Terms of Service
updated:2023-08-01
THIS TERMS OF SERVICE (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF SOBOT SERVICES.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF YOU REGISTERS FOR A FREE TRIAL OF SOBOT SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THE FREE TRIAL SERVICES.
BY CLICKING A BOX INDICATING ACCEPTANCE OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THIS AGREEMENT. THIS AGREEMENT IS APPLICABLE TO YOU (I.E., AUTHORIZED PERSONS REPRESENTING A COMPANY OR OTHER LEGAL ENTITY) AND USERS (I.E., PERSONS WHO ARE AUTHORIZED BY YOU TO USE OR ACCESS THE SERVICES). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement was last updated on July 13, 2023. It is effective between You and Sobot as of the date of Your accepting this Agreement (the “Effective Date”).
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Terms of Service.
“Content” means information obtained by Sobot from publicly available sources or its third-party content providers and made available to You through the Services, free trial Services or pursuant to an Order Form.
“You” means the authorized persons representing a company or other legal entity.
“Your Data” means electronic data and information submitted by you to the Services, excluding Content and Non-Sobot Applications.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-Sobot Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by a third party.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Sobot or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Services provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or online purchasing portal, or provided to You under a free trial, and made available online by Sobot. “Services” exclude Content and Non-Sobot Applications.
“Sobot” means the company Sobot Technologies PTE. LTD established in Singapore.
“User” means the persons who are authorized by you to use or access the Services.
2. SCOPE OF SERVICES
2.1 Services scope. The Services are mainly provided to companies or legal entities, including various functions and products such as Sobot Customer Service Platform (https://www.sobot.io/) with the application including Customer Relationship Management, Inspection, Online Manual Customer Service, Online Customer Service Robot, Work Order System and Call Center. Sobot has the right, at any time and from time to time, to change, upgrade, modify, terminate, withdraw or transfer the Services or any part thereof and/or any functions and applications at any time at its sole and absolute discretion. You agree that Sobot is not required to notify You of, and will not be liable to You for, such change, upgrade, modification termination, withdrawal or transfer. Sobot may in its sole and absolute discretion publish such changes, upgrades, modifications or transfers on the Sobot official website (https://www.sobot.io).
2.2 Account application. You may apply for an administrator account by providing appropriate written authorization and such other supporting documents as Sobot may require. Upon Sobot’s processing of Your application, You may use the administrator account to upload and manage the Services and invite other Users to join the Services.
3. SOBOT RESPONSIBILITIES
3.1 Protection of Your Data. Sobot will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Your Data (other than by You or Users). Upon request by You made within 3 months after the effective date of termination or expiration of this Agreement, Sobot will make Your Data available to You for export or download. After such 30-day period, Sobot will have no obligation to maintain or provide any Your Data, and will thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.
3.2 Free Trial. If You register on Sobot’s website for a free trial, Sobot will make the applicable Service(s) available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Sobot in its sole discretion.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SOBOT” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SOBOT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW.
4. USE OF SERVICES AND CONTENT
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form or other agreement signed with You, Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal. You agree that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Sobot regarding future functionality or features.
4.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and this Agreement. If You exceed a contractual usage limit, Sobot may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Sobot’s efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Sobot’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data, Your use of Your Data with the Services, and the interoperation of any Non-Sobot Applications with which You use Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Sobot promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-Sobot Applications with which You use Services or Content. Any use of the Services in breach of the foregoing by You or Users that in Sobot’s judgment threatens the security, integrity or availability of Sobot’s services, may result in Sobot’s immediate suspension of the Services, however Sobot will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension.
4.4 Account. To use the Services, User must have an account with Sobot. User hereby authorizes Sobot to obtain and store User’s account information as necessary to make the Service available to User.
4.5 Account Administrator. You are designated and authorized as the person (“Account Administrator”) with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services. Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any account that User has access to. Any actions taken under accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Sobot reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Sobot to take on its behalf.
User will, and will cause authorized users of User’s account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User account. If User believes or suspects that User’s account or passwords or credentials for User’s account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Sobot. Sobot reserves the right to prevent access to the Services if Sobot has reason to believe that User’s account or passwords or credentials for User’s account have been compromised.
4.6 Prohibitions on User. User agrees not to take any of the following actions:
Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
Use the Services other than as authorized in this Agreement;
Resell, sublicense, timeshare, or otherwise share the Services with any third party;
Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Sobot Content or any individual element within the Site, Platform, or Services, including Sobot’s name and any Sobot trademark, logo, or other proprietary information, in each case, without Sobot’s express prior written consent;
Access, tamper with, or use non-public areas of the Platform, Services, Sobot’s computer systems, or the technical delivery systems of Sobot’s providers;
Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
Take any action that imposes or may impose (as determined by Sobot in Sobot’s sole discretion) an unreasonable or disproportionately large load on Sobot’s (or Partners’) infrastructure;
Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
Harvest or scrape any Content from the Platform or Services;
Attempt to probe, scan, or test the vulnerability of any Sobot system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Sobot or any of Sobot’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Sobot or other generally available third-party web browsers;
Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
Use any meta tags or other hidden text or metadata utilizing a Sobot trademark, logo, URL, or product name without Sobot’s express written consent;
Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
Impersonate or misrepresent User’s affiliation with any person or entity;
Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
Use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email; or
Encourage, assist, or enable any other individual to do any of the foregoing.
4.7 Sobot’s Rights to Monitor User Content and Conduct
You may transmit or publish content created by using any of the Services or otherwise. However, You shall be solely responsible for such content and the consequences of its transmission or publication.
Although Sobot is not obligated to monitor access to or use of User Content or to review or edit any User Content, Sobot has the right to do so for the purposes of operating the Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Sobot reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Sobot, at Sobot’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Sobot has the right to monitor access to and use of the Services and Content and to investigate conduct that Sobot believes could affect the Services or Content, including violations of this Agreement. Sobot may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
4.8 Telephony Functionality. In connection with the use of telephony functionality, as part of Services, You understand and agree (i) that You may be required to provide additional information, as mandated by the concerned regulatory authorities, for purchasing telephone number(s); (ii) that You are solely responsible for complying with all applicable laws in all jurisdictions governing the use of the telephony functionality; (iii) that the telephony functionality is not intended to support or carry emergency calls to any emergency services; and (iv) to indemnify, defend and hold harmless Sobot from and against any third party claim arising from any of the foregoing.
4.9 Anti Spam Policy. You shall comply with the laws regulating sending of commercial emapils applicable to You. In addition, You may send emails through Services only to the contacts that You have obtained by acceptable means such as the ways listed below:
a) If the contact had submitted his/her email address as part of a download from Your website or for the purpose of ordering/negotiating the purchase of a product or service from You.
b) If the contact had subscribed to an email newsletter by filling a form on You website or through other methods.
c) If the contact has provided email address as part of participation in any contest, event or survey conducted by You, provided that You have informed the contact that You would be sending marketing emails.
d) If the contact has, while completing an online form, checked an opt-in check box indicating his/her willingness to be contacted by You through email, provided that the check box is unchecked by default and You have informed such contact that the nature of the emails will be commercial.
e) If the contact has given his/her business card and has expressed willingness to receive emails of a commercial nature. Willingness to receive emails of a commercial nature will be presumed where the business card was dropped in Your booth at a trade show.
f) If the contact was referred by Your existing customers or subscribers to Your newsletters or marketing emails.
You shall not send emails to any contact if:
a) You have bought, loaned, rented or acquired the contacts through any other means from a third party\.
b) The contact has unsubscribed from Your mailing list or has expressed his/her intention not to receive emails from You.
c) upon checking with the Do-Not-Call (DNC) Registry established by the Commission under the Singapore Personal Data Protection Act (“__DNC Registry__”) to confirm that the number is not listed on the DNC Register established by the Commission as part of the DNC Registry, unless the person has obtained clear and unambiguous consent in evidential form from You of the number.
Every email that You send using Services shall contain the information that enables the recipient to identify You as the sender and must contain one or more of the following information according to the law applicable:
a) information identifying the sender and how the recipient can contact the sender; and b) for voice calls, the sender must not conceal or withhold from the recipient the sender’s calling line identity.
4.10 Usage Restrictions. You will not (a) make any Service or Content available to anyone other than You or Users, or use any Service or Content for the benefit of anyone other than You or your Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Sobot Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Sobot Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Sobot intellectual property except as permitted under this Agreement or an Order Form, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
5. NON-SOBOT PRODUCTS AND SERVICES
5.1 Non-Sobot Products and Services. Sobot or third parties may make available third-party products or services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-Sobot provider, product or service is solely between You and the applicable Non-Sobot provider. Sobot does not warrant or support Non-Sobot Applications or other Non-Sobot products or services. Sobot is not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-Sobot Application or its provider.
5.2 Integration with Non-Sobot Applications. The Services may contain features designed to interoperate with Non-Sobot Applications. Sobot cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Sobot Application ceases to make the Non-Sobot Application available for interoperation with the corresponding Service features in a manner acceptable to Sobot.
6. FEES AND PAYMENT
6.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form.
6.2 Invoicing and Payment. You will provide Sobot with a valid purchase order or alternative document reasonably acceptable to Sobot.
6.3 Taxes. Sobot's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder.
7. PERSONAL DATA PROTECTION
7.1 Personal data protection. Please refer to Sobot’s Privacy Policy for information on how Sobot collects, uses, and discloses personal data from Users. User acknowledges and understands that Sobot may collect, use, and disclose User’s information pursuant to Sobot’s Privacy Policy, as it may be updated from time to time.
7.2 Personal Data Processing Relationships. Sobot’s Services can be divided into two types, including Services provided to companies or legal entities (“Customers”) and their Users for providing services to their clients (Service Type 1), and form a business partnership with Customers by selling platform services (Service Type 2). For Service Type 1, Customers are served as data controller (i.e., the entity that decides the purpose and methods of processing personal data alone or jointly with others) and are responsible for personal data processing, while Sobot processes personal data on behalf of Customers and serves as data processor (i.e., the entity that is entrusted by data controller to process data). For Service Type 2, Sobot is the data controller of your Personal Data.
8. PROPRIETARY RIGHTS AND LICENSES
8.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Sobot, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
8.2 Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms and this Agreement.
8.3 License by You to Sobot. You grant Sobot, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Sobot Applications and program code created by or for You using a Service or for use by You with the Services, and Your Data, each as appropriate for Sobot to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If You choose to use a Non-Sobot Application with a Service, You grant Sobot permission to allow the Non-Sobot Application and its provider to access Your Data and information about Your usage of the Non-Sobot Application as appropriate for the interoperation of that Non-Sobot Application with the Service. Subject to the limited licenses granted herein, Sobot acquires no right, title or interest from You or its licensors under this Agreement in or to any Your Data, Non-Sobot Application or such program code.
8.4 License by You to Use Feedback. You grants to Sobot and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Sobot’s or its Affiliates’ services.
9. CONFIDENTIALITY
9.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of You includes Your Data; Confidential Information of Sobot includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Sobot services.
9.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Sobot may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-Sobot Application Provider to the extent necessary to perform Sobot’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
9.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
10.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
10.2 Sobot Warranties. Sobot warrants that during an applicable subscription term (a) this Agreement, the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) Sobot will not materially decrease the overall security of the Services, and (c) subject to the “Integration with Non-Sobot Applications” section above, Sobot will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
10.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE TRAIL SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
11. INDEMNITY
11.1 The following applies if You are outside the EU: You agree to indemnify and hold Sobot and its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your content or Your usage of Services, Your breach of this Agreement, any additional legal terms, or Sobot’s Privacy Policy, Your unauthorized use of any Sobot-owned intellectual property, or Your alleged violation of any other rights of a third party.
11.2 The following applies if You are within the EU: You agree to indemnify and hold Sobot and its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party against any of the aforesaid entities or persons due to or arising out of Your culpable breach of this Agreement, any additional legal terms or Sobot’s copyright or Privacy Policy.
12. LIMITATION OF LIABILITY
12.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOU AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
12.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL SOBOT OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SOBOT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SOBOT’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. TERM AND TERMINATION
13.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
13.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
13.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
13.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with the “Termination” section above, Sobot will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Sobot in accordance with the “Termination” section above, You will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve You of its obligation to pay any fees payable to Sobot for the period prior to the effective date of termination.
13.5 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-Sobot Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Your Data” will survive any termination or expiration of this Agreement for so long as Sobot retains possession of Your Data.
14. MODIFICATION OF AGREEMENT
Sobot may modify this Agreement upon notice to You at any time through a service announcement or by sending email to Your primary email address. If Sobot make significant changes to the Agreement that affect Your rights, You will be provided with at least 30 days advance notice of the changes by email to primary email address. You may terminate the use of the Services by providing Sobot notice by email within 10 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects Your rights in connection with use of the Services. In the event of such termination, You will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Agreement will be deemed to be Your agreement to the modified Agreement.
15. GENERAL PROVISIONS
15.1 Export Compliance. The Services, Content, other Sobot technology, and derivatives thereof may be subject to appliable export laws and regulations of the jurisdictions. Sobot and You each represents that it is not on any denied-party list of the government of jurisdictions involved. You will not permit any User to access or use any Service or Content in a jurisdictions-involved-embargoed country or region or in violation of any appliable export law or regulation.
15.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
15.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
15.4 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
15.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
15.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, SFDC will refund You any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.8 Sobot Contracting Entity, Notices, and Governing Law. The Sobot entity entering into this Agreement is Sobot Technologies PTE. LTD, and the address to which You should direct notices under this Agreement is 112 ROBINSON ROAD, #03-01, ROBINSON 112, Singapore 068902. This Agreement shall be interpreted and construed in accordance with the laws of Singapore.
15.9 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to Customer will be addressed to the relevant Services system administrator designated by You.
15.10 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.