Robinsoft Terms of Service

Performing one or more of the following actions constitutes Customer's consent to be bound by these Terms of Service as a Customer:

Robinsoft does not warrant that Robinsoft will accept and agree to provide Services to a new Customer even if the request is complete, accurate, or using an approved order form. Robinsoft reserves the right to use Robinsoft's sole discretion in determining which Customers that Robinsoft can accept. Furthermore, Robinsoft reserves the right to refuse requested Services that, in Robinsoft's sole discretion, are beyond Robinsoft's professional, financial, or technical abilities to provide.

These Terms of Service govern access to and use of Services provided by Robinsoft, including any Software provided by Robinsoft as part of the Services. These Terms of Service constitute a binding "Agreement" between RobinSoft Corporation, a Florida corporation, ("Robinsoft") and the party receiving or using any of Robinsoft's Services ("Customer"). This Agreement shall be effective ("Effective Date") as of the earliest date indicated by: (a) when Customer's use of the Services began, (b) when some portion of Services were delivered or provisioned by Robinsoft for Customer, or (c) the date specified by a signed contract for the Services. Robinsoft rejects any terms and conditions contained in Customer's forms that are additional to or different from those set forth in these Terms of Service (e.g., Customer's purchase order forms).

Robinsoft and Customer agree as follows:

  1. Services.
    1. Provision. The Agreement governs access to or use of the Services, including any Software provided by Robinsoft as part of the Services. Customer and End Users must access and use the Services in accordance with the Agreement.
    2. Modifications. Robinsoft may update the Services from time to time. If Robinsoft changes the Services in a manner that materially reduces their functionality, Robinsoft will notify Customer at the email address associated with Customer's account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis. For certain significant new features, Robinsoft may notify Administrators or End Users of the new features via email.
    3. Software.
      1. Generally. Some of the Services allow Customer and End Users to download Software that may, or may not, update automatically. Some of the Services allow Customer and End Users to operate Software on a hosted environment available over the Internet.
      2. License. Robinsoft hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Agreement. This license is non-transferable (subject to Section 14), irrevocable (except as set forth in Section 6 or Section 9), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees. License to Robinsoft Software shall terminate immediately upon expiration of Customer's subscription to the Services.
      3. Open Source Software. If any component of the Software is offered under an open source license, Robinsoft will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of the Agreement solely with respect to that open source component of the Software.
      4. Third-Party Software. Some features of the Services might not be available without the purchase, installation and configuration of software from a third-party. If Customer wishes to use features that require third-party software then Customer is solely responsible for obtaining such software. Robinsoft will provide support and assistance in configuring such third-party software for use with Robinsoft's Services.
      5. Restrictions on Use. Customer shall not (i) permit any parent, subsidiaries, partners or other third party entities, other than Customer's Affiliates, to access, use or benefit from the Software, (ii) process or permit to be processed the data of third parties other than Customer's Affiliates, (iii) use the Software in the operation of a service bureau, or (iv) use the Software to access more than one instance of the database.
      6. No Transfers. Under no circumstances shall Customer sell, license, publish, display, distribute, or otherwise transfer to a third party the Software, any copy thereof, or any computer program based on or derived from the Software (including derivative works of the Software under the Copyright Act), in whole or in part, without Robinsoft's prior written consent. Customer shall not disclose any confidential and proprietary information concerning the Services, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee or volunteer of Customer without the prior written consent of Robinsoft, except as required by applicable law.
      7. This Section is Material. Customer specifically agrees that each of the terms and conditions of this Section 1.3 are material and that failure of Customer to comply with these terms and conditions shall constitute sufficient cause for Robinsoft to terminate this Agreement. The presence of this Subsection 1.3.g shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party.
    4. Customer Domains. For Services that require Customer Domains, Robinsoft may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then Robinsoft will have no obligation to provide Customer with the Services that require it.
  2. Customer Obligations.
    1. Customer Administration of the Services. Customer may specify End Users and their scope of authority, including through multiple tiers of Administrators, through various control panels in the Software. Administrators may be able to: (a) access, disclose, restrict or remove Customer Data in or from End User Accounts; and (b) monitor, restrict, or terminate access to End User Accounts. Customer is responsible for maintaining the confidentiality of passwords and End User Accounts, and managing access to Administrator Accounts. Although Robinsoft support staff may advise or upon request make configuration changes to the internal administration of the Services, Customer remains solely responsible End User's scope of authority within the Software.
    2. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. Customer will promptly notify Robinsoft of any unauthorized use of or access to the Services.
    3. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits; (f) attempt (or assist anyone attempting) to test or penetrate the security features of the Services or Software without first obtaining written consent from Robinsoft; or (g) establish a Customer account as an individual for personal, family, or household purposes.
    4. Compliance.
      1. Generally. Customer and its End Users must use the Services in compliance with Robinsoft's Acceptable Use Policy. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer must satisfy itself that the Services are appropriate and adequate for Customer's purposes, taking into account the nature of the Customer Data.
      2. End Users. Customer is responsible for use of the Services by its End Users. End Users must access and use the Services in accordance with this Agreement and their failure to do so constitutes Customer's failure to comply.
      3. Customer Actions. Customer will not take any action that would cause Robinsoft to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable law governing the Services.
      4. HIPAA. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of "Protected Health Information" under the HIPAA Privacy Rule (45 .F.R. Section 164.051), unless Customer and Robinsoft expressly enter into a separate agreement authorizing such use and governing HIPAA information.
    5. Third-Party Apps and Integrations. If Customer uses any third-party service or applications that integrate with the Services (such as data export or Robinsoft data import): (a) Robinsoft will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Customer Data; and (b) Robinsoft does not warrant or support any service provided by the third-party. Customer will comply with any limits imposed by the Services associated with the integration.
  3. Customer Data.
    1. Customer Data Limitations. This Agreement constitutes Customer's instructions to Robinsoft to process Customer Data as designed and implemented in the Services. The Services will only process, access, use, store, and transfer Customer Data as Customer instructs. The categories of Personal Data to be processed by Robinsoft and the processing activities to be performed under this Agreement are set in settings of the Software provided by the Services. Robinsoft will inform Customer of any legal requirement which prevents it from complying with Customer's instructions, unless prohibited from doing so by applicable law or on important grounds of public interest.
    2. Security Measures. Robinsoft will use technical and organizational security measures to transfer, store, and process Customer Data that reasonably complies with industry standards and norms. Robinsoft may update the Security Measures from time to time. Robinsoft will provide Customer with at least sixty days prior notice if Robinsoft updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole. Within five business days of receipt of this notice, Customer may elect to terminate the Agreement and associated Services by providing written notice to Robinsoft.
    3. Third-Party Requests.
      1. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Robinsoft only if it cannot comply with the Third-Party Request despite diligent efforts.
      2. Robinsoft Responsibility. If Robinsoft receives a Third-Party Request, Robinsoft will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Robinsoft's receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Robinsoft is prohibited from notifying Customer of a Third-Party Request or Customer fails to promptly respond to any Third-Party Request, then Robinsoft may, but will not be obligated to do so, to the extent permitted by applicable law.
    4. Customer Data Sharing. The Services may enable End Users to share Customer Data, including to other Customer End Users and to third parties. Customer understands: (a) it is solely Customer's, and its End Users', choice to share Customer Data; (b) Robinsoft cannot control third parties with whom Customer has shared Customer Data; and (c) Customer and its End Users are solely responsible for their use of the Services, including any sharing of Customer Data through the Services.
    5. Robinsoft Access to Customer Data. Robinsoft personnel who have access to Customer Data will be bound by appropriate confidentiality obligations. Customer acknowledges that the Services usually store proprietary school and business records, including but not necessarily limited to: financial records; academic records; vendor information; information protected against disclosure by the Family Educational Rights and Privacy ACT (FERPA); student name; addresses; identification number; social security number; telephone listings; date and place of birth; citizenship; major field of study; class; enrollment status; dates of attendance; grades; degrees and awards received; and email address. Robinsoft and its employees will comply with all applicable privacy protection laws and agree to keep Customer Data private and confidential. Robinsoft will not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party except as required by applicable law. Robinsoft's shall limit Robinsoft's use of Customer Data to the performance of the Services under this Agreement.
  4. Data Transfers.
    1. Data Transfer. Except for existing data import or export features, Robinsoft shall have no obligation to provide Services related to data conversion, import or other transfer services except as expressly set forth in the Order Form or as the parties otherwise agree in writing.
    2. Data Location. When required by Customer's Data Sharing or other applicable portion of the Services, Customer agrees that Robinsoft and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country.
    3. Data Processing Agreement. To the extent Customer Data is processed by Robinsoft on Customer's behalf, Customer and Robinsoft agree it is Customer's responsibility to verify the completeness, accuracy, and appropriateness of the data processing.
  5. Payment.
    1. Fees. Customer will pay Robinsoft or designated Robinsoft Agent all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, invoice, or in the applicable description of the services agreed to. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement. Robinsoft may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge, except that such revision of rates shall not exceed 3% per year.
    2. Payment. Customer will pay Robinsoft invoices on the payment interval agreed upon for the Services. Customer will provide complete and accurate billing and contact information to Robinsoft. All amounts not paid within forty five (45) days of the due date shall bear interest at the rate of one and a half percent (1.5 %) per month, or at the highest rate allowed by law, whichever is less, from the date due until paid.
    3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Robinsoft, or designated Robinsoft Agent, will charge Taxes only when required to do so. If Customer provides a valid exemption certificate, Robinsoft will not collect the taxes covered by that certificate.
    4. Withholding Taxes. Customer will pay net of any applicable Withholding Taxes. Customer and Robinsoft will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If Robinsoft qualifies for a tax exemption, or a reduced treaty withholding rate, Robinsoft will provide Customer with reasonable documentary proof. Customer will provide Robinsoft or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
    6. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement (or the Services) and therefore any such terms and conditions on the purchase order shall be null and void.
  6. Suspension.
    1. Failure to Pay. Robinsoft may suspend all or a portion of the Services if Fees are past due. Robinsoft may terminate the Services if Fees remain unpaid after Robinsoft has notified Customer in accordance with Section 9.
    2. Of End User Accounts by Robinsoft. If an End User: (a) violates the Agreement; or (b) uses the Services in a manner that Robinsoft reasonably believes will cause it liability, then Robinsoft may suspend or terminate the applicable End User account temporarily or permanently.
    3. Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, Robinsoft may automatically suspend use of all or any portion of the Services. Robinsoft will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
  7. Intellectual Property Rights.
    1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Robinsoft any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in Robinsoft Services, Software, features, patents, trademarks, trade secrets, or other proprietary rights.
    2. Limited Permission. Customer grants Robinsoft only the limited rights that are reasonably necessary for Robinsoft to deliver the Services. This limited permission also extends to Subcontractors or Sub-processors.
    3. Suggestions. Robinsoft may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Robinsoft or post in Robinsoft's forums without any obligation to Customer.
    4. Engineering Changes. Robinsoft may use, modify, and incorporate into its products and services, license and sublicense, any change to the Software developed by Robinsoft or Robinsoft's contractors that is based on changes requested or specified by Customer, regardless if Customer was charged a Fee to make such changes.
  8. Term.
    1. "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Services Terms (including Renewals); or (ii) the Agreement is terminated as set forth herein.
    2. Services Term. On occasion some portion of the Services will, by their nature, not be of a recurring subscription and will instead be a deliverable of one or projects (e.g., data migration from other system, consulting report, or an engineering change). Such deliverable Services shall have a Term that ends upon delivery. Services that are by subscription (e.g., Robinsoft GradPro or other Software, Cloud hosting, Support and Maintenance) will be of recurring monthly, quarterly, or annual period based on Customer's choice. Robinsoft and Customer may create subscription Terms of other duration if mutually agreed to in writing.
    3. Automatic Renewals. Unless otherwise specified the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services Term.
  9. Termination.
    1. Generally. Either Party may terminate the Agreement, including all Services, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. Robinsoft may terminate this Agreement and suspend Customer's access to the Services if required to do so by law or for a violation by Customer of the Acceptable Use Policy.
    2. Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Robinsoft to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Robinsoft may charge Customer for this extended access based on Robinsoft's then-current standard fees; and (c) Robinsoft may delete any End User Accounts and Stored Data in Customer's account in a commercially reasonable period of time following receipt of an Administrator's request to do so prior to termination of the Services. Robinsoft may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.
    3. Survival. The following sections will survive expiration or termination of the Agreement: 3.3 (Third Party Requests), 5 (Payment), 7 (Intellectual Property Rights), 9.2 (Effects of Termination), 9.3 (Survival), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 14 (Miscellaneous). Notwithstanding the foregoing, Section 3.3 (Third-Party Requests) shall not survive termination if Robinsoft has exercised a right to terminate the Agreement.
  10. Indemnification.
    1. By Customer. Customer will indemnify, defend, and hold harmless Robinsoft from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Robinsoft and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of the Agreement.
    2. By Robinsoft. Robinsoft will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that Robinsoft's technology used to deliver the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of a third party. In no event will Robinsoft have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Robinsoft; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
    3. Possible Infringement. If Robinsoft believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Robinsoft may: (a) obtain the right for Customer, at Robinsoft's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If Robinsoft does not believe the options described in this section are commercially reasonable, then Robinsoft may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
    4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE ROBINSOFT AND CUSTOMER'S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  11. Disclaimers.
    2. Beta Services.
      1. Use In Customer's Discretion. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) ROBINSOFT WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
      2. Feedback. Robinsoft offers Beta Services in order to get user feedback. In exchange for using Beta Services, Customer Agrees that Robinsoft may contact Customer and its End Users to obtain feedback regarding Beta Services. Customer agrees to: (i) and hereby does, assign to Robinsoft all right, title, and interest in any feedback; and (ii) provide Robinsoft any reasonable assistance necessary to document and maintain Robinsoft's rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis.
      3. Confidential. Beta Services are confidential until officially launched by Robinsoft. Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by Robinsoft. Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives Robinsoft reasonable advance written notice, to the extent permitted, so Robinsoft can seek to prevent or limit the disclosure.
  12. Limitation of Liability.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, ROBINSOFT'S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO ROBINSOFT HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. No action under this Agreement, unless involving death or personal injury, may be brought by either party against the other more than one (1) year after the cause of action arises.
  13. Disputes.
    1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14. If a dispute is not resolved within thirty days of notice, Customer or Robinsoft may bring a formal proceeding.
    2. Arbitration. Customer and Robinsoft agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Fort Lauderdale (FL), or any other location both parties agree to in writing.
    3. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Broward County, Florida solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Robinsoft consent to venue and personal jurisdiction there.
    4. NO CLASS ACTIONS. Customer may only resolve disputes with Robinsoft on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
  14. Miscellaneous.
    1. Terms Modification. From time to time Robinsoft may revise this Agreement (including Robinsoft's Acceptable Use Policy) and the most current version will always be posted on the Robinsoft business website. If a revision, in Robinsoft's sole discretion, is material, Robinsoft will make reasonable attempts to notify Customer (for example, by sending an email to the email address associated with the applicable account or prominent notice on Customer's invoice). Other revisions may be posted to Robinsoft's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
    2. Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire agreement between the Parties related to this subject matter. All attachments to this Terms of Service, Customer invoices, and ongoing Services executed by the Parties, are hereby incorporated into the Agreement by this reference.
    3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: the Services proposal or estimate, Order Form, the Terms of Service. The terms and conditions of the Agreement will be considered the confidential information of Robinsoft, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void. If End Users are required to click-through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and the Agreement will control if there is a conflict.
    5. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    6. Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
    7. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Robinsoft must be sent to Robinsoft Legal at, with a copy to Robinsoft Corporation, P.O. Box 70040, Fort Lauderdale, FL 33307, attn.: Legal Department.
    8. Waiver. A waiver of any default is not a waiver of any subsequent default.
    9. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of Robinsoft, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to Robinsoft. Robinsoft may not assign the Agreement without providing notice to Customer, except Robinsoft may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    10. No Agency. Robinsoft and Customer are not legal partners or agents, but are independent contractors.
    11. Subcontracting. Customer consents to Robinsoft's appointment of Subcontractors, including Sub-processors, to perform the Services. Robinsoft will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations. Robinsoft may add or remove Subcontractors and Sub-processors from time to time. If Customer objects to a change, it will provide Robinsoft with notice of its objection including reasonable detail supporting Customer's concerns. Robinsoft will then use commercially reasonable efforts to review and respond to Customer's objection within thirty days of receipt of Customer's objection. Robinsoft's response to Customer's objection will include, at a minimum, reasonable accommodations, if any, that Customer or Robinsoft can take to limit or prevent a new Sub-processor from acting as a processor of Customer Data when Customer makes use of the Services. If Robinsoft does not respond to a Customer objection as described above, or cannot reasonably accommodate Customer's objection, Customer may terminate the Agreement by providing written notice to Robinsoft: (a) within thirty days of receipt of a Robinsoft response that does not comply with this Section 14.11; or (b) if Robinsoft fails to respond, within thirty days of the date Robinsoft's response was due.
    12. Force Majeure. Except for payment obligations, neither Robinsoft nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    13. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under the Agreement.
  15. Definitions.

These Terms of Service are updated from time-to-time. You can view the current version on Robinsoft's business website at: Current Robinsoft Terms of Service

Posted: June 3, 2021

Effective: August 1, 2021 for existing customers. June 3, 2021 for new customers.