Community Edition License Agreement
Community Edition License Agreement
Robusta Community Edition Agreement
Important: This is a legal agreement (“Agreement”) between you (the “Customer”) and Robusta Cognitive Automation (“Robusta”). This Agreement governs the Customer’s use of the Services (deﬁned below).
By accepting this Agreement by either (1) clicking a box indicating acceptance, (2) executing an order form that references this Agreement, or (3) using free Services, the Customer agrees to the terms of this Agreement. User represents the Customer with full power, capacity, and authority to accept the terms of this Agreement. If Customer is accepting the terms of this Agreement on behalf of an employer or another entity, Customer represents that Customer has the full legal authority to bind such employer or such other entity to this Agreement. Individual Users of Customer shall be deemed Customer in this Agreement.
1. Deﬁnitions. Terms used with capital letters have the meaning prescribed below.
“Robusta” means the Robusta Cognitive Automation entity entering into this Agreement, as described below.
“Aﬃliate” means any entity is controlled by or is under common control with the subject entity. “Control,” for purposes of this deﬁnition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Community License” Subject to Customer’s compliance with the terms and conditions of this Agreement, Robusta grants Customer and its Affiliates, upon access or delivery of license keys as per Subscription and during the Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use such Software that Robusta has made available under the Community edition subject to the conditions herein and the Documentation.
“Conﬁdential Information” has the meaning given to it in Section 4.1.
“Documentation” means Robusta’s installation guides and/or manuals, operating instructions and technical speciﬁcations necessary to enable Customer to properly install, conﬁgure and use the Services, updated from time to time, and made available through download or during installation of the Services.
“Software” means (a) (i) software products licensed to Customer, all as developed by or for Robusta and/or its Affiliates, and delivered to Customer hereunder; (ii) any development kits, protection mechanisms, plugins, connectors, extensions, scripts or any other software provided to Customer, including during Support or pursuant to warranty obligations, (iii) all new releases, versions, modifications, updates, patches, improvements, enhancements, or similar.
“Services” means the Community Edition version of Robusta’s Software that is made available online by Robusta. Unless otherwise indicated, the deﬁnition of Services shall include Community License. Robusta Software consists of three main components namely;
a) Design Studio
b) Process Orchestrator
c) Digital Workers (software robots)
Robusta provides Design Studio and Process Orchestrator Services on Robusta cloud premises while Digital Workers should be installed on Customer premises.
“Subscription” means Customer needs to fill subscription form Robusta Community edition portal to get access to Robusta cloud premises to be able use the Services.
“User” means a personnel who that Customer grants full power, capacity and authority to accept the terms of this Agreement.
“Term” has the meaning given to it in Section 3.1.1.
2. Use of Services. This Agreement shall govern the use of Services.
a) Purpose. Robusta is a software provider of an end-to-end intelligent automation platform. The Customer is interested in testing the suitability of the Services. This Agreement applies to the Software made available by Robusta, free of charge (except otherwise specified in writing), for trial purposes only, whether part of early access, preview programs or independent of any program, for proofs of concepts delivered by Robusta to the Customer or by Robusta and/or the Customer to prospect customers.
b) Governance. The Parties agree that this Agreement will only govern trial and evaluation licenses and given free of charge (except otherwise specified in writing). Certain Software may be subject to additional terms, as made available to the Customer upon accessing, or otherwise agreeing to, enter the available Robusta programs
c) Use Rights and Obligations. Robusta grants to Customer a limited, non- exclusive, non-transferable, personal, revocable, right to access and use the Services in amounts provisioned for Customer by Robusta solely for Customer’s internal use in connection with Customer’s ordinary business operations, for the term described in Section 3 below. Customer agrees to operate the Services in compliance with the terms of this Agreement and any applicable laws, including but not limited to the Privacy.
d) Eligibility. Customer may only use Community Edition if Customer is:
a) An individual person, in which case, Customer may only use the Services on one machine; or
b) An organization that, together with its Affiliates, collectively have (a) less than 250 physical or virtual machines or users and (b) less than the equivalent of USD 5 (five) million in annual revenues, the Customer is deemed a “Small Business” and may use the Software for internal business purposes only; or
c) An organization that, together with its Affiliates, collectively exceed the limitations set herein for a Small Business, the Customer is deemed a “Large Business” and may only use the Software to test and evaluate the suitability, and for non-profit purposes, such as education, hackathons, individual or institutional research, and internal trainings. Robusta reserves the right to delete all Customer Data in the Software if the Customer fails to use that Software for more than 90 (ninety) consecutive calendar days.
e) Use Restrictions. Except as otherwise provided in this Agreement or as required by law or by the terms of a third-party license, Customer shall not, and shall not permit any employees, agents, or representatives to:
a) disclose, sell, assign, lease, commercially exploit or market any part of the Services or Robusta Conﬁdential Information in any way or manner;
b) copy, modify, enhance, translate, supplement, create derivative works from, or remove any proprietary notices or labels from any part of the Services or Robusta Conﬁdential Information;
c) disassemble, decompile, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Robusta Conﬁdential Information; or
d) use any Services which have not been provisioned by Robusta for Customer’s use under this Agreement.
Except as expressly permitted in this Agreement, Customer shall not cause or permit competitive analysis, benchmarking, or the use, evaluation or viewing of the Services for the purpose of testing, designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by the Services. Any use of the Services in breach of the foregoing by Customer that in Robusta’s judgment threatens the security, integrity or availability of the Services, may result in Robusta’s immediate suspension of the Services, however Robusta will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
f) Customer Responsibilities. Customer is responsible for use of the Services by all users that access the Services with Customer’s account credentials. Therefore, Customer is responsible for:
a) Ensuring it uses utmost discretion in granting administrator privileges. Ensuring that its users do not share their passwords.
b) Ensuring and maintaining security of its systems and the machines that connect to and use the Services, including implementation of necessary patches and operating system updates.
c) Customer also agrees that it will not and will not engage or authorize any third party to, perform any penetration testing of the Services without obtaining Robusta’s prior written permission.
g) Ownership; Intellectual Property Protection. Subject to the limited rights expressly granted hereunder, Robusta, its Aﬃliates and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. The placement of a copyright notice on any part of the Services or Robusta Conﬁdential Information will not constitute publication or otherwise impair the conﬁdential or trade secret nature of the Services or Robusta Conﬁdential Information.
h) Customer Inactivity. If Customer’s account remains inactive for ninety (90) days or more, Robusta may, at its sole discretion, delete or remove certain types of data from the Services, including but not limited to ﬁles uploaded by Customer, or reports derived from Customer’s use of the Services.
i) Feedback, Independent Development, Residuals. The Customer acknowledges that if it provides any suggestions or feedback to Robusta, it does so voluntarily and Robusta will be entitled to use any of it, in any way and for any purpose in relation to its business. Parties agree that nothing in this Agreement will limit or restrict Robusta’s right to
a) develop directly or indirectly any components that may be similar or may perform similar to any the Add-ons or Customer IP Rights generated pursuant to usage of the Software,
b) use any general information, ideas, concepts, know-how, processes, techniques, programming routines and subroutines, methodologies, processes, skills, or expertise which are retained in the unaided memory of Robusta’s Authorized Users, and
c) develop or acquire products, for itself or others, that compete with the products, systems, or methods developed by the Customer, subject to confidentiality obligation hereunder. Robusta or its Affiliates may use technical, usage and other telemetry data from Customer’s use of the Software, and Customer Data, for the purpose of providing Improvements, developing software and service, improving resource allocation and support, internal demand and product planning, verification of security and data integrity, training machine learning algorithms, and identification of industry trends and developments, including creation of indices and anonymous benchmarking.
3. Term and Termination.
The term of this Agreement (the “Term”) will begin when Customer clicks “Get Started” and will end twelve (12) months after the Effective Date, unless extended by Robusta, in its sole and absolute discretion. In addition, Robusta may, in its sole and absolute discretion, terminate this Agreement immediately upon written or electronic notice to Customer. Upon termination of this Agreement, Customer will cease all use of the Services provided hereunder and return, or destroy upon Robusta’s request, all copies of any part of the Services then in Customer’s possession or under Customer’s control.
a) Term of the Agreement. Unless otherwise agreed by the Parties in writing, this Agreement commences as of the Effective Date and, unless otherwise agreed by the Parties in writing, will continue for twelve (12) months until terminated in accordance with this Agreement.
b) Termination. This Agreement will terminate on expiry of the Term. Robusta may terminate this Agreement for convenience without notice at any time. If either Party commits a material breach of this Agreement the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 (thirty) days of the receipt of notice date, the non-breaching Party may immediately terminate this Agreement upon written notice.
a) Conﬁdential Information. As used herein, “Conﬁdential Information” shall mean any non-public, conﬁdential or proprietary information, including trade secrets, of a party hereto disclosed to the other party hereto, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identiﬁed as “conﬁdential” or “proprietary”.
b) Exclusions. Conﬁdential Information shall not include information that:
a) is or becomes known or available to the public, other than through a breach of an obligation hereunder by the receiving party;
b) is lawfully acquired by the receiving party from a third party without breach of a conﬁdentiality restriction;
c) the receiving party can demonstrate by written proof was (i) already in its possession at the time it was disclosed hereunder by the disclosing party or (ii) was independently developed by the receiving party without use of the disclosing party’s Conﬁdential Information; or
d) has been approved for disclosure by the disclosing party.
c) Conﬁdentiality Obligations. The receiving party will hold and maintain the disclosing party’s Conﬁdential Information in conﬁdence, exercising at least the same degree of care as the receiving party customarily exercises to protect its own proprietary information, but in no event with less than reasonable care. The receiving party will not, without the disclosing’s party prior written consent:
a) disclose any portion of the Conﬁdential Information to any person or entity other than its and its Aﬃliates’ directors, oﬃcers, employees, agents or consultants who reasonably need access to the Conﬁdential Information to fulﬁll the permitted uses described herein and who are bound to protect the Conﬁdential Information on terms substantially similar to those in this Agreement; or
b) use Conﬁdential Information except as permitted in this Agreement. Notwithstanding the foregoing, the receiving party may produce or disclose Conﬁdential Information as required pursuant to applicable laws, regulations or court order, provided that it ﬁrst gives the disclosing party notice of the request, if permitted, such that the disclosing party has an opportunity to defend, limit or protect such production or disclosure.
a) Indemniﬁcation by Robusta. Robusta will defend, indemnify and hold Customer harmless from any damages or losses that it may incur by reason of or arising out of any third-party claim that any part of the Services infringes any patent or copyright which is enforceable in the U.S. or misappropriates any trade secret. In any action based on a claim of infringement, Robusta may, at its sole option and expense:
a) procure for Customer the right to continue using the applicable Services under the terms of this Agreement;
b) replace or modify the affected portion of the Services with a replacement or modiﬁcation that permits the Services to function in substantially equivalent form as with the infringing portion of the Services; or
c) if options (a) and (b) above are not reasonably commercially available or practicable, then Robusta may terminate Customer’s rights and Robusta’s obligations hereunder with respect to the affected portion of the Services, in which case Robusta will refund a pro rata portion of any prepaid fees (if any) for such affected portion of the Services equal to the period of time from the date of termination to the end of the then-current Term. Robusta’s indemniﬁcation obligations under this Section 5.1 (Indemniﬁcation by Robusta) are conditioned upon Customer:
i. promptly notifying Robusta in writing of the claim;
ii. granting Robusta sole control of the defense and settlement of the claim; and
iii. providing Robusta with all assistance (at Robusta’s expense), information, and authority reasonably required for the defense and settlement of the claim.
b) Indemniﬁcation by Customer. Customer will defend, indemnify, and hold Robusta harmless from and against any loss, cost (including all legal fees), claim, injury, or other liability asserted by any person not a party to this Agreement, which relates to, or arises out of, directly or indirectly:
a) any breach by Customer of the Privacy Laws relating to Customer’s provision of Personal Data (as deﬁned in Section 9.1 below) or any failure by Customer to comply with its obligations as set forth in Section 9.3 below;
b) any breach by Customer of the terms contained in Section 2 (Use of Services) or the warranties contained in Section 9 (Data Privacy) of this Agreement; or
c) Customer’s use of Robusta Conﬁdential Information in violation of this Agreement or
d) Customer’s use of the Services in violation of any applicable laws, regulations, or policies.
c) Indemnity Exclusions. Robusta will have no liability for any claim described in Section 5.1, and Customer will defend and indemnify Robusta against any such claim, to the extent that it would not have occurred but for:
a) modiﬁcations to the Services made by Customer or a party acting on Customer’s behalf;
b) the combination, operation or use of the Services with equipment, devices, software or data not supplied by Robusta (including, without limitation, using the Services to automate Robusta-selected software or processes);
c) Customer’s failure to use updated or modiﬁed forms of the Services provided by Robusta;
d) Customer’s use of the Services other than in accordance with this Agreement;
e) compliance by Robusta with designs, plans or speciﬁcations furnished by or on behalf of Customer; or
f) Customer’s use of the Beta Services.
d) THE PROVISIONS OF THIS SECTION 5 SET FORTH ROBUSTA’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
6. Acceptable Use
a) Acceptable Use Policy. Customer represents that it will use the Services in accordance with this Agreement, including the Acceptable Use Policy and the other Policies, as available and updated from time to time on the Robusta Websites. Without prejudice to the generality of the foregoing and to the greatest extent permitted by the applicable law, Customer agrees to the following:
a) unless expressly allowed by Robusta in writing, Customer will not mix production purpose Software with non- production purpose Software;
b) Customer will not exceed the number of allocated Software licenses, or circumvent any technological protection measures set by Robusta to control access to the Software;
c) unless otherwise instructed by Robusta, Customer may make copies of the Software and associated licenses solely as needed for disaster recovery purposes and to be used in case of force majeure. Robusta may request proof of the force majeure;
d) Customer will not use, and will not encourage others to use, the Technology or Services
i. to inspect or analyze the Technology or the outputs for benchmarking or comparison purposes,
ii. for the purpose of designing, modifying, creating a derivative work or creating any program that performs functions similar to the functions performed by the Technology,
iii. to acquire any technical specifications and gain a competitive technological or business advantage,
iv. to misappropriate or infringe any rights or violate any laws or contracts,
v. to access, tamper with, or use non-public areas of, any systems of Robusta, its Affiliates or their Authorized Users,
vi. to perform any type of security testing, including penetration testing on the Technology;
vii. to use outputs of Robusta machine learning technology and related tools with non-Robusta machine learning technology and related tools;
e) Customer will not disassemble, decompile or reverse engineer the Technology or any portion of it; Customer will not alter, adapt, merge, modify, translate, decompile, develop versions or derivative works, reverse engineer, upgrade, improve or extend, features or functionalities of the Technology or Services or otherwise derive source code therefrom, except to the extent expressly permitted under applicable law and if it is essential to do so for the purpose of achieving interoperability of the Technology or Services with another software program, and provided that, Customer has first requested Robusta to provide the information necessary to achieve such interoperability with at least 90 (ninety) days advance written notice and Robusta has not made such information available;
f) Customer must not remove, alter, modify or appropriate or use as their own, any proprietary markings included therein;
g) Customer must not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute the rights acquired under this Agreement, except as otherwise stipulated herein below.
b) Third-Party Access. Customer may allow its Authorized Users and Affiliates to use the Technology and access the Services solely for Customer’s internal business purposes, provided that
a) Customer ensures its Authorized Users and Affiliates comply with the terms of this Agreement and
b) Customer shall be liable towards Robusta as if their acts and omissions would have been Customer’s own. Upon request, Customer will provide Robusta with details and use reports of all Authorized Users and Affiliates having received access to the Technology.
c) Third-Party Licenses. Technology may contain or may be used with third party components, including open-source software, which are the property of their respective owners. Notwithstanding anything to the contrary herein, use of the open-source software will be subject to the license terms and conditions applicable to such open-source software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to Customer hereunder).
d) Third-Party Services. Customer may use the Technology in conjunction with Third-Party Services, by complying with all terms and conditions enforced by third-party providers thereof, bearing the entire risk of such use. Customer is responsible for determining which Third Party Services are accessed and connected to by Customer while using the Technology, and for the use of such Third-Party Services. Robusta does not control or own any Third-Party Services, and the access to and use of such Third-Party Services, including the availability and uptimes related to such Third- Party Services, is solely determined by the relevant third parties that control such Third-Party Services. Robusta shall not be liable for any downtime, discontinuation, or any other issues with or caused by the Third-Party Services that are outside Robusta’s reasonable control. To access and use a Third-Party Service, the applicable third party may require that Customer agree to an underlying agreement with such third party in order for Customer to access and use the applicable Third-Party Service and such third party may require additional consents to allow Customer to connect the Third-Party Service to the Software. Use of Third-Party Services distributed by Robusta will be subject to the terms and conditions set by the relevant owners, as made available on the Trust Portal.
7. PAYMENT TERMS
a) Applicability. Unless otherwise agreed in writing, licenses given under this Agreement are given free of charge. Where licenses are given directly (and not through resellers or distributors) from Robusta to Customer for a fee, the following payment terms apply.
b) Changes. Robusta is free to establish the Fees at its own discretion. Robusta will notify Customer of any change in Fees and such change will become effective upon Customer placing a new Order or the renewal of any current License Term following such notice.
b) Audit. Robusta may, at its expense, verify that Customer’s, and Authorized User’s access, installation or deployment of the Software comply with the terms of this Agreement. Upon request, Customer will provide Robusta with details and use reports of all its and its Authorized Users. Additionally, no more than once every twelve (12) months, Robusta may perform the verifications onsite, either directly or by appointing a subcontractor, and Customer agrees to provide all the required assistance and support. If the verification discloses a non-conformity Customer will immediately address it.
c) Anti-Corruption. In relation to the transactions under this Agreement, each Party confirms that it has not taken and will not take any action, directly or indirectly, in violation of applicable anti-corruption or anti-briery laws (collectively, “Anti-Corruption Laws”). In connection with this Agreement, Customer will not, directly, or indirectly, offer, promise, authorize, accept, or solicit any illegal or improper bribe, kickback, payment, gift, or thing of value. If Customer learns of any violation of Anti-Corruption Laws in connection with this Agreement, Customer will promptly notify Robusta in writing and will cooperate with Robusta’s review or investigation related to any actual or potential violation of applicable law.
d) Code of Conduct. Robusta maintains on the Trust Portal a global partner code of conduct which defines the minimum standards of business conduct and business standards applicable to all entities contracting with Robusta (“Code of Conduct”). Robusta commits to comply with such Code of Conduct and requires Customer to have similar policies. If Customer learns of any violation of the standards prescribed by the Code of Conduct in connection with this Agreement, Customer will promptly notify Robusta in writing and will cooperate with Robusta’s review or investigation related to any actual or potential violation of such standards.
9. Entity and Dispute Resolution
a) Governing Law. This Agreement is governed by the laws indicated below, depending on Customer domicile/headquarters, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement.
b) Amicable settlement. Parties agree, as a prior condition for any claim, to attempt to settle amicably and in good faith any dispute arising out of or relating to this Agreement within 90 (ninety) days from receipt of the applicable notice. To the maximum extent permitted by Applicable Law, the Party not complying with this section will cover, as applicable, the litigation of arbitration costs of the other Party, irrespective of the outcome.
c) Venue. Parties hereby accept the exclusive jurisdiction of the competent courts of the Venue indicated below and irrevocably waive any objection and defense (including, any defense of an inconvenient forum) which either may have to the bringing or maintenance of any such claim.
a) If Customer is based in European Union area, the governing law will be Dutch Law.
b) If Customer is based in rest of the world, the governing law will be Turkish Law.
d) Statute of Limitation. To the extent not prohibited by the applicable law, any claims in court or arbitration must be filed within 1 (one) year from the date when a right to file was born or after the accrual of the cause of action. Claims filed after the foregoing term will be precluded by this provision and deemed time barred. Proceedings related to export controls or violation of Robusta’s or its Affiliates’ IP Rights may be brought at any time within the applicable statute of limitation provided under the law.
10. LIMITATION OF LIABILITY.
a) Limitation of Liability. SUBJECT TO THE EXCLUSIONS LISTED IN 7.2 BELOW, NEITHER PARTY SHALL BE LIABLE FOR: (A) ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES AND LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AGGREGATE DAMAGES IN EXCESS OF THE GREATER OF: (1) THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (2) ONE HUNDRED DOLLARS ($100.00).
b) Limitation of Liability Exclusions. The limitations of liability set forth in Section 7.1 (Limitation of Liability) above do not apply to: (a) damages related to claims that are the subject of indemniﬁcation under this Agreement, (b) claims based on either party’s breach of its obligations set forth in Section 4 (Conﬁdentiality), (c) either party’s unauthorized use, distribution, or disclosure of the other party’s intellectual property, and (d) Customer’s payment obligations (if applicable).
c) No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply.
11. WARRANTY DISCLAIMER. OTHER THAN THE EXPRESS WARRANTIES MADE BY Robusta HEREIN, THE PARTIES ACKNOWLEDGE THAT THE SERVICES PROVIDED TO CUSTOMER PURSUANT TO AND FOR THE PURPOSES OF THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY WHATSOEVER. Robusta DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS. NO Robusta AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. TO THE EXTENT THE LAWS OF CUSTOMER’S JURISDICTION DO NOT PERMIT SUCH DISCLAIMER WITH RESPECT TO THE SERVICES HEREUNDER, Robusta PROVIDES ONLY THE MINIMUM LAWFUL WARRANTY BEYOND THAT WARRANTY EXPRESSLY MADE ABOVE AND DISCLAIMS ALL WARRANTIES TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS IN THIS SECTION 8 (WARRANTY DISCLAIMER) ARE A MATERIAL PART OF THIS AGREEMENT, AND Robusta WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.
12. Updates. From time to time, Robusta may update the Services to introduce or include new features, versions, or functionality. To the extent an update requires additions or modiﬁcations to the terms of this Agreement, Robusta will notify Customer accordingly. Robusta reserves the right to charge a reasonable fee for the Services in the future. Robusta shall provide Customer with at least ninety (90) days advance written notice prior to charging any fee(s) for the Services.
14. Export Compliance and Foreign Reshipment Liability. Customer will not export, or re-export, either directly or indirectly, any Services, hardware, or technical information, or portions thereof, if provided, without ﬁrst obtaining written permission from Robusta and any and all necessary licenses from the United States government and any other applicable government. Customer will be deemed to be the importer of record of any Services provided to Customer outside of the U.S., and will be responsible for any related import ﬁlings, requirements, documentation, fees, taxes, duties, or other compliance obligations imposed by the applicable destination country or jurisdiction.
15. Force Majeure. Each party shall be relieved of its obligations under this Agreement, and neither party shall be liable to the other party under this Agreement, for any liability, loss, damage, ﬁne, penalty, sanction, cost or expense incurred by a party as a result of any event or condition that directly or indirectly prevents the party from performing an obligation hereunder, is beyond the reasonable control of the party, and could not, by the exercise of due diligence, have been avoided in whole or in part by the party, including, without limitation: any act of God, natural disaster, war, riot, blockade, insurrection, terrorism, sabotage, denial of service attacks (including, but not limited to, state or nation-sponsored denial of service attacks), virus or hacking attacks for which there is no commercially reasonable, known solution (including, but not limited to, intentional/targeted hacking by or on behalf of nation states), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), lockout or other similar industrial disturbance.
16. General Provisions.
a) Notices. All notices related to this Agreement shall be made in writing in English and shall be effective upon (a) personal delivery, (b) the second business day after mailing, and (c) the day of emailing (provided that notices of termination and indemniﬁable claims shall also be sent by the processes described in (a) and (b) in addition to email). Notices sent to Robusta shall be addressed to: Turnhoutplantsoen 102, 1066NV Amsterdam, The Netherlands, ATTN: Legal Department, and emailed to: email@example.com. Notices sent to Customer shall be sent to the Customer address on the applicable Order Form, unless Customer has notiﬁed Robusta of another address in accordance with this Section. Any notice given in conformance with this Section shall be effective upon actual delivery or refusal of delivery.
b) Assignment. Neither party may assign this Agreement or any right or obligation hereunder without the other party’s prior written consent; provided, however that Robusta may assign this Agreement to a subsidiary or Aﬃliate or a successor in interest in case of a merger or acquisition of Robusta or in case of a transfer of all or substantially all of its assets, or the assets of a major division, to another entity. This Agreement will be binding upon and inure to the beneﬁt of the parties hereto and their respective successors and assigns.
c) Third-Party Beneﬁciaries/Independent Contractors. No person or entity other than the parties hereto will have any right to enforce or seek enforcement of this Agreement. There are no third-party beneﬁciaries to this Agreement. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in this Agreement will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties.
d) Entire Agreement/Order of Precedence. This Agreement, together with applicable Order Forms, the documents linked hereto, and any exhibit(s) (as applicable) referenced herein, constitutes the entire understanding between Customer and Robusta with respect to the subject matter hereof. No terms or conditions set forth in any purchase order or other document provided by Customer to Robusta shall be part of any agreement between Robusta and Customer unless speciﬁcally accepted by Robusta in writing. In the event of a conﬂict between the terms of this Agreement and the terms of an Order Form, a document linked hereto, or any exhibit(s) (as applicable) referenced herein, the terms of this Agreement shall take precedence and control unless the Order Form or other document explicitly references and overrides a provision of this Agreement.
e) Modiﬁcation/Waiver/Severability. No modiﬁcation of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless such omission would frustrate the intent of the parties, in which case this Agreement may be reformed to give effect to the other provisions hereof.
This Agreement is effective as of January 23, 2020 and supersedes the Agreement effective as of October 25, 2019.