“Robinize,” “we,” “us,” and/or “our” refers to ZenDev d.o.o.
Software company and Alviral, d.o.o. Media company both based in Mostar, Bosnia and Herzegovina.
“Services” refers to any and all products, including Robinize, and websites provided by us.
“Software” refers to source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services.
“Customer” refers to you, the person or entity, or anyone acting on your behalf, using our Services and/or Software.
“Agreement” refers to this Terms of Service.
By using the Services, the Customer agrees to all terms described below.
Subject to the other terms described in this Agreement, Robinize will use commercially reasonable efforts to provide Customer the Services, including reasonable technical support services via email.
Robinize is not responsible for problems caused by the Customer, anyone acting on the Customer’s behalf, or events outside Robinize’s reasonable control.
As part of the registration process for the Services, the Customer will identify an administrative username and password for the Customer’s Robinize account.
Robinize reserves the right to refuse registration, or cancel passwords, as it deems appropriate.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Robinize or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels.
Customer will not remove or export from the United States or allow the export or re-export of the Services, Software or anything related to that, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants and warrants that Customer will use the Services only in compliance with Robinize’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Robinize has no obligation to monitor the Customer’s use of the Services, Robinize may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the preceding. Customer hereby agrees to indemnify and hold harmless Robinize against any damages, losses, liabilities, settlements, and expenses (including without limitation costs, expenses, and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the preceding or otherwise from Customer’s use of Services.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of the Customer account or the Equipment with or without Customer’s knowledge or consent.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (from now on referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Robinize includes non-public information regarding features, functionality, and performance of the service. Proprietary Information of Customer includes non-public data provided by Customer to Robinize to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the preceding shall not apply concerning any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or generally becomes available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title, and interest in and to the Customer Data and any data based on or derived from the Customer Data and provided to Customer as part of the Services.
Robinize will own and retain all rights, title, and interest in and to:
Notwithstanding anything to the contrary, Robinize shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies (including, without limitation, information concerning Customer Data and data derived from that place). Robinize will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, Software, and for other development, diagnostic and corrective purposes in connection with the Services, Software, and other Robinize offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business.
No rights or licenses are granted except as expressly set forth herein.
Notwithstanding anything to the contrary, Robinize shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, Software, and related systems and technologies (including, without limitation, information concerning Customer Data and data derived from that place). Robinize will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, Software, and for other development, diagnostic and corrective purposes in connection with the Services, Software, and other Robinize offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business.
No rights or licenses are granted except as expressly set forth herein.
Customers will payRobinize the then applicable fees described in the plan level for the Services. Suppose the Customer’s use of the Services exceeds the Service Capacity set forth on the plan level or otherwise requires the payment of additional fees (per the terms of this Agreement). In that case, the Customer shall be billed for such usage, and the Customer agrees to pay the additional expenses in the manner provided herein. Robinize reserves the right to change the Fees or applicable charges and to institute new charges and fees at the end of the initial subscription period or the current renewal period as specified by the plan level, upon thirty (30) days prior notice to the Customer (which may be sent by email). Suppose the Customer believes that Robinize has billed the Customer incorrectly. In that case, the Customer must contact Robinize no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to raise the issue of receiving an adjustment or credit.
Inquiries should be directed to Robinize’s customer support department.
Robinize may choose to bill through an invoice, in which Robinize must receive case full payment for invoices issued in any given month within thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all collection expenses and may result in immediate termination of Services.
The customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Robinize’s net income.
Subject to earlier termination as provided below, the Services are provided for the initial subscription period as specified in the plan level and shall be automatically renewed for additional periods of the same duration as the initial subscription period, unless either party requests termination at least thirty (30) days before the end of the then-current term.
In addition to any other remedies, it may have, either party may also terminate Services upon thirty (30) days’ notice (or, in Robinize’s case, without notice in the case of nonpayment by Customer or other good cause) if the other party materially breaches any of the terms or conditions of this Agreement.
Upon any termination, Robinize will make all Customer Data available to the Customer for electronic retrieval for thirty (30) days. Still, after that, Robinize may, but is not obligated to, delete stored Customer Data.
Upon termination of Services, Customer will pay in full for the Services up to and including the last day on which the Services are provided.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Robinize shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled or unscheduled maintenance, either by Robinize or by third-party providers, or because of other causes beyond Robinize’s reasonable control. Still, Robinize shall use reasonable efforts to provide advance notice in writing or email of any scheduled disruption to Services. However, Robinize does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty on the results obtained from the use of the Services. Except as expressly outlined in this section, Services are provided “as is,” and Robinize disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement of the rights of any other individuals or entities.
Robinize shall hold Customer harmless from liability to third parties resulting from infringement by the service of any United States patent or any copyright or misappropriation of any trade secret, provided Robinize is promptly notified of any and all threats, claims, and proceedings related to it and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Robinize will not be responsible for any settlement it does not approve in writing. The preceding obligations do not apply for portions or components of the Services:
If due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Robinize to be infringing, Robinize may, at its option and expense:
Notwithstanding anything to the contrary, Robinize and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Robinize’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Robinize for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Robinize has been advised of the possibility of such damages.
Suppose any provision of this Agreement is found to be unenforceable or invalid. In that case, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by the Customer except with Robinize’s prior written consent. Robinize may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Robinize in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs, expenses, and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Bosnia and Herzegovina without regard to its conflict of laws provisions.