ROBUSTA RELAY AND UI –
ROBUSTA DEV LTD., AND ITS AFFILIATE(S) (“ROBUSTA”) IS WILLING TO LICENSE ROBUSTA’S PROPRIETARY SOFTWARE, PRODUCTS, AND NETWORK SERVICES (E.G., ROBUSTA RELAY, UI, AND OTHER CLOUD SERVICES) ASSOCIATED WITH THE REGISTERING, ACCESS, OR OTHER USE THE SOFTWARE, PRODUCTS, AND NETWORK SERVICES PROVIDED TO YOU BY ROBUSTA UNDER THIS END USER LICENSE AGREEMENT (“LICENSED SOFTWARE” AND “EULA”) AND THE ACCOMPANYING DOCUMENTATION, INCLUDING WITHOUT LIMITATION, INSTALLATION ROUTINES, SUPPORT FILES, AND SUPPORTING UTILITIES (“DOCUMENTATIONS”) TO YOU (HEREINAFTER REFERRED TO AS “YOU”, “YOUR” OR “LICENSEE”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS EULA. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION TO THIS EULA, IN WHICH CASE “YOU” WILL MEAN THE ORGANIZATION YOU REPRESENT. IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCESSING OR USING THE LICENSED SOFTWARE, NETWORK SERVICES, OR OTHER SERVICES PROVIDED BY ROBUSTA UNDER THIS EULA. BY CLICKING “ACCEPT”, BY ACCESS TO, OR OTHERWISE USING THIS LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, ROBUSTA IS NOT WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND YOU MAY NOT USE THE LICENSED SOFTWARE. FOR CLARITY, THE LICENSED SOFTWARE, AND ANY INTERACTION OR INTERFACE OF THE LICENSED SOFTWARE WITH OTHER PRODUCTS AND SERVICES, IS SUBJECT TO THIS EULA. IN ADDITION, THIS EULA DOES NOT AFFECT OR GOVERN OTHER PRODUCTS AND SERVICES WHICH ARE LICENSED BY ROBUSTA UNDER OTHER TERMS, INCLUDING OPEN SOURCE LICENSES.
NOW, THEREFORE, in consideration of the obligations made and undertaken, the parties covenant and agree as follows:
1.License Grants.
1.1.License. Subject to the terms and conditions of this EULA, Robusta hereby grants You a limited,
1.2.Restrictions. You agree that You will not, nor allow any third party on Your behalf to (a) distribute, license, rent, lease, sublicense, loan, sell or otherwise allow any access the Licensed Software; (b) reproduce, distribute, modify, alter, copy, transfer, emulate or create any derivative works of the Licensed Software or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, designs, or otherwise discover the underlying Intellectual Property (as defined below) or technology of the Licensed Software or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Licensed Software and/or the Documentation; (e) use the Licensed Software for any benchmarking to be publicly published or for competing development activities, (f) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Licensed Software (“Technical Data”), except as expressly permitted
by Robusta in writing, or (g) utilize the Licensed Software with any product(s) other than in conjunction with the Product(s) as described hereunder and under the Documentation.
1.3.
1.4.FOR YOUR CONVENIENCE, ROBUSTA MAY MAKE TOOLS AND UTILITIES, AND NETWORK SERVICES AVAILABLE FOR USE AS PART OF THE LICENSED SOFTWARE. ROBUSTA DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF RESULTS OR OUTPUT DERIVED FROM THE USE OF ANY SUCH TOOLS OR UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS AND LICENSE TERMS OF OTHERS WHEN USING THE TOOLS AND UTILITIES AND NETWORK SERVICES MADE AVAILABLE ON AS PART OF THE LICENSED SOFTWARE.
2.Intellectual Property; Feedback.
2.1.Intellectual Property. You agree and acknowledge that, as between You and Robusta, Robusta is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining to the Licensed Software and any part thereof, including any modifications, enhancements, improvements, updates, upgrades, and derivative works thereof including if originates, learned or derived from Your use of the Licensed Software or from information You provide to Robusta in connection with the Licensed Software. “Intellectual Property” shall mean all inventions, ideas, concepts, analyses, (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights, any information, ancillary materials, devices, results,
2.2.Feedback. If You provide Robusta with any information, suggestions, and/or feedback regarding the design or performance of the Licensed Software (including the reporting of bugs or errors) (collectively, "Feedback"), You agree that Robusta is free to use such Feedback however it chooses, including the unrestricted and irrevocable right to use, in Robusta's sole discretion, as incorporated into its Products, and other proprietary services and business efforts. If You experience any bugs or failures relating to the Licensed
Software, You will immediately notify Robusta. You hereby assign to Robusta all right, title, and interest (including any and all Intellectual Property rights) in and to that Feedback for all current and future methods and forms of exploitation in any country. If any such rights are not effectively assigned under applicable law, You hereby grant Robusta a
2.3.Reservation of Rights. Robusta and its licensors reserve any and all rights not expressly granted to You hereunder with respect to the Licensed Software and all Intellectual Property rights associated therewith.
3.Support and Maintenance.
Robusta shall make reasonable commercial efforts to provide standard support and maintenance services during Robusta’s normal business hours and certain Licensed Software updates which may include bug fixes, enhanced features, and application support which are made generally available by Robusta. Robusta may offer at its discretion additional premium support services subject to applicable fees and terms. Robusta’s standard support services may require You to provide Robusta with certain information relevant to Your use of the Licensed Software, and/or to grant Robusta remote or local access to Your network and systems in order to allow Robusta to provide such support services. Granting Robusta with such certain information and/or access to Your network and/or systems for support services is in Your sole control and discretion; You acknowledge that if You choose not to grant Robusta with such certain information and/or access, Robusta shall not be liable for any failure to provide, or any damage may accrue in connection with the support services and/or any premium support service You may choose to acquire. When providing Robusta with information, as described in this Section 3 (Support and Maintenance), You represent and warrant that such information is limited to technical information regarding the Licensed Software, and under no circumstances such information will contain any personal information of You or anyone on Your behalf.
4.Confidentiality.
4.1.Obligations. Each party ("Receiving Party") agrees that all Confidential Information (as defined below), whether oral, written, or digital, it obtains from the other party ("Disclosing Party") in connection with this EULA, is the Confidential Information of the Disclosing Party. The Receiving Party agrees to (a) keep the Disclosing Party's Confidential Information confidential and not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party; (b) use the Disclosing Party's Confidential Information solely as necessary to perform its obligations under this EULA;
(c) use at least the same degree of care in keeping the Disclosing Party's Confidential Information confidential as it uses for its own Confidential Information of a similar nature, but will in no event use less than reasonable care; and (d) limit access to the Disclosing Party's Confidential Information to its employees and contractors who have a need to know for the purposes of this EULA, subject to such employees being bound in writing by confidentiality obligations that are at least as protective of Discloser's rights as specified in this EULA. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse,
unauthorized disclosure, or misappropriation of the Disclosing Party's Confidential Information immediately after the Receiving Party becomes aware of any such misuse, unauthorized disclosure, or misappropriation and You agrees to remain liable towards Robusta for any breach of this EULA by You or anyone on Your behalf. Nothing in this EULA will affect any obligation of either party to maintain the confidentiality of a third party’s confidential information. Any Technical Data shall be deemed as Robusta’s Confidential Information.
4.2.Exceptions. The Receiving Party will not be obligated under this Section 4 (Confidentiality) with respect to any information the Receiving Party can document (a) now or later becomes generally available to the public without fault of the Receiving Party; (b) is rightfully in Receiving Party's possession without obligation of confidentiality prior to its disclosure by the Disclosing Party; (c) is independently developed by Receiving Party without the use of any Confidential Information of Disclosing Party; (d) is obtained by Receiving Party without obligation of confidentiality or restrictions on use from a third party who has the right to so disclose it. The Receiving Party may use or disclose the Disclosing Party's Confidential Information to the extent such use or disclosure is reasonably necessary to comply with a judicial body or applicable governmental regulations or authority or court order; provided that the Receiving Party provides reasonable advance written notice to the Disclosing Party of any such disclosure and uses its reasonable efforts to cooperate with the Disclosing Party to secure confidential treatment or obtain a protective order in connection with the Disclosing Party's Confidential Information prior to its disclosure (whether through protective orders or otherwise) and discloses only the minimum amount of information necessary to comply with such requirements.
4.3."Confidential Information" means any business, marketing, pricing, research and development, technical (including Technical Data), scientific, financial status, proposed new products or other information disclosed (or made disclosed by virtue of this EULA and/or Your use of the Licensed Software) by a party which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential.
5.Warranty and Disclaimer.
DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO YOU BY ROBUSTA (AND ITS SUPPLIERS/LICENSORS, IF ANY)
6.Limitation of Liability.
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, ROBUSTA WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, (B) LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, OR
(C)COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, EVEN IF THE REMEDIES PROVIDED FOR IN THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF ROBUSTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ROBUSTA’S
AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED ONE HUNDRED DOLLARS ($100).
7.Term and Termination.
7.1.Term. This EULA will commence immediately after Your acceptance of this EULA and Your first use of the Licensed Software, and will remain in full force until earlier terminated as described below (“Term”). This EULA may be terminated by Robusta immediately upon written notice to You.
7.2.Effect of Termination. Upon termination of this EULA, the licenses granted herein will terminate, each party will return to the other party or destroy, as requested by the Disclosing Party, the original and all copies of any Confidential Information of the Disclosing Party (including, in the case of You, any Licensed Software and Documentations), and any summaries, analyses, studies or notes thereon and, at the Disclosing Party’s request, having the Receiving Party certify in writing that it has complied with these obligations.
7.3.Survival. Sections 1.2 (Restrictions), 2 (Intellectual Property; Feedback), 4 (Confidentiality), 5 (Warranty and Disclaimer), 6 (Limitation of Liability), 7.2 (Effect of Termination), 7.3 (Survival), and 8 (General) of this EULA, and any other section which by their nature should survive termination or expiration of this EULA, will survive any expiration or termination of this EULA.
8.General.
8.1.Severability. In the event any provision or part of this EULA is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal, and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
8.2.Waiver. No waiver of any breach of this EULA will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.3.Assignment. This EULA and the rights and obligations hereunder may be assigned by You only with the prior written consent of Robusta. Robusta may, without Your consent, assign, transfer, charge or subcontract this EULA and its rights and obligations hereunder. This EULA will be binding on, inure to the benefit of, and be enforceable by the parties and their respective heirs, successors, and permitted assigns.
8.4.Compliance with laws. You agree to comply strictly with all applicable laws and regulations and acknowledges that You have the responsibility to obtain all applicable licenses for its export,
8.5.Relationship of Parties. You and Robusta are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has
any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.
8.6.Entire Agreement. This EULA supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof between You and Robusta. This EULA may not be modified or amended except in writing signed by a duly authorized representative of each party.
8.7.Governing Law. The validity, interpretation, and performance of this EULA shall be controlled by and construed under the laws of the State of Israel as if performed wholly within Israel and without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel.
[End of End User License Agreement]
Address: Tel Aviv, Israel
Email: info@robusta.dev