Terms of Service
As a user of RoboMQ, you agree to the following terms and conditions and any policies or amendments that may be presented to you from time to time (collectively, the “Terms”).
Use of RoboMQ Services
RoboMQ.io, Inc. (“RoboMQ”) provides cloud application services to you in the form of RoboMQ, IoT & SaaS Integration platform, Messaging middleware,ThingsConnect, Hybrid Messaging Cloud, Microservice platform, and other services that may from time to time be offered (“RoboMQ Services”), provided that you are of legal age and standing to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access RoboMQ Services, you may be required to provide current and accurate identification, including a valid email address, and other information as part of the registration process and/or use of RoboMQ Services. You are responsible for maintaining the confidentiality and security of your tenant credential i.e. account and password, and are responsible for all activities that occur under your account. RoboMQ cannot and will not be liable for your failure to comply with this security obligation.
You agree that you are responsible for the conduct of the messaging, data processing, data caching, and other service and application activity that you manage, run, and/or operate through or via the use of RoboMQ Services and such conduct shall be only for purposes that are legal, proper and in accordance with the provisions of these Terms and the RoboMQ Applicable Use Policy.
You agree to immediately discontinue any use of RoboMQ Services that violates the Applicable Use Policy. RoboMQ reserves the right (but shall have no obligation) to take actions necessary to discontinue, disable, or otherwise take-down any use of RoboMQ Services that do not adhere to the Applicable Use Policy. You agree to take appropriate measures to protect access to any sensitive data transmitted to or processed within RoboMQ Services by taking appropriate measure that include making use of SSL/TLS endpoints, authenticating outbound traffic from RoboMQ Services to your systems, maintaining the confidentiality of your login user and passwords, whitelisting of IP addresses ranges (where applicable), ensuring messages are encrypted in transit and at rest, and limiting data retention within the RoboMQ Services. You further acknowledge that you are solely responsible for maintaining and backing up any data, code, or applications that RoboMQ Services may access or interact with. You agree that you will not engage in any activity that interferes with ordisrupts RoboMQ Services, operations or servers or networks connected to RoboMQ Services and that you will access RoboMQ Services only through the interfaces and commands generally made available by RoboMQ, unless otherwise provided for under a separate agreement. Users outside of the United States agree to comply with their own local rules and regulations regarding online conduct, including laws regulating the export of data to and from the United States or your country of residence.
A valid credit card is generally required for paying accounts (and may be required for additional trial resources) except for the separate agreement where payments are done via check/ACH mechanism.
Billing for RoboMQ services will be on a monthly basis unless otherwise noted on the Pricing page for RoboMQ Services or as described in a separate Purchase Order Form. All payments are non-refundable.
Any upgrade in plan level will be charged at the new rate in the month in which the change is made. (Pro-rata discounts shall be applied on an approximate basis if a plan is selected after the second week of the month for that month.) Any downgrade in plan level will be charged at the new rate for the month following the date of the plan change.
Resource usage that extends beyond the plan amount will be billed at “pay as you go rates” on a usage-based basis. Additional resource rates are listed on the Pricing page for each service. Note that you can limit RoboMQ Services usage to a plan amount on a service-by-service basis via settings in the Plans section of your account page.
All development and professional services including but not limited to jump start packages will be billed individually per the price and terms detailed in the Purchase Order Form. Typically the service engagements will be billed monthly on the basis of the actual services delivered during the month.
Downgrading a subscription plan may cause the loss of features or diminished capacity of your account. RoboMQ does not accept any liability for such loss.
Usage-based plans, if offered, will be billed by resource usage as applicable for each Service. Charges are solely based on RoboMQ’s measurements of your usage, unless otherwise agreed to in writing.
All fees are exclusive of all taxes (including, without limitation, sales and use taxes), levies or duties imposed by any national, federal, state or local taxing authorities other than United States (federal or state) net income taxes (collectively, “Taxes”). You shall be responsible for payment of all such Taxes, if any, and shall either by being billed for such Taxes at the time of monthly billing, or reimbursing RoboMQ for the full amount of Taxes required to be paid by RoboMQ within 30 days after receipt of an invoice therefore.
Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). RoboMQ reserves the right to suspend the provision of RoboMQ Services to you for any late payments. You are responsible for paying all reasonable expenses and attorneys fees RoboMQ incurs collecting late amounts. To the fullest extent permitted by law, (1) you waive all claims relating to charges unless claimed within 60 days after the charge has been attempted (this does not affect your credit card issuer rights) and (2) refunds (if any) are at the discretion of RoboMQ and shall be in the form of credit for RoboMQ Services.
RoboMQ may change its fees and payment policies for RoboMQ Services at any time unless the pricing for the agreed plan have a term specified in a separate Purchase Order Form. In the event such changes might have a monetary effect on paying customers, RoboMQ will notify affected customers at least thirty (30) days prior to the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on RoboMQ website.
Each party may have access to information of the other party that is confidential and/or proprietary (“Confidential Information”). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential (whether disclosed in writing, orally or by inspection of tangible objects). RoboMQ’s Confidential Information shall include, but not be limited to, the Software, Subscription Service, Documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, Customer names, prospective Customer names, the terms and pricing under this Purchase Order Agreement, and the results of any comparative or other benchmarking tests with respect to the Software or Subscription Service, in each case regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential and oral information that is identified by either party as confidential.
A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required to by law or valid order of a court or other governmental authority; provided, however, that the responding party shall first have given notice to the other party to enable the disclosing party to seek a protective order or take other appropriate action.
Unless otherwise required by applicable law, the parties shall not make each other’s Confidential Information available in any form to any third party (except third parties who are Users or Customers) or use each other’s Confidential Information for any purpose other than as authorized under this Agreement. Each party shall take all commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties shall hold each other’s Confidential Information in confidence both during the term of this Agreement and for a period of five (5) years after any termination of this Agreement. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to obtain immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.
RoboMQ claims no ownership or control over any messages, content, code, or data (collectively “Service Data”) sent, received, submitted, run, accessed, functions performed or otherwise processed by you using RoboMQ Services. You or a third party licensor, as appropriate, retain all intellectual property rights including patent, trademark and copyright to such Service Data and mechanisms. By using RoboMQ Services, you give RoboMQ a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, and distribute the Service Data for the sole purpose and only to the extent necessary to enable RoboMQ to provide you with the RoboMQ Services. You agree that RoboMQ may make reasonable use of your name and logos in marketing materials and webpages for the purpose of advertising or publicizing your use of RoboMQ Services. Such use shall be in accordance with any trademark guidelines you may have in place.
RoboMQ grants you a personal, worldwide, non-transferable, and non-exclusive right and license to use RoboMQ Services subject to these Terms; provided that you or any third party enabled by you do not copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right to RoboMQ Services or RoboMQ intellectual property. You acknowledge and agree that RoboMQ Services and any necessary software used in connection with RoboMQ product and services may contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. RoboMQ retains all rights not expressly granted to Customer in this Agreement including all right, title, and interest in and to the RoboMQ products and services and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual property and proprietary rights.
No Unauthorized Use or Resale
You agree not to resell any RoboMQ Service to any third party or make RoboMQ Service available to any third party unless specifically authorized in a separate written agreement.
You may discontinue your use of RoboMQ Services at any time. If you cancel RoboMQ Services under a monthly plan before the end of the current month, your cancellation will take effect at the end of the month and you will not be charged for any period after the month in which RoboMQ Services have been cancelled.
If you are on RoboMQ Services plan in accordance with the terms set forth in an Purchase Order Form specific to you, your cancellation will take effect according to the terms and conditions set forth in the Purchase Order Form. In absence of termination terms definition in the purchase order form, the applicable terms will be the above listed ones. Usage-based plans and software development services will be billed for as long as services charges are being incurred. You agree that RoboMQ may at any time and for any reason terminate your access to RoboMQ Services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to RoboMQ Services, your account, any project links or any Service Data. Sections – Proprietary Rights, Termination, Indemnity, Disclaimer of Warranties, Limitations of Liability, Exclusions and Limitations and General Information – of the Terms, shall survive expiration or termination.
You agree to hold harmless and indemnify RoboMQ, and its subsidiaries, affiliates, officers, directors, agents, employees, contractors, licensors, suppliers, or partners from and against any third party claims, including any liability or expense arising from all claims, losses, damages, law suits, judgments, litigation costs and attorneys’ fees, of every kind and nature (collectively, “Claims”), arising from or in any way related to (a) your breach of the Terms, (b) your use of RoboMQ Services in a manner not permitted under these Terms, (c) your violation of applicable laws, rules or regulations in connection with RoboMQ Services, or (d) your messages, code, or processes and jobs, including any liability or expense arising from all claims, losses, damages, law suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, RoboMQ will provide you with written notice of such Claim.
Disclaimer of Warranties
Except as expressly set forth in this Agreement, RoboMQ, and its subsidiaries and affiliates and its licensors, makes no express or implied warranties of any kind with respect to RoboMQ Services including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose. The RoboMQ website and RoboMQ product and services are provided on an “AS IS” and “AS AVAILABLE” basis. The entire risk as to the quality and performance of the user of RoboMQ Services is with you. RoboMQ does not warrant that RoboMQ Services will meet your expectations or requirements or that the service will be uninterrupted, timely, or error-free including any errors or omissions in the provision of RoboMQ Services.
Limitations of Liability
IN NO EVENT SHALL RoboMQ BE LIABLE TO YOU FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. YOU FURTHER WAIVE ANY CLAIM CONCERNING PERFORMANCE OR NONPERFORMANCE BY RoboMQ PURSUANT TO OR IN ANY OTHER WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, OR FOR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND INFRINGEMENT. IN THE EVENT A COURT DISALLOWS THE EXTENT OF SUCH WAIVER, YOUR SOLE REMEDY SHALL BE THE ACTUAL DAMAGES UP TO THE AMOUNT ACTUALLY PAID BY YOU TO RoboMQ FOR THE RoboMQ SERVICE OR ITEM DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE FOR THE RoboMQ SERVICE.
Exclusions and Limitations
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this terms and conditions. In the event a jurisdiction does not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability, only the above limitations which are lawful in your jurisdiction will apply to you and RoboMQ’s liability will be limited to the maximum extent permitted by law.
Updates and Notices
We may update these Terms in the future and we may choose to provide you with notices, including changes to the Terms, by email, regular mail, or postings regarding RoboMQ Services. You will be able to find the most current version of this agreement at the Term section of the RoboMQ website. By providing RoboMQ with your email address, you consent to RoboMQ using this email address to send you any notices required by law in lieu of communication by postal mail.
Applicable Law. These Terms represent the complete agreement concerning subject matter hereof. The Terms and the relationship between you and RoboMQ shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and RoboMQ agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fairfax, Virginia.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
Waiver and Severability of Terms. The failure of RoboMQ to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of this contract is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
Force Majeure. RoboMQ shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of RoboMQ Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Disclosure of Information. RoboMQ may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. RoboMQ shall not be liable for any use or disclosure of such information by such third parties.
All questions and clarifications regarding these Terms of Service and/or the pricing and billing practices of RoboMQ should be directed to firstname.lastname@example.org or by mailing RoboMQ Legal, 8260 Greensboro Drive, Ste. A32, McLean, VA 22102.