Accept Support Service Contract

Please read the following Terms of Service (“Terms of Service”) carefully. These Terms of Service govern your access to and use of this website (“Website”) and, if purchased, the remote support services described in these Terms of Service (“Support Services” and collectively with the access and use of this Website, the “Service”) provided by OpenBots, Inc., a Delaware corporation (“OpenBots”, “we”, “us”, or “our”). By accessing or using the Service, you agree to comply with and be bound by these Terms of Service, as well as our Privacy Policy, which is hereby incorporated into and made a part of these Terms of Service by reference.

References to “you,” “your” and “User” in these Terms of Service and our Privacy Policy refer to you, individually, and the entity which has authorized you to access and use the Service on behalf of such entity (“Customer”). You, such Customer, and OpenBots may be referred to as a “Party” or collectively as the “Parties.”

BY CLICKING THE “I AGREE” BUTTON, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU AND THE CUSTOMER HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND OUR PRIVACY POLICY; (B) YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A LEGALLY BINDING CONTRACT; (C) CUSTOMER IS A DULY ORGANIZED, VALIDLY EXISTING, LEGAL ENTITY IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH SUCH CUSTOMER IS ESTABLISHED; (D) YOU AND CUSTOMER ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE. IF YOU OR THE CUSTOMER DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, NEITHER YOU NOR CUSTOMER ARE AUTHORIZED TO ACCESS OR USE THE SERVICE.

Service

Subject to and expressly conditioned on your compliance with these Terms of Service and our Privacy Policy, including timely payment of all amounts owed, OpenBots provides you and Customer with access to and use of the Service as described in these Terms of Service until such time as such access to and use the Service is terminated. This limited access to and use of the Service only applies to Users who have click-accepted these Terms of Service and our Privacy Policy, and does not apply to any other person or entity. Other than such access to and use of the Service, any and all rights owned or held by OpenBots and/or third party licensors not expressly granted to you, including all intellectual property rights relating to the Service and Product (as defined below), are reserved and shall remain owned solely and exclusively in their entirety by OpenBots or third party licensors, as applicable.

Free Download of OpenBots Studio

Subject to the terms and conditions set forth in these Terms of Service, Customers may download OPENBOTS Studio, an open source software (“OSS”) robotic process automation solution (“OpenBots”), from this website (“Website”) at no charge. Customers may also, subject to the terms and conditions set forth in these Terms of Service, access online community forums from this Website and receive email updates from OpenBots about OpenBots Studio at no charge.

Paid Support Services.

• Support Services. Customers may also purchase remote technical support for Openbots Studio from OpenBots (“Support Services”). If Customer purchases Support Services from OpenBots, then, during the Term (as defined below), OpenBots will use commercially reasonable efforts to respond by the next business day to requests for technical support for the OpenBots version of taskT(“OpenBots Studio”) pursuant these Terms of Service. All Support Service requests shall be made through support tickets (“Support Tickets”) submitted by Customer to OpenBots (i) by email at support@OpenBots.ai; or (ii) through this Website. All Support Services will be provided remotely and may involve email responses, remote access to Customer’s network through a screen share limited by Customer, and/or delivery of third party OSS updates and new releases of OpenBots Studio. Support Services will be limited to providing support for the OpenBots Studio only, and limited to the then-current version of OpenBots Studio. The Support Services also include a two (2) hour enablement session, walk-through of components and how to build environments, access to onboarding and training videos on this Website, and a monthly summary of Support Tickets submitted and resolved.
• Customer Acknowledgements. Customer acknowledges that both taskt and Openbots Studio(collectively and each, the “Product”) are an OSS product, and as such are governed by the Apache License 2.0. Customer acknowledges and agrees that Customer is solely responsible for (i) downloading and securing the Product directly or through a third party provider; (ii) installing/downloading all updates and new releases of the Product directly or through a third party provider, regardless if the update or release is provided by OpenBots; and (iii) timely and reasonably cooperating with OpenBots’ providing of the Support Services. Customer also acknowledges that the Support Services do not include any support for software other than OpenBots Studio and does not include support for any devices, equipment, network, other infrastructure, or any development or consulting services.
• Pricing. Customer shall pay OpenBots a monthly fee of $500 per month (“Monthly Fee”) for the Support Services, which includes two (2) Support Tickets per month. Additional Support Tickets in a given month will be charged at the rate of $500 per two additional Support Tickets submitted by Customer per month (“Additional Support Ticket Fee” and collectively with the Setup Fee and Monthly Fee, the “Fees”). Unused Support Tickets do not roll to the next month. All Fees are deemed earned upon receipt and are non-refundable. OpenBots uses a third party processor to collect Fees. OpenBots reserves the right to change the pricing for any future Effective Period (as defined below) upon providing written notice to Customer at least thirty (30) days prior to the expiration of the then-current Effective Period.
• Payment. Customer shall pay OpenBots the Setup Fee in advance on the Effective Date and the Monthly Fee in advance of the start of each month during the Term. Customer shall pay OpenBots any and all Additional Support Ticket Fees upon Customer’s receipt of an invoice from OpenBots for such Additional Support Tickets. All payments shall be made without the right of setoff, deduction or demand. If Customer fails to timely pay OpenBots any Fees, then OpenBots may, upon notice to Customer and in addition to any other remedies available to OpenBots, either suspend or terminate the providing of Support Services for Customer. Customer shall pay for all collection costs (including reasonable attorneys’ fees and costs) incurred by OpenBots with respect to any amounts past due by Customer pursuant to these Terms of Service.
• Payment Method. When you add a payment method, (i) you will be asked to provide and keep up-to-date your accurate, current and complete billing information such as name, billing address, residential address and financial instrument information; and (ii) we or our third party processor may verify the payment method by authorizing a nominal amount or by authenticating your account. When you add a payment method, we will automatically transfer that payment method to a third party payment processor for future transactions. You authorize our third party payment processor(s) to store and charge your payment method as outlined in these Terms of Service and the terms of such third party processor. If your payment method’s billing or account information changes (e.g., card number, account number, routing number, expiration date) as a result of re-issuance or otherwise, then we or our third party processor may acquire that information from our financial services partner or your bank and update your payment method on file. You retain sole responsibility for the accuracy and completeness of your payment method information. We are not responsible for any loss suffered by you as a result of incorrect payment method information provided by you. OpenBots or its third party payment processor may, at its own discretion, and without advance notice, improve, enhance, modify, restrict, limit or add features to the payment service at any time. Notification of such changes will be posted through the Service. If you disagree with the changes, your only recourse is to discontinue use of the Service. By continuing to access or use the Service after we have posted a modification through the Service or otherwise provided notice of the modification, you are accepting the modified payment services. You may be required to accept additional terms and conditions in order to access or use certain payment services. If there is a conflict between these Terms of Service and the terms and conditions applicable for a specific payment service or payment method, the latter terms and conditions will take precedence with respect to your access to and use of that payment service or payment method. OpenBots or certain third party payment processors, as applicable, may charge you additional fees when processing payments. You acknowledge and agree that OpenBots is not responsible for any such additional Fees.
• Taxes. All prices are exclusive of those sales, use, ad valorem, or similar taxes levied under applicable law upon OpenBots’ performance of the Support Services (“Taxes”). Customer is solely responsible for payment of such Taxes, and OpenBots shall have the right, but not the obligation (unless otherwise required by applicable law), to collect such Taxes from Customer and remit such Taxes, as applicable, at any time during and following the Term.

Accounts

• Account, Username and Password. Each User shall have a personal, non-transferable account, as well as a unique username and password for access to such User’s account. The account, username and password shall not be shared or used by more than one person. Accounts are subject to revocation or suspension by OpenBots without advance notice for any lawful reason. You are responsible for maintaining the confidentiality and security of your username and password. You agree not to allow, provide or facilitate access to your account to any other User or any other person or entity.
• Account Security. You agree to (i) keep your username and password secure and strictly confidential, and in the case of Customer, provide it only to authorized Users, (ii) instruct each authorized person to whom you give your username and password that he or she is not to disclose it to any unauthorized person, and (iii) notify us immediately and select a new username and password if you believe your password for either your account or your associated e-mail account may have become known to an unauthorized person.  Further, if we suspect any unauthorized access to your account, upon our request, you agree to promptly change your username and password and take any other related action as we may reasonably request. If you share your username and/or password with an unauthorized person, or otherwise fail to reasonably safeguard such information, then you are responsible for any and all transactions made with your account, including fraudulent or unintentional transactions, and OpenBots may, without notice, suspend and/or terminate your account, as well as terminate your access to and use of the Service.
• Account Suspension and/or Termination. OpenBots, in its sole discretion and at any time, may suspend and/or terminate your account and/or your right to access and/or use the Service, and, except as provided by applicable law and our Privacy Policy, remove and discard any and all of your Content and User Data, for your lack of use of the Service, failure to timely pay any Fees or other monies due, other non-performance of an obligation, conflict of interest, or if OpenBots determines (in OpenBots’ sole discretion) that you have violated or acted inconsistently with these Terms of Service. You agree that any suspension or termination of your account and/or termination of your right to access and/or use the Service may be effected without prior notice, and acknowledge and agree that, except as provided by applicable law and our Privacy Policy, OpenBots may immediately deactivate or delete your account and all related Content, User Data, and files related to your account and/or bar any further access to such files or the Service. Further, you agree that OpenBots shall not be liable to you or any third party for suspension or termination of your account and/or termination of your right to access and/or use the Service.
• Violations. Please report any violations of these Terms of Service to OpenBots by e-mail to info@OpenBots.ai.
• Compliance with Applicable Laws, Rules and Regulations. You agree that you are responsible for, and will abide by, all laws, rules and regulations applicable to your access and use of the Service. You are liable for any breach of these Terms of Service by you and, if you are a Customer, by any of your Users.
• Restrictions on Use of the Service. You agree not to use the Service, or any part thereof, to:
  • Upload, post, e-mail, transmit, or otherwise make available on or through the Service any content that (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (ii) is false, inaccurate, incomplete, untimely, or misleading; (iii) infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any person or entity; (iv) User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or (v) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Service in a manner not permitted by these Terms of Service.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service.
  • Impersonate any person or entity, including, but not limited to, an OpenBots representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • Access, or use the Service, except as specifically set forth in these Terms of Service.
  • Decrypt, disassemble, reverse engineer, or otherwise attempt to discover any source code or algorithm for the Service.
  • Adapt, alter, merge, modify, or translate the Service.
  • Interfere with or disrupt the Service or servers or networks connected to the Service, interfere with the use of the Service by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.
  • Attempt to gain unauthorized access to any part of the Service or any account, computer system, or network associated with either the Service, OpenBots, or any other customer of OpenBots.
  • Remove or modify any proprietary or legal markings, legends, notices, or restrictions included in or with the Service as originally provided or made available by OpenBots.
  • Create derivative works based upon, or otherwise improve or extend features or functionalities of, the Service.
  • Use, develop, distribute, or aid others in developing any service or software which is functionally similar to any part of the Service, and/or which infringes any intellectual property rights of OpenBots or any customer of OpenBots.
  • Assign, lease, lend, rent, resell, sublicense or otherwise transfer any right related to the Service or use the Service for timesharing or service bureau purposes.
  • Allow a third party to access or use the Service or share access to the Service with an unauthorized person or entity.
  • Use the Service to infringe or violate the rights of any other party or contribute to or encourage infringing or otherwise unlawful conduct.
  • Collect or store personal information of other Users.
  • Use the Service for any purposes prohibited by applicable law.
  • Export or re-export the Service (i) into any U.S.-embargoed country, or (ii) to any person or entity on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List.
  • Use the Service for any situation where failure or fault of any kind of the Service could lead to death or serious bodily injury of any person, or to severe physical or environmental damage such as for aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices.

Term and Termination

• Term These Terms of Service shall be effective for one (1) year commencing on the Effective Date (“Initial Period”), and shall automatically renew for additional one-year periods (each, a “Renewal Period”) unless and until these Terms of Service are terminated pursuant to the terms of these Terms of Service.  The Initial Period and each Renewal Period, if any, is referred to as an “Effective Period” and collectively all of the Effective Periods of these Terms of Service are referred to as the “Term”.
• Modifications and Suspensions Your use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may take in our sole discretion and from time to time. We reserve the right, at any time, to modify, suspend, discontinue, or impose limits or restrict access to or use of, temporarily or permanently, your account and/or the Service (or any part thereof) for any reason or no reason with or without notice. You agree that OpenBots shall not be liable to you or to any third party for any modification, suspension, discontinuance, limitation, or restriction of your access to or use of your account and/or the Service
• Termination OpenBots may terminate these Terms of Service immediately upon written notice to Customer if Customer (i) fails to make any payment to OpenBots when due and such failure continues for a period of thirty (30) days following Customer’s receipt of written notice of such failure by OpenBots; or (ii) materially breaches any provision of these Terms of Service and does not cure such material breach within thirty (30) days following Customer’s receipt of written notice of such breach from OpenBots. Customer may terminate these Terms of Service immediately upon written notice to OpenBots if OpenBots materially breaches any provision of these Terms of Service and does not cure such breach within thirty (30) days following OpenBots’ receipt of written notice of such breach from Customer. Either Party may terminate these Terms of Service, for any reason, at the end of any Effective Period by providing the other Party with at least sixty (60) days’ prior, written notice.
• Events Upon Termination Upon expiration or earlier termination of these Terms of Service, for any reason (i) OpenBots may cease providing the Support Services; and (ii) Customer shall automatically and immediately pay OpenBots any and all unpaid fees, costs and expenses that accrued prior to the date of termination.

Confidential Information

• Definition “Confidential Information” means any and all confidential or proprietary information, provided by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) and marked as “Confidential Information” at the time provided or, if provided orally, identified as Confidential Information in writing within two (2) business days of disclosure to the Receiving Party. Confidential Information includes the fact that the Parties have entered into these Terms of Service, as well as the terms and conditions of these Terms of Service.
• Exceptions Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes part of the public domain without breach of these Terms of Service by or on behalf of the Receiving Party; (b) Receiving Party can establish in writing that such information was known to Receiving Party on a non-confidential basis prior to disclosure by or on behalf of Disclosing Party; (c) Receiving Party rightfully obtained from a third party without a duty of confidentiality; or (d) Receiving Party can establish in writing that such information has been independently developed by Receiving Party without the use of or any reference to any Confidential Information of Disclosing Party.
• Non-Disclosure and Non-Use Without the prior written consent of Disclosing Party, which consent may be withheld at the sole discretion of Disclosing Party, Receiving Party shall: (i) not disclose the Confidential Information except to employees, personnel and other representatives who have a need to know such Confidential Information for meeting an obligation pursuant to these Terms of Service or enforcing these Terms of Service; (ii) not use the Confidential Information for any purpose other than pursuant to performing an obligation pursuant to these Terms of Service; or enforcing these Terms of Service (iii) promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of Disclosing Party’s Confidential Information and, if such unauthorized use or disclosure was caused by Receiving Party, take reasonable steps to regain possession of such Confidential Information and prevent further breach of these Terms of Service; and (iv) not copy or reproduce any of the Confidential Information without Disclosing Party’s express written permission or as otherwise permitted in these Terms of Service. Upon termination of these Terms of Service or the earlier written request of the Disclosing Party, the receiving Party shall promptly return to the Disclosing Party or permanently destroy all Confidential Information of Disclosing Party and all copies thereof and certify to the same in writing to the Disclosing Party.
• Disclosure Required by Law If Receiving Party or any of its Confidentiality Representatives becomes legally compelled or receives any legally enforceable request, by a court of competent jurisdiction or order of law enforcement, to disclose any of the Disclosing Party’s Confidential Information, then Receiving Party shall (unless required by such court of competent jurisdiction or order of law enforcement not to) provide Disclosing Party with prompt written notice of such request so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of these Terms of Service. Receiving Party shall reasonably assist Disclosing Party in such efforts, at Disclosing Party’s expense and request.
• Ownership; No License All Confidential Information, including all copies and other manifestations of Confidential Information, are and shall remain the property of Disclosing Party. Receiving Party shall not, by virtue of these Terms of Service or otherwise, acquire any right or license, express or implied, with respect to any Confidential Information or any intellectual property right in any Confidential Information. Disclosing Party hereby reserves all rights in the Confidential Information not specifically granted pursuant to these Terms of Service. OpenBots will have the unencumbered right to use the general knowledge, know how, experience and skill (and for the avoidance of doubt, without the aid of written materials of any type produced in connection with these Terms of Service) gained while providing the Support Services under these Terms of Service, subject to OpenBots maintaining the confidentiality of Customer’s Confidential Information. For purposes of clarity, any feedback about the Service or use of the Service provided by or on behalf of Customer to OpenBots shall be Confidential Information of OpenBots.
• Feedback You may send feedback to OpenBots about the Service by sending an e-mail to info@OpenBots.ai. You agree that: (i) all such feedback will automatically become the property of OpenBots; (ii) you are not entitled to any compensation for providing OpenBots with such feedback or OpenBots’ use of such feedback; (iii) OpenBots may use and share any feedback you provide for any purpose; (iv) there is no obligation for OpenBots to review or use any feedback you provide; and (v) there is no obligation for OpenBots to keep any feedback confidential.

Privacy

• Privacy Policy All information provided by you or otherwise collected by OpenBots in connection with your access to and use of the Service is governed by OpenBots’ Privacy Policy. While we take reasonable steps to protect user data, you should implement measures to protect your personal information, user data, and other information that you believe is important. Except as required by applicable law, OpenBots shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network.
• CommunicationsBy using the Service, you agree to receive text message and/or e-mails, whether from the Service or directly from OpenBots, related to your use of the Service and OpenBots promotional materials, newsletters, marketing, or other information that may be of interest to you based on your preferences. Standard messaging rates may apply. You further agree that:
  BY CLICK-ACCEPTING THESE TERMS OF SERVICE OR USING THE SERVICE, YOU HEREBY PROVIDE OPENBOTS, AND ITS SERVICE PROVIDERS, EXPRESS CONSENT TO CONTACT YOU ON YOUR TELEPHONE, INCLUDING, BUT NOT LIMITED TO, LEAVING VOICE MESSAGES AND SENDING TEXT MESSAGES, AND TO SEND E-MAILS, WITH NOTIFICATIONS, INFORMATION, AND OFFERS RELATED TO OPENBOTS AND/OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO, NOTIFICATIONS PERTAINING TO UPDATES, OPENBOTS NEWSLETTERS, AND ADVERTISING, MARKETING, AND/OR PROMOTIONAL INFORMATION AND OFFERS. BY CLICK-ACCEPTING THESE TERMS OF SERVICE, ACCESSING AND/OR USING THE SERVICE, OR SUBMITTING A SUPPORT TICKET, YOU ARE ALSO EXPRESSLY AGREEING TO RECEIVE FUTURE CALLS, TEXT MESSAGES, VOICE MAILS, AND E-MAILS THAT DELIVER ADVERTISING AND TELEMARKETING MESSAGES THAT ARE GENERATED THROUGH AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AUTO-DIALER, AND ARE CONSENTING TO RECEIVING MESSAGES THAT COME VIA AN ARTIFICIAL OR PRE-RECORDED VOICE MESSAGE OR THAT COME IN THE FORM OF A MASS TEXT MESSAGE MAILER. THE TERMS OF THIS PROVISION ARE NOT A CONDITION OF YOUR REGISTRATION FOR, OR USE OF, THE SERVICE. THIS PERMISSION CONSTITUTES PRIOR EXPRESS WRITTEN CONSENT UNDER THE TELEPHONE CONSUMER PROTECTION ACT. THIS CONSENT APPLIES EVEN IF YOU ARE CHARGED FOR THE CALL UNDER A PHONE PLAN. YOU ACKNOWLEDGE AND AGREE THAT MESSAGE AND DATA RATES (FOR EXAMPLE, FROM YOUR NETWORK PROVIDER) MAY APPLY. YOU ARE RESPONSIBLE FOR ANY CHARGES THAT MAY BE BILLED BY THE COMMUNICATIONS CARRIERS.
  At any time, you can opt out of receiving all or certain future communications from us. Look for the unsubscribe instructions provided in the communication or contact us directly at unsubscribe@OpenBots.ai.
• DMCAThe Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright(s), you (or your agent) may send OpenBots a notice requesting that the Content be removed, or access to it be blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the services should be sent to:
  OpenBots, Inc.
  Attn: DMCA Notices
  DMCAnotice@OpenBots.ai
  OpenBots has adopted and currently implements a policy of terminating, in appropriate circumstances, the accounts of Users, as well as suspending and/or terminating access to and use of the Service by Customer, who are deemed or whose Users are deemed repeat infringers or who are repeatedly charged with infringement.
• Representations, Warranties and Covenants. Each Party represents and warrants to the other Party that (i) it has the full right, power and authority to enter into and to perform these Terms of Service; (ii) the execution, delivery and performance of these Terms of Service has been duly authorized by all necessary corporate action; and (iii) these Terms of Service constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally.
• Disclaimer of Warranties THE PRODUCT AND SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PROVIDED BY LAW, OPENBOTS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. OPENBOTS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT (INCLUDING, WITHOUT LIMITATION, THE BACKWARD COMPATIBILITY OF THE PRODUCT), THE PERFORMANCE OR FAILURE TO PERFORM OF THE PRODUCT, THE RESULTS OF THE USE OF THE PRODUCT, OR THAT THE PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS. OPENBOTS DOES NOT WARRANT THAT THE PRODUCT OR SERVICE IS SECURE, THE UNINTERRUPTED OR ERROR-FREE PROVISION OF THE SERVICE, OR THAT ANY SUCH INTERRUPTIONS OR ERRORS WILL BE CORRECTED. OPENBOTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OR FAILURE TO PERFORM OF ANY CUSTOMER OR THIRD PARTY DATA, SOFTWARE, DEVICES, EQUIPMENT, FACILITIES, OR NETWORK. OPENBOTS DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR SOFTWARE, DEVICE OR OTHER EQUIPMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY A REPRESENTATIVE OF OPENBOTS WILL CREATE A WARRANTY, EXPAND A WARRANTY OR IN ANY WAY LIMIT THE DISCLAIMER OF WARRANTIES SET FORTH IN THESE TERMS OF SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE AY BECOME UNAVAILABLE DUE TO, AND OPENBOTS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, TECHNICAL FAILURE OF THE PRODUCT OR OTHER REASONS OUTSIDE THE CONTROL OF OPENBOTS. Each Party acknowledges and agrees that these disclaimers of warranties were specifically bargained for, are acceptable to such Party, and that such Party’s willingness to agree to these disclaimers of warranties is material to the other Parties’ decision to enter into these Terms of Service. These disclaimers of warranties shall be enforceable to the maximum extent permitted by applicable law.
• Limitation of Liability OPENBOTS WILL NOT BE LIABLE TO YOU OR THE CUSTOMER FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE PRODUCT, AND/OR THE SERVICE: SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, PRIVACY, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF OPENBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OPENBOTS’ AGGREGATE LIABILITY TO YOU AND THE CUSTOMER FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES and/OR LIABILITIES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE PRODUCT, AND/OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO OPENBOTS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM(s). Each Party acknowledges and agrees that these limitations of liability were specifically bargained for, are acceptable to such Party, and that such Party’s willingness to agree to these limitations of liability is material to the other Parties’ decision to enter into these Terms of Service. These limitations of liability shall be enforceable to the maximum extent permitted by applicable law.

Indemnification

• Indemnification by OpenBots OpenBots (“Indemnifying Party”), at its sole cost and expense, shall indemnify, defend and hold harmless Customer, and each of Customer’s officers, directors, employees, agents, and representatives (each, an “Indemnified Party”) from and against all third party claims for damages, liabilities, losses, fines, judgments, costs, expenses (including court costs and reasonable attorneys’ fees), arising out of or relating to a claim or allegation that the Support Services (not the Product), as used in accordance with these Terms of Service, infringes, violates, or misappropriates any U.S. patent, copyright, trademark or trade secret of a third party (each, a “Claim”); provided, however, the foregoing indemnification obligation does not apply with respect to any Claim arising from (i) use or combination of the Support Services in combination with third party products or services not provided or expressly authorized in writing by OpenBots; (ii) modifications of the Support Services by any person or entity other than OpenBots or an authorized representative of OpenBots; (iii) failure to use the Support Services in accordance with the terms of these Terms of Service; (iv) OpenBots’ following of specifications or instructions provided by Customer in writing; (v) failure of Customer (following receipt of written notice from OpenBots) to install and/or implement any improvement or update to the Support Services if the infringement claim would have been avoided by the use of the improvement or update; or (vi) failure of Customer to cease using the Support Services fifteen (15) days after receiving written notice from OpenBots to cease using the Support Services based on OpenBots’ good faith belief that the action may require indemnification under this Section. For purposes of clarity, this indemnification obligation applies only to the Support Services and not in any way to the Product or any OSS bug fixes, patches or updates provided pursuant to the Support Services.
• Indemnification by Customer Customer (“Indemnifying Party”), at its sole cost and expense, shall indemnify, defend and hold harmless OpenBots’ and each of OpenBots’ officers, directors, employees, agents, and representatives (each, an “Indemnified Party”) from and against all third party claims for damages, liabilities, losses, fines, judgments, costs, expenses (including court costs and reasonable attorneys’ fees), arising out of or relating to a claim or allegation resulting from Customer’s use of the Product.
• Indemnification Terms The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any Claim for which indemnification is sought by Indemnified Party pursuant this Section; provided, however, that any failure or delay in providing such notice shall not excuse Indemnifying Party’ indemnification obligation except and only to the extent such failure or delay materially prejudices its defense of the Claim; (ii) permit Indemnifying Party to control the defense and settlement of the Claim; provided, however, that any settlement that requires any act or omission of Indemnified Party or otherwise admits any fault, liability, or culpability on the part of Indemnified Party shall require Indemnified Party’s prior express written consent, which consent shall not be unreasonably withheld; and (iii) reasonably cooperate with Indemnifying Party (at Indemnifying Party’ sole cost and expense) with respect to investigating, defending and settling the Claim.
• Replace or Modify If Customer is enjoined from using any Service as a result of a Claim, then OpenBots, at OpenBots’ sole option and expense, shall procure the right for Customer to continue to use the Service or replace or modify the Service so the Service does not infringe, violate, or misappropriate any U.S. patent, copyright, trademark or trade secret of a third party. If neither of these options is available to OpenBots after OpenBots uses OpenBots’ commercially reasonable efforts, then OpenBots may discontinue the right for Customer to use and receive the Service and OpenBots will promptly reimburse Customer a pro-rata portion of all amounts paid in advance for the Service for the remainder of the then-current Effective Period.
• Sole Remedy Customer acknowledges and agrees that OpenBots’ remedies set forth in this Section are the sole and exclusive remedies for Customer with respect to any Claim.

Dispute Resolution

• Waiver of Jury Trial THE PARTIES EACH HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES EACH (I) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGE THAT EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THESE TERMS OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
• Governing Law; Venue; Jurisdiction These Terms of Service shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The provisions of the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”), and all state laws incorporating any part of the foregoing are hereby excluded and shall not apply to these Terms of Service. Any proceeding for a dispute arising under or relating to any provision of these Terms of Service shall be commenced solely in the state and/or federal courts in and/or for Broward County, Florida, and the Parties hereby expressly waive any objection to such venue based upon forum non-conveniens or otherwise and consent to such jurisdiction.
• Prevailing Party Attorneys’ Fees In the event of any litigation or other proceeding or action between the Parties arising out of or relating to these Terms of Service, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs (including all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such action or legal proceeding, as well as at all levels of trial and appeal.

General Terms

• Entire Agreement These Terms of Service represent the entire agreement between the Parties, and supersedes any prior or contemporaneous understandings or written or oral agreements between the Parties, with respect to the subject matter of these Terms of Service. Any additional, different, or inconsistent terms or conditions contained in any form, acknowledgment, acceptance, or confirmation in connection with these Terms of Service, are hereby objected to and rejected by and shall not apply to these Terms of Service.
• Modification OpenBots may update these Terms of Service at any time and from time to time by posting such updates on this web page and either providing notice to the last e-mail address you provided to us or providing you with notice by other similar means. If an update changes how we use your personal information or applicable law otherwise requires your consent, we will also seek your consent prior to such update applying to you. Upon sending notice as noted above, updates which do not require your consent will be effective regardless of whether your consent is obtained.
• Waiver No waiver of a breach of any provision of these Terms of Service by either Party shall be construed as a waiver of a subsequent breach of the same or any other provision of these Terms of Service.
• SeverabilityThe invalidity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of the remaining provisions or any other provision of these Terms of Service.
• Binding These Terms of Service shall be binding upon, inure to the benefit of, and be enforceable by OpenBots and Customer and their successors and permitted assigns. Except as otherwise expressly specified in these Terms of Service, these Terms of Service shall not be construed to give any person other than OpenBots and the Customer any legal or equitable right, remedy or claim under or with respect to these Terms of Service.
• Independent Contractor Relationship These Terms of Service will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party will act as an independent entity and not as an agent of the other Party for any purpose, and neither will have the authority to bind the other.
• Assignment Customer shall not assign these Terms of Service or any right or obligation pursuant to these Terms of Service without the prior written consent of OpenBots.
• Notice All notices and other communications required pursuant to these Terms of Service shall be in writing and delivered by hand-delivery or nationally recognized overnight delivery service. All such notices and other communications shall be addressed to you at the address set forth in the account sign-up process and as set forth below for OpenBots or to such other address as a Party may designate by notice complying with the terms of this section. Each such notice shall be deemed delivered (i) on the date delivered if by hand-delivery; or (ii) on the date delivered or the date delivery is refused by the recipient, if by nationally recognized overnight delivery service.
  If to OpenBots: OpenBots, Inc.
  Attn: Legal
  1571 Sawgrass Corporate Pkwy
  Suite 100
  Sunrise, FL 33323
• Force Majeure Except for payment of amounts due and owing pursuant to these Terms of Service, neither Party will be responsible for failure to perform or deliver any goods or services as a result of a cause beyond its reasonable control (“Force Majeure Event”), including work stoppages (except with respect to its own labor force), fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation not caused by such Party, accident, failure of a Party to fulfill its express obligations under these Terms of Service, acts of God and other similar occurrences.
• Survival The following provisions will survive the earlier of the expiration or earlier termination of these Terms of Service: 5.D and 6 through 11.
• Counterparts and Electronic Versions These Terms of Service may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. Each Party reserves the right to maintain an executed copy of these Terms of Service in electronic form only, and each Party hereby agrees that a print-out of such electronic form of these Terms of Service will be deemed an original for all purposes relating to the enforceability of the terms and conditions of these Terms of Service.