Last updated: July 18, 2022
Any dispute or claim relating in any way to your use of the website will be governed and interpreted by and under the laws of the state of Delaware, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations convention on contracts for the international sale of goods is expressly excluded from this agreement. You should print a copy of these terms or save them to your computer for future reference.
The Website, the Services, the Software (defined in Section 1.1 below), and the information and content available on or through the Website, the Software, and the Services (as these terms are defined herein) (each, a “Robomotion Property” and collectively, the “Robomotion Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Robomotion grants you a limited license to reproduce portions of Robomotion Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Robomotion in a separate license, your right to use any and all Robomotion Properties is subject to the Agreement.
1.1 Robomotion Software. Robomotion provides tools to build and manage automations with its downloadable and web-based software applications. Subject to your compliance with these terms and the law, you may access and use the Services. Services contain open-source components, those components may be subject to separate license agreements, which Robomotion will provide to you.
1.2 Updates. You understand that Robomotion Properties are evolving. As a result, Robomotion may require you to accept updates to Robomotion Properties that you have installed on your computer or mobile device. You acknowledge and agree that Robomotion may update Robomotion Properties with or without notifying you. You may need to update third-party software from time to time in order to use Robomotion Properties.
1.3 Third-Party Materials. As a part of Robomotion Properties, you may have access to materials that are hosted by another party such as, but not limited to, “Shared Flows” or “Custom Repositories” or “Custom Packages” or “Custom Applications”. You agree that it is impossible for Robomotion to monitor such materials and that you access these materials at your own risk.
2.1 Registering Your Account. In order to access certain features of Robomotion Properties you may be required to sign up for an account ( “Account”) directly with us or invited to join by a user who has “Owner” or “Admin” privileges to an existing Robomotion Workspace. For purposes of the Agreement, a “Registered User” or “User” is who has signed up for an Account and agreed to be bound by the terms of this Agreement.
2.2 Registration Data. In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using Robomotion Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. In addition, you agree that:
3.1 Types of Content. You acknowledge that all flows, subflows, source codes, forms, reviews, comments, files, materials, data, text, audio, video, images or other content, including Robomotion Properties ( “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Robomotion, are entirely responsible for all Content that you upload, post, e-mail, create, transmit or otherwise make available ( “Make Available”) through Robomotion Properties ( “Your Content”), and that you and other Users of Robomotion Properties, and not Robomotion, are similarly responsible for all Content they Make Available through Robomotion Properties.
3.2 User Warranty. User represents and warrants that any Created or Uploaded Content hosted by Robomotion as part of the Services shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Robomotion’s system or data; (e) otherwise violate the rights of a third party, including, without limitation, any privacy rights; or (f) violate any applicable law, ordinance, or government regulation applicable to such Content. User agrees that any use of the Services contrary to or in violation of the representations and warranties of User in this section constitutes unauthorized and improper use of the Services.
3.3 User Responsibility for Data and Security. Users shall have access to the Content and shall be responsible for all changes to and/or deletions of Content and the security of all passwords, encryption keys and other Access Protocols required in order to access the Services. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content and Your Data.
3.4 Copyright Policy. Robomotion reserves the right to terminate its agreement with any User who repeatedly infringes third party copyright rights upon prompt notification to Robomotion by the copyright owner or the copyright owner’s legal agent.
3.5 No Obligation to Pre-Screen Content. You acknowledge that Robomotion has no obligation to pre-screen Content (including, but not limited to, User Content), although Robomotion reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. Users acknowledge and agree that there is no expectation of privacy concerning the transmission of Your Content and Your Data. In the event that Robomotion pre-screens, refuses or removes any Content or Data, you acknowledge that Robomotion will do so for Robomotion’s benefit, not yours. Without limiting the foregoing, Robomotion shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
3.6 Storage. Unless expressly agreed to by Robomotion in writing elsewhere, Robomotion has no obligation to store any User Content that is Made Available on Robomotion Properties. Robomotion has no responsibility or liability for the deletion or accuracy of any Content, including User Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Robomotion Properties. You are solely responsible for creating backup copies of Your Content and Your Data at your sole cost and expense. You agree that Robomotion retains the right to create reasonable limits on Robomotion’s use and storage of the Content, including User Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Robomotion in its sole discretion.
4.1 Robomotion Properties. Except with respect to User Content, you agree that Robomotion and its suppliers own all rights, title and interest in Robomotion Properties and Robomotion Content (including but not limited to, any titles, computer code, themes, objects, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Robomotion Properties.
4.2 Trademarks. Robomotion trademarks and other related graphics, logos, service marks and trade names used on or in connection with Robomotion Properties or in connection with the Services are the trademarks of Robomotion and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Robomotion Properties are the property of their respective owners.
4.3 Other Content. Except with respect to User Content, you agree that you have no right or title in or to any Content that appears on or in Robomotion Properties or Robomotion Content.
4.4 User Content. Robomotion does not claim ownership of User Content. However, when you as a User publicly posts or publishes User Content on or in Robomotion Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in User Content.
4.5 Publicly Shared User Content. Subject to any applicable account settings that you select, you grant Robomotion and Other Users a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, User Content (in whole or in part) that is shared publicly. Please remember that other Users may search for, see, use, modify and reproduce any of the Publicly Shared User Content that you submit to any “public” area of Robomotion Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Robomotion, are responsible for all of User Content that you Make Available on or in Robomotion Properties.
4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Robomotion through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Robomotion has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Robomotion a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Robomotion Properties.
You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in such disputes. You agree that we will not be responsible for any liability incurred as the result of such interactions.
Robomotion Properties may contain links to third-party websites ( “Third-Party Websites”) and applications ( “Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Robomotion Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under our control and we are not responsible for them. We provide links to these Third-Party Websites and Third-Party Applications only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.1 Payment. Some of the Service offerings may require payment of fees. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Robomotion with a valid credit card ( “Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Robomotion with your credit card number and associated payment information, you agree that Robomotion is authorized to immediately invoice your Account for all fees and charges due and payable to Robomotion hereunder and that no additional notice or consent is required. You agree to promptly notify Robomotion of any change in your billing address or the credit card used for payment hereunder. Robomotion reserves the right at any time to change its prices and billing methods, either immediately upon posting on Robomotion Properties or by e-mail delivery to you.
7.2 Service Subscription Fees. You will be responsible for payment of any applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription plan (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable.
7.3 Automatic Renewal. You may select a subscription plan with either a monthly or an annual subscription period. After your initial subscription period, and again after any subsequent subscription period, your new subscription period will automatically commence on the first day following the end of such period (each, a “Renewal Commencement Date”) and continue for an equivalent period. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Robomotion that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Robomotion notice), by logging into and going to the “Billing” page of the “Robomotion Admin Console” web application. If you do not wish your Account to automatically renew, or if you want to change or terminate your subscription, please contact Robomotion at email@example.com or log in and go to the “Billings” page to change or cancel your plan on the “Robomotion Admin Console” web application. If you cancel your subscription pursuant to this section you will not be eligible for a prorated refund of any portion of the subscription fee for the then-current subscription period; you may use your subscription until the end of your then-current subscription period; and your subscription will not be renewed after your then-current term expires. By subscribing, you authorize Robomotion to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Robomotion does not receive payment from your Payment Provider , (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Robomotion may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription period will begin as of the day payment was received).
7.4 Taxes. Robomotion’s fees are net of any applicable taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes.
7.5 Withholding Taxes. You agree to make all payments of fees to Robomotion free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Robomotion will be your sole responsibility, and you will provide Robomotion with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
You agree to indemnify and hold Robomotion, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Robomotion Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) User Content; (b) your use of, or inability to use, Robomotion Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Robomotion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Robomotion in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Robomotion Properties.
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ROBOMOTION PROPERTIES, IS AT YOUR SOLE RISK, AND ROBOMOTION PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ROBOMOTION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
a. WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ROBOMOTION PROPERTIES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE ROBOMOTION PROPERTIES WILL BE CORRECTED.
9.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT ROBOMOTION PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ROBOMOTION PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES AND/OR MATERIALS THAT ARE HOSTED BY SUCH THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
9.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF ROBOMOTION PROPERTIES. YOU UNDERSTAND THAT ROBOMOTION DOES NOT REVIEW OR MONITOR, AND DOES NOT APPROVE, ENDORSE OR MANY ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT, AND THAT YOU USE ALL USER CONTENT AND INTERACT WITH OTHER USERS AT YOUR OWN RISK.
10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ROBOMOTION BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ROBOMOTION PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ROBOMOTION PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ROBOMOTION PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ROBOMOTION PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ROBOMOTION PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO ROBOMOTION PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF ROBOMOTION FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ROBOMOTION’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY ROBOMOTION’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL ROBOMOTION PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ROBOMOTION BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) $100 (HUNDRED U.S. DOLLARS). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF ROBOMOTION FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ROBOMOTION’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY ROBOMOTION’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.3 User Content. ROBOMOTION PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
11.1 Violations. If Robomotion becomes aware of any possible violations by you of the Terms, Robomotion reserves the right to investigate such violations. If, as a result of the investigation, Robomotion believes that criminal activity has occurred, Robomotion reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Robomotion is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Robomotion Properties, including User Content, in Robomotion’s possession in connection with your use of Robomotion Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that User Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Robomotion, its Users or the public, and all enforcement or other government officials, as Robomotion in its sole discretion believes to be necessary or appropriate.
11.2 Breach. In the event that Robomotion determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Robomotion Properties, Robomotion reserves the right to:
12.1 Term. The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use Robomotion Properties, unless terminated earlier in accordance with the Agreement.
12.2 Prior Use. Notwithstanding the foregoing, if you used Robomotion Properties prior to the date you accepted the Agreement, you hereby acknowledge and agree that the Agreement commenced on the date you first used Robomotion Properties (whichever is earlier) and will remain in full force and effect while you use Robomotion Properties, unless earlier terminated in accordance with the Agreement.
12.3 Termination of Services by Robomotion for Cause. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Robomotion is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), we have the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all such terminations shall be made in Robomotion’s sole discretion and that Robomotion shall not be liable to you or any third party for any such termination.
12.4 Termination of Services by You. If you want to terminate the Services provided by Robomotion, you may do so by (a) notifying Robomotion at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Robomotion’s address set forth below. If you terminate any Services during a subscription period, you will not be eligible for a prorated portion of the subscription fee for the then-current subscription period. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 7.3.
12.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Robomotion Properties. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service and any associated Robomotion Properties will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. We will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12.6 No Subsequent Registration. If your registration(s) with or ability to access Robomotion Properties is discontinued by us due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Robomotion Properties through use of a different email or different workspace or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Robomotion Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Robomotion and limits the manner in which you can seek relief from us.
(a) Scope of Arbitration Agreement (“Arbitration Agreement”). You agree that all claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by Robomotion, or to any other aspect of your relationship with Robomotion, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Robomotion may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Robomotion, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized Users or beneficiaries of services or goods provided under the Agreement.
This Arbitration Agreement shall apply, without limitation, to all claims that arose before the date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH ROBOMOTION, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST ROBOMOTION ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE ROBOMOTION IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our agent at Local Agent Services LLC, 256 Chapman RD, STE 105-4, Newark, Delaware, 19702. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Arbitration Rules.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Robomotion. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND ROBOMOTION HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Robomotion are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth below.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Robomotion Corporation, 256 Chapman RD, STE 105-4, Newark, Delaware, 19702 or firstname.lastname@example.org. Your notice must include your name and address, your Robomotion workspace (if any), the email address you used to set up your Robomotion account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Robomotion.
(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Robomotion makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Robomotion.
(j) Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Robomotion agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Delaware.
14.1 Electronic Communications. The communications between you and Robomotion may take place via electronic means, whether you visit Robomotion Properties or send Robomotion e-mails, or whether Robomotion posts notices on Robomotion Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Robomotion in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Robomotion provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
14.2 Release. You hereby release Robomotion Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Robomotion Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Robomotion Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by an Robomotion Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
14.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Robomotion’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.4 Force Majeure. Robomotion shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Robomotion Properties, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
14.6 Limitation Period. YOU AND ROBOMOTION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, ROBOMOTION PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.7 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
14.8 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. This Agreement, and any contract between us, are only in the English language.
14.9 Notice. Where Robomotion requires that you provide an e-mail address, you are responsible for providing Robomotion with your most current e-mail address. In the event that the last e-mail address you provided to Robomotion is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Robomotion’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Robomotion at the following address: Robomotion Corporation. 256 Chapman RD, STE 105-4, Newark, Delaware, 19702. Such notice shall be deemed given when received by Robomotion by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
14.12 Export Control. You may not use, export, import, or transfer Robomotion Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Robomotion Properties, and any other applicable laws. In particular, but without limitation, Robomotion Properties 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 Robomotion Properties, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Robomotion Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Robomotion are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Robomotion products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Robomotion Properties can be accessed from countries around the world and may contain references to Services that are not available in your country. Robomotion makes no representations that the Website or the Services are appropriate or available for use in any location. Those who access or use the Website or the Services from other jurisdictions do so of their own volition and are responsible for compliance with local law. The following provisions shall apply only if you are located in the countries listed below:
15.1 United Kingdom A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
15.2 Germany Notwithstanding anything to the contrary in the Limitation of Liability section of the Terms (Section 10), Robomotion is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
End of Agreement