SUBSCRIPTION SOFTWARE AGREEMENT
This Agreement is between you and RBW and describes the terms and conditions under which RBW will make available certain Services, and you will be permitted to use those Services. If you register for a free trial of our Service, all applicable terms and conditions of this Agreement will apply. If you have questions about these terms, please email us at info@robottworks.com.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT CUSTOMER TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES. IN THE EVENT YOU REJECT THIS AGREEMENT WITHIN TEN (10) DAYS OF PURCHASE, YOU MAY REQUEST A FULL REFUND OF THE PURCHASE PRICE.
1) DEFINITIONS
Affiliates means any entity that is controlled or under common control with Customer. For the purposes of this Agreement, an Affiliate may mean a third-party that Customer has authorized to operate under its Agreement.
Agreement means this Subscription Agreement and any Sales Orders.
RBW means RobottWorks, Ltd.
Customer Data means data and information submitted by Customer in connection with its use of the Services.
Customer means the entity identified in the Sales Order(s) and its Affiliates.
Documentation means any written or electronic documentation, images, video or text specifying the functionality of the Software or Services that is provided or made available by RBW to Users.
Effective Date is the earlier of the date on each Sales Order or the date a User accepts the Agreement.
Limited Offering means a limited quantity and/or functionality of Services for a limited term at reduced or no charge (for example, as a trial subscription or free demonstration).
Malicious Software means any file, script, agents or programs intended to do harm such as a virus, malware, Trojan horse, time bomb, worm or other similar harmful software.
Sales Order(s) means any order form approved by Customer and specifying the Services including, among other things, the Customer, the number and type of Users, the Subscription Term and the Effective Date.
Services means the internet-based solution specified in the Sales Orders including the Software, Documentation and on-going maintenance and technical support for the Software.
Software means software provided by RBW, either by download and/or access through the internet, that allows the User to access any functionality in connection with the Services.
Subscription Term means the period that Customer has the right to use the Services specified in the Sales Order(s) including the initial term and any renewal terms.
User means an individual authorized by Customer to use the Services and/or Software including, but not limited to, employees, consultants, contractors and third parties whom you have supplied with a specific user identification.
2) USE OF SERVICES
a) Access and Use. RBW hereby grants Customer a limited, non-exclusive, revocable, non-transferable right to access the Service and use the Software in and for its internal business purposes during the Subscription Term and subject to the terms of the Sales Order(s), this Agreement and the Documentation. Customer may not sub-license or transfer the rights granted by RBW in this Agreement.
b) Subscriptions. Unless otherwise specified in a Sales Order, a) Services are purchased as subscriptions, b) new subscriptions may be added during a Subscription Term at the same price as the underlying subscription and prorated for the portion of that Subscription Term remaining; c) any added subscriptions will terminate on the same date as the underlying subscriptions; and d) most subscriptions have an auto-renewal provision.
c) Usage Limits. Services are subject to usage limits specified in the Sales Order(s) and Documentation. Unless otherwise approved in writing by RBW: a) the Services may not be accessed by more than the number of Users specified in the Sales Order(s); b) a User's password may not be shared with another individual; c) except as set forth in a Sales Order, a User's identification may only be reassigned to a new individual replacing one that is no longer using the Service; d) Customer may not exceed the allowable amount of data specified with the Services; e) Customer shall not disassemble, decompile, reverse engineer (except to the extent that the reverse engineering restriction is prohibited by law and then Customer shall provide RBW prompt written notice of any such action), copy, distribute, modify or sell Services except as expressly and unambiguously permitted by this Agreement. If Customer violates this section, RBW shall have the right to immediately suspend Services.
d) [... remaining T&C sections unchanged ...]