rōvn, Inc. ("Rōvn", "we", "us") Jurisdiction: State of Delaware Effective Date: [On adoption] Applies to: Passport (worker-facing) · facility workflow layer (facility-facing) · Verified API (developer-facing) Version: Draft v0.1 · 2026-05-14

1. ACCEPTANCE

1.1 By accessing or using the Rōvn services, you agree to these Terms of Service ("Terms"). If you are accepting on behalf of an organization, you represent you have authority to bind that organization.

1.2 If you do not agree, do not use the services.

2. SERVICE DESCRIPTION

2.1 Passport. A worker-controlled digital credential wallet. Workers may upload, store, and share verified credentials with facilities.

2.2 facility workflow layer. A facility-side workforce platform covering demand monitoring, application intake, AI-assisted screening, verification orchestration, interview scheduling, offer management, onboarding, and active staff monitoring.

2.3 Verified API. A programmatic interface enabling integrated partners to query verified worker attestations under permissioned access.

2.4 Service Evolution. Rōvn may modify, add, or discontinue features at its discretion. Material reductions in functionality will be communicated with reasonable advance notice.

3. ACCOUNT TERMS

3.1 Eligibility. You must be at least 18 years of age. Facility customers must be lawfully operating healthcare entities or their authorized representatives.

3.2 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Promptly notify us of unauthorized access.

3.3 Accurate Information. You agree to provide accurate, current, and complete information and to maintain it.

3.4 Termination by User. You may close your account at any time. Data export options described in our Privacy Policy.

3.5 Termination by Rōvn. We may suspend or terminate accounts for material breach, fraud, illegal activity, or as required by law, with reasonable notice where feasible.

4. ACCEPTABLE USE

4.1 Prohibited Conduct. You shall not: - (a) Scrape, harvest, or extract data in bulk without written permission. - (b) Resell, sublicense, or commercially redistribute services without written permission. - (c) Submit Protected Health Information (PHI) outside the scope expressly contemplated by the applicable Business Associate Agreement. - (d) Attempt to defeat security, access another user's data, or probe vulnerabilities without authorization. - (e) Use the services to discriminate unlawfully in hiring or employment decisions. - (f) Misrepresent identity, credentials, or facility status.

4.2 Enforcement. Violations may result in suspension, termination, and legal action.

5. SUBSCRIPTION TERMS

5.1 Plans. Subscription plans, pricing, and features are described on the applicable Order Form or pricing page.

5.2 Auto-Renewal. Subscriptions auto-renew for successive terms equal to the initial term unless cancelled with at least 30 days' written notice before renewal.

5.3 Price Changes. We may change prices on renewal with at least 60 days' notice.

5.4 Cancellation. You may cancel at any time effective at the end of the then-current term. No prorated refunds for partial-period cancellation unless required by law.

5.5 Free Tiers. Free Passport accounts and free Facility Profile / role-posting tiers may be modified, limited, or discontinued.

6. CUSTOMER DATA

6.1 Ownership. Customer (and applicable workers for Passport) retain ownership of their data. Rōvn does not claim ownership of customer data.

6.2 Processing. Rōvn processes data as described in the Privacy Policy and applicable BAA / DPA.

6.3 Export. Workers may export Passport data at any time. Facility customers may export facility workflow layer data subject to reasonable file-format limits.

7. LICENSE GRANTS

7.1 Rōvn License to Customer. Rōvn grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the services per these Terms during the subscription term.

7.2 Customer License to Rōvn. Customer grants Rōvn a worldwide, royalty-free license to host, copy, process, and display Customer Content solely to provide and improve the services, subject to confidentiality and the applicable BAA.

7.3 Feedback. Customer grants Rōvn a perpetual, royalty-free license to use any feedback provided to improve the services. Rōvn will not attribute feedback to Customer without consent.

8. WARRANTIES

8.1 Mutual Authority. Each party warrants it has authority to enter these Terms.

8.2 Rōvn Warranty. Rōvn will provide the services with reasonable skill and care, consistent with industry standards for a pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners healthcare workforce platform.

8.3 No Medical Decision-Making Warranty. The services do not provide medical advice and shall not be used as the sole basis for clinical, employment, or licensure decisions. Rōvn outputs are decision-support, not decisions.

9. DISCLAIMER OF WARRANTIES

9.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RŌVN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 No SLA at Pre-Launch. Rōvn is currently pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners. No service-level commitments apply prior to launch. Rōvn will use commercially reasonable efforts ("best-effort") to maintain availability.

9.3 Third-Party Sources. Rōvn relies on third-party authoritative sources (NPDB, Nursys, state boards, etc.) for verification. Rōvn does not warrant the accuracy of third-party data.

10. LIMITATION OF LIABILITY

10.1 Cap. Rōvn's aggregate liability arising out of or relating to these Terms is capped at the fees paid by Customer in the twelve (12) months preceding the claim, or $100 if no fees have been paid.

10.2 Excluded Damages. In no event is either party liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of data, even if advised of the possibility.

10.3 Carve-Outs. The above limits do not apply to (a) gross negligence or willful misconduct, (b) breach of confidentiality, (c) indemnification obligations, or (d) HIPAA-related obligations under an applicable BAA.

11. INDEMNIFICATION

11.1 Customer Indemnification. Customer indemnifies Rōvn for third-party claims arising from (a) Customer Content, (b) Customer's use of services in violation of these Terms or applicable law, or (c) Customer's misuse or unauthorized disclosure of worker data.

11.2 Rōvn Indemnification. Rōvn indemnifies Customer for third-party claims that the services, as provided by Rōvn and used per these Terms, infringe a third-party intellectual property right. Rōvn may, at its option, modify the services, procure a license, or terminate and refund prepaid fees.

11.3 Process. The indemnifying party controls the defense; the indemnified party provides cooperation and prompt notice.

12. DISPUTE RESOLUTION

12.1 Informal Resolution. The parties shall attempt good-faith informal resolution for 30 days before initiating arbitration.

12.2 Binding Arbitration. Any dispute that is not informally resolved shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with one arbitrator and a seat in Wilmington, Delaware.

12.3 Class Action Waiver. The parties waive any right to participate in class, collective, or representative actions. Disputes shall proceed only on an individual basis.

12.4 Governing Law. These Terms are governed by Delaware law without regard to conflicts principles.

12.5 Carve-Out. Either party may seek injunctive relief in court for breaches of intellectual property or confidentiality.

13. MODIFICATION

13.1 Rōvn may modify these Terms with at least thirty (30) days' notice (email, in-app notice, or website posting). Material changes will be conspicuous.

13.2 Continued use after the effective date of the modified Terms constitutes acceptance. If you do not agree, your sole remedy is to cancel before the effective date.

14. NOTICES

14.1 Notices to Rōvn: legal@rovn.to. 14.2 Notices to Customer: address or email on file.

15. GENERAL

15.1 Assignment. Customer may not assign without Rōvn's consent. Rōvn may assign in connection with a merger, sale, or reorganization. 15.2 Entire Agreement. These Terms, plus applicable Order Forms, BAA, DPA, and Privacy Policy, constitute the entire agreement. 15.3 Order of Precedence. Conflicts resolved in this order: BAA > DPA > Order Form > these Terms > Privacy Policy. 15.4 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control. 15.5 Severability. Invalid provisions reformed to nearest enforceable scope. 15.6 No Waiver. Failure to enforce is not a waiver.

16. SURVIVAL

Sections 6, 9, 10, 11, 12, and 15 survive termination per their terms.

End of Draft v0.1 · 2026-05-14 Outside counsel review required prior to public publication.