ROBOTERRA END USER LICENSE AGREEMENT AND TERMS OF SERVICE
1. Acceptance of Terms
Welcome to ROBOTERRA (www.roboterra.com), owned and operated by Roboterra, Inc., a Delaware corporation (“ROBOTERRA”). ROBOTERRA is an educational robotics company that has developed proprietary robotics construction and development kits, robotics coding software, and an online technology platform providing related software, processes and services, which together allow users to learn, create, collaborate, communicate, and share (collectively, the “Services”). By using any part of the Services, you agree to comply with and be legally bound by this ROBOTERRA End User License Agreement and Terms of Service (collectively, the “Terms”). These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and ROBOTERRA. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be made available to you in connection with such features.
In these Terms, “you” and “your” refer to you personally as an individual or as an authorized of a legal entity. “We”, “us”, or “our” refer to ROBOTERRA. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its Users, its Administrators, and its affiliates to these Terms.
“ROBOTERRA Content” means all Content that ROBOTERRA makes available through the Services, including any Content licensed from a third party, but excluding User Content.
“Content” means text, graphics, images, music, software, code, audio, video, reports, scripts, information or other materials.
“User” means a person who completes ROBOTERRA’s account registration process and includes, without limitation, Owners and Administrators, each as defined below.
“User Content” means all Content that any User shares, displays, posts, uploads, publishes, submits or transmits through the Services.
A. License Grant
i. The Services include software, modules, platforms or applications (collectively or individually the "Software"), and as to the Software ROBOTERRA hereby grants you, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, non-assignable, limited, revocable, personal license (without the right to sublicense) to:
- download, install, execute and display the Software, in executable object code format only, and to use the Services solely for your personal use in the manner permitted by this Agreement; and
- Associate the Software with only one account.
ii. The Software is licensed, not sold. Your use of the Services is limited to the express terms of this Agreement. You may not (and you may not permit anyone else to) (i) license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise utilize the Software or Services as part of a commercial offering, (ii) modify, create derivative works of, dissemble, reverse compile or reverse engineer any part of the Software, (iii) use the Software in order to build a similar or competitive product or service, or (iv) otherwise exceed the scope of the express license granted herein. Except as expressly stated herein, no part of the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical or other means. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software or otherwise transfer any part of your rights to use the Software or Services.
iii. The LICENSE text file that accompanies the Software may contain certain third-party notices that ROBOTERRA is required to provide to you in conjunction with the Software. In addition, the LICENSE text file may specifically identify certain software code that is incorporated into or distributed with the Software, but is actually licensed to you under one or more "open-source" or "free software" licenses (the "Open Source Software"). Notwithstanding anything to the contrary in this License Grant, any Open Source Software is not licensed under (and is not subject to the terms of) this Agreement, and instead is separately licensed to you pursuant to the terms and conditions of their respective open-source software licenses. Copies of any such open-source software licenses are or will be reproduced in the LICENSE text file, and you hereby agree to comply with the terms and conditions of such open-source software license agreements.
iv. If the Software is being acquired on behalf of the United States Government, then the following provision applies. The Software is comprised of "commercial computer software" and "commercial computer software documentation" as such term is used in 48 C.F.R. 12.212 and is provided to the Government only as a commercial end-item (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. Consistent with 48 C.F.R. 12.212, and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth herein.
Title, ownership and all rights (including without limitation intellectual property rights) in and to the Software shall remain with ROBOTERRA. Except for those rights expressly granted in this License Grant, no other rights are granted, whether express or implied.
C. Representations and Warranties; Restrictions
You understand, agree, represent, warrant and affirm that:
- You will only use the Software in a manner that complies with any license, end user license agreements, or other legal obligations you may have;
- You will use the Software in compliance with any and all applicable laws in the jurisdictions in which you use the Software;
- Your use will be in accordance with applicable restrictions concerning privacy and intellectual property rights; and
You may not:
- Create derivative works based on the Software;
- Use the software for any purpose other than as described herein;
- Copy or reproduce the Software;
- Sell, assign, license, disclose, distribute or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties;
- Alter, translate, decompile, reverse assemble or reverse engineer the Software, or attempt to do any of the foregoing, except to the extent this prohibition is not permitted under an applicable law; or
- Remove or alter any proprietary notices or marks on the Software.
D. No Warranties
ROBOTERRA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE AND SERVICES (WHETHER IN WHOLE OR IN PART) IS AT YOUR SOLE RISK, AND THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ROBOTERRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, ROBOTERRA SHALL HAVE NO OBLIGATION TO YOU IF YOUR CONTENT FAILS TO BE TRANSFERRED OR IS UNUSABLE, DAMAGED, LOST OR OTHERWISE UNAVAILABLE OR NOT ACCESSIBLE. IN NO EVENT WILL ROBOTERRA OR ANY ROBOTERRA PARTY BE LIABLE FOR ANY CLAIM OF ANY NATURE, WHETHER DIRECT OR INDIRECT, ARISING FROM OR RELATED TO (I) THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT TRANSMITTED BY OR THROUGH YOUR USE OF THE SOFTWARE OR SERVICES, OR (II) ANY LIABILITY, LOSS OR DAMAGE INCURRED AS A RESULT OF SUCH CONTENT. YOU USE THE SOFTWARE AND SERVICES AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGES TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEM.
SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
E. Right to Modify Software
ROBOTERRA reserves the right to modify, suspend or discontinue the Software or Services at anytime. Unless otherwise expressly stated by ROBOTERRA at the time of delivery, any future release, update, or additional addition to the functionality of the Software or Services shall be subject to the terms of this License Grant. You may stop using the Software or Services at any time. You do not need to specifically inform ROBOTERRA when you stop using the Software or Services.
F. U.S. Government Restricted Rights
The Software and accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable. The manufacturer is ROBOTERRA, Inc., 3375 Scott Blvd STE 438, Santa Clara CA 95054.
G. Open Source
The Software may contain or be provided together with open source software. Each item of open source software, if any, will be subject to its own applicable license terms, which can be found in the LICENSE text file, in the Software documentation or the applicable help, notices, about or source files. Copyrights to any open source software are held by the respective copyright holders indicated therein.
By accepting this License Grant, you agree to indemnify and otherwise hold harmless ROBOTERRA, its officers, employers, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Software, breach of any warranty provided herein, or any other matter relating to the Software.
I. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ROBOTERRA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ROBOTERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL ROBOTERRA'S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT OF LICENSING FEES PAID BY YOU (OR ON YOUR BEHALF BY A THIRD-PARTY) TO ROBOTERRA. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
J. Export Restrictions
This License Grant is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the Software or information about such Software which may be imposed from time to time by the government of the United States of America. You shall not export the Software or information about the Software without consent of ROBOTERRA and compliance with such laws, regulations, orders or other restrictions.
K. Software Updates
The Software may automatically download and install updates from ROBOTERRA from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit ROBOTERRA to deliver these to you) as part of your use of the Software.
L. Termination of this Agreement.
i. This Agreement will continue in effect until terminated by either you or ROBOTERRA as set forth herein.
ii. You may, in your sole discretion, terminate this Agreement at any time by (i) notifying ROBOTERRA in writing to ROBOTERRA's address which is set out at the beginning of this Agreement, (ii) closing your Account (if applicable), and (iii) discontinuing any further use of the Software and/or Services and destroying any copies of Software in your possession or under your control.
iii. ROBOTERRA may, in its sole discretion, suspend your rights to use the Software and/or Services or terminate this Agreement (including terminating your Account, if applicable), without notice, if (A) you breach this Agreement, (B) ROBOTERRA is required to do so by law, (C) you engage in conduct ROBOTERRA believes is harmful to other ROBOTERRA users or the business of ROBOTERRA, or (D) ROBOTERRA has elected to discontinue the Software and/or Services. ROBOTERRA will not be liable to you or any third-party for any termination of this Agreement or termination, suspension or limitation of your access to the Software and/or Services.
iv. Termination of this Agreement, Software, Services and your Account may include any or all of the following: (i) removal of access to all or part of the Services, (ii) deletion of your password and all related information, files and content associated with your Account, and (iii) barring of further use of all or part of the Software and/or Services.
v. The following sections will survive termination of this Agreement for any reason: Sections B ("Title"), D ("No Warranties"), H ("Indemnification"), I ("Limitation of Liability"), L.ii (regarding the effect of termination), L.iii (regarding survival of certain terms of the Agreement after termination), and M ("General").
This License Grant will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The exclusive forum for any disputes arising out of or relating to this License Grant shall be an appropriate federal court or state court sitting in the County of Santa Clara, State of California. The License Grant constitutes the entire agreement between you and ROBOTERRA regarding the Software. If any provision of this License Grant is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this License Grant will remain in full force and effect. You may not assign this License Grant, and any assignment of this License Grant by you will be null and void. ROBOTERRA and ROBOTERRA logos and names are trademarks of ROBOTERRA, Inc. You agree not to display or use these trademarks in any manner without ROBOTERRA's prior, written permission. The section titles and numbering of this License Grant are displayed for convenience and have no legal effect.
ADDITIONAL TERMS FOR SERVICES
ROBOTERRA reserves the right to modify or discontinue, temporarily or permanently, any aspect of the Services at any time and without prior notice. ROBOTERRA may also modify these Terms at any time, but if we do so we will post the modification on the website and will provide you with notice prior to the changes taking effect. By continuing to access or use the Services after we have posted a modification or have provided you with notice of a modification of these Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to stop using the Services.
5. Eligibility; Digital Signature
The Services are intended solely for persons who are either (i) 18 or older, (ii) an emancipated minor, or (iii) possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
By registering for a User Account, or by clicking to accept these Terms, you (or your parent or guardian, if applicable) are deemed to have executed these Terms electronically, effective on the date you register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your creating of a User Account constitutes an acknowledgement that you are able to electronically receive, download, and print these Terms, and any amendments.
6. User Account Registration
To access and use the Services, you must register an account (“User Account”) and become a User. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your User Account.
You are solely responsible for your User Content and User Account. Accordingly, you represent and warrant that any User Content or User Account information that you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties. ROBOTERRA assumes no responsibility for User Content, User Account information, or for any User’s compliance with any applicable laws, rules and regulations (including tax requirements).
The Services may include an option for you to register as the owner of a master account for many Users and/or as a person who controls other Users’ access to the Services under that master account (“Owner”). An Owner may assign a User to manage the master account and its Users (“Administrator”). When this feature is available, you will identify an Owner’s user name (in the form of an email address) and password for your account. As an Owner, you may use these credentials to invite individuals to become Administrators and Users (each with their own password) under your account. The total number of users is limited to the maximum number permitted for your master account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Users.
7. Services Fees
To obtain a Kit and/or a Registration Key and access the Services, you will be required to provide your credit card or other payment instrument information. You agree to pay ROBOTERRA in accordance with the terms set forth on the Services website and these Terms, and you authorize ROBOTERRA and its third-party payment processors to bill your payment instrument. If you dispute any charges you must let us know within sixty (60) days after the date that we invoice you. All amounts paid are non-refundable and we reserve the right to change our prices in the future.
You understand and agree that you are solely responsible for determining, withholding, or remitting any Tax applicable to your use of the Services in consultation with your tax advisors. ROBOTERRA cannot and does not offer Tax-related advice. “Tax” means any sales taxes, value added taxes (VAT), goods and services taxes (GST), other local, municipal, provincial, state and federal taxes, charges or fees of any kind, and other withholding and personal or corporate income taxes.
9. User Representations and Warranties
By submitting the User registration form, you represent, warrant and agree to the following:
- You are solely and fully liable for all User Content, conduct, postings and transmissions that are made under your User name and password.
- You either are the sole and exclusive owner of all User Content that you make available through the Services or you have all permissions, rights, licenses, consents and releases that are necessary to grant to ROBOTERRA the rights in such User Content, as contemplated under these Terms.
- You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services and Content.
- Neither your User Content, nor your posting, uploading, publication, submission or transmittal of the User Content or ROBOTERRA’s use of the User Content (or any portion thereof) on, through or by means of the Services, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- You accept and agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Services. You acknowledge that we may establish general practices and limits concerning use of the Services and may modify such practices and limits from time to time. We retain the right to create limits on use and storage at our sole discretion at any time with or without notice, and reserve the right to log off users who are inactive for an extended period of time.
You further represent, warrant and agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations.
- impersonate any person or entity, including, but not limited to, a ROBOTERRA employee, Administrator, Owner, or other User, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- use the Services to “stalk” or otherwise harass another.
- sublicense, resell, rent, lease, transfer or assign the Services or its use, or offer the Services on a time share basis to any third party.
- use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Services or Content.
- use the Services for any commercial or other purposes that are not expressly permitted by these Terms.
- copy, store or otherwise access any information contained on the Services or Content for purposes not expressly permitted by these Terms.
- interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers.
- use the Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements.
- use automated scripts to collect information or otherwise interact with the Services.
- post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
- systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
- use, display, mirror or frame the Services, ROBOTERRA’s name, any ROBOTERRA trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ROBOTERRA’s express written consent.
- access, tamper with, or use non-public areas of the Services, website or application, ROBOTERRA’s computer systems, or the technical delivery systems of the Services or any third-party provider system.
- attempt to probe, scan, or test the vulnerability of any ROBOTERRA system or network or breach any security or authentication measures.
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ROBOTERRA or any of ROBOTERRA’s providers or any other third party (including another User) to protect the Services or Content.
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information.
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content.
- advocate, encourage, or assist any third party in doing any of the foregoing.
ROBOTERRA will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ROBOTERRA may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that ROBOTERRA has no obligation to monitor your access to or use of the Services or User Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. ROBOTERRA reserves the right, at any time and without prior notice, to remove or disable access to any User Content that ROBOTERRA, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services.
The Services, ROBOTERRA Content, and other Content are protected by copyright, trademark, and other laws of the United States and other countries. You acknowledge and agree that the Services and ROBOTERRA Content, including all associated intellectual property rights, are the exclusive property of ROBOTERRA and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
All trademarks, service marks, logos, trade names and any other proprietary designations of ROBOTERRA used herein are trademarks or registered trademarks of ROBOTERRA. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
11. License to Services, Content, and User Content
Subject to your compliance with these Terms, ROBOTERRA grants you a limited, non-exclusive, revocable, non-transferable license to access and view any Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ROBOTERRA or its licensors, except for the licenses and rights expressly granted in these Terms.
12. License Grant to User Content
We may, in our sole discretion, permit Users to share, display, post, upload, publish, submit or transmit their User Content or that of other Users. By making available any User Content on or through the Services, you hereby grant to ROBOTERRA a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, store and otherwise fully exploit such User Content on, through, or by means of the Services as currently exist or may be developed in the future. ROBOTERRA does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
The Services may contain links to third-party websites or resources. You acknowledge and agree that ROBOTERRA is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ROBOTERRA of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
14. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website location are covered by a single notification, a representative list of such works at that website;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ROBOTERRA's designated Copyright Agent to receive notifications of claimed infringement is ROBOTERRA, Inc., email: firstname.lastname@example.org, mailing address: 3375 Scott Blvd Ste. 438, Santa Clara CA 95054. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
• Your physical or electronic signature;
• Identification of the User Submission that has been removed or to which access has been disabled and the location at which the User Submission appeared before it was removed or disabled;
• A statement that you have a good faith belief that the User Submission was removed or disabled as a result of mistake or a misidentification of the User Submission; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Santa Clara, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, ROBOTERRA may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at ROBOTERRA's sole discretion.
15. Termination and User Account Deactivation
These Terms will continue in full effect unless and until your account or these Terms are terminated as described herein. You have the right to deactivate your account at any time by using the account deactivation interface provided at Software. Only Owners have the ability to deactivate and delete master accounts. All accrued rights to payment and rights granted to ROBOTERRA, as well as the terms below, shall survive termination of these Terms.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate these Terms or your access to our Services, and (b) deactivate or cancel your User Account. You may cancel your User Account at any time by contacting ROBOTERRA. Please note that if your User Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Services.
IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROBOTERRA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ROBOTERRA MAKES NO WARRANTY THAT THE WEBSITE, APPLICATION, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT ROBOTERRA DOES NOT REVIEW, ENDORSE, VERIFY, EVALUATE, WARRANT OR GUARANTEE ANY CONTENT.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER CONTENT, COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD ROBOTERRA HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES ARISING FROM YOUR USE OF THE SERVICES.
17. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT VIA THE SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS REMAINS WITH YOU. NEITHER ROBOTERRA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERYING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUR OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, FROM ANY COMMUNICATIONS OR INTERACTIONS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROBOTERRA HAS BEEN INFORMED OF THE POSSBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL ROBOTERRA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROBOTERRA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold ROBOTERRA and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Services or Content or your violation of these Terms; (b) your User Content; (c) your (i) interaction with any User, (ii) reliance on any information exchanged via the Services, or (iii) creation of a User Account; (d) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (e) any claim that you or your User Content caused damage to a third party. ROBOTERRA shall have the right to control all defense and settlement activities.
You may not assign or transfer these Terms, by operation of law or otherwise, without ROBOTERRA’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ROBOTERRA may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ROBOTERRA (i) via email to the email address on your account or (ii) by posting to the website or via the application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. You may provide notice to us by email at email@example.com.
21. Controlling Law and Jurisdiction
You agree that (i) the Services shall be deemed solely based in California, and (ii) the Services shall be deemed a passive website that does not give rise to personal jurisdiction over ROBOTERRA, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You and we agree to submit to the personal jurisdiction of a state court located in Santa Clara, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below.
YOU AND ROBOTERRA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED.
These Terms are intended to govern the agreement between ROBOTERRA and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
23. Dispute Resolution Provisions
You and ROBOTERRA agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively “Disputes”) will be resolved according to the provisions of this section
Informal Resolution. We will first try to resolve any Dispute informally. Accordingly, neither of us may start a formal proceeding for at least 30 days after one of us notifies the other of a Dispute in writing. Notice of the Dispute will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You will send your notice by email to firstname.lastname@example.org AND to the address listed directly below. For Administrators, we will send our notice to the email and U.S. mailing address associated with your account.
Formal Resolution. If the Dispute is not resolved informally, we agree that it will be resolved by binding arbitration and not in courts of general jurisdiction; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You acknowledge and agree that you and ROBOTERRA are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ROBOTERRA otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents atwww.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and ROBOTERRA otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ROBOTERRA submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $5,000, ROBOTERRA will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
No Class Action. YOU AND ROBOTERRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Changes. Notwithstanding the provisions of the “Modification” section above, if ROBOTERRA amends this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms) you will be notified in accordance with these Terms. You may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of ROBOTERRA’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ROBOTERRA in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Enforceability. If the “No Class Action” section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.
24. International Users
ROBOTERRA makes no claim that the Services or Content are appropriate or may be downloaded outside the United States. If you access the Services from a location outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations or decrees of your jurisdiction.
25. Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the application except as authorized by United States law, the laws of the jurisdiction in which you obtained the application, and any other applicable laws. In particular, but without limitation, the application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
26. Feedback and Reporting Misconduct
We welcome and encourage you to provide feedback, comments and suggestions (collectively “Feedback”) for improvements to the Site, Application and Services. You may submit feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of ROBOTERRA and you hereby irrevocably assign to ROBOTERRA all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At ROBOTERRA’s request and expense, you will execute documents and take such further acts as ROBOTERRA may reasonably request to assist ROBOTERRA to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
If you feel any User is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you agree to immediately report such person to the appropriate authorities and to ROBOTERRA.
The failure of ROBOTERRA to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ROBOTERRA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Certain areas of the Site or Application (and your access to or use of certain aspects of the Services or Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Content.
28. Notice to California Residents.
If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
29. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between ROBOTERRA and you regarding the Services and Content made via the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ROBOTERRA and you regarding the same.
Disclaimer: The original, legally binding version of this document is written in English. If it is translated into other languages by non-English-speaking users, there may be discrepancies between the English version and a translated version. If so, the English version supersedes the translated version.
© 2016 ROBOTERRA, Inc. All rights reserved.