Terms of use for Robusta

Robusta Dev Ltd., (“Robusta”, “our”, “we”, or “us”) offers its customers (“Customer(s)”) an online Software-as-a-Service platform (“Software”), which is intended to allow our Customers to monitor their Kubernetes cluster and respond to issues that arrive in such clusters, Robusta may also provide to its Customers additional, proprietary software, products, and services. In addition, our websites located at https://robusta.dev/, https://platform.robusta.dev, or other subdomains under robusta.dev.  (respectively “Robusta Website”, “Platform Website”, collectively referred to as the “Websites”) offer visitors thereto (“Visitors”) information about our company, technology, and information regarding our Software (if such are made available). The Websites together with the Software and related services, except if specifically otherwise designated, shall be referred to herein as the “Services”. “Users” or “you” refer to: (I) Customer’s first user of the Software (“Customer Admin(s)”); (II) end users invited by Customer and/or by Customer Admin (namely employees and any other Customer personnel) and who use or access the Services under Customer’s account (the “Customer End User(s)”); and (III) Visitors. Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.

Attention - Please read these terms carefully before using the software and services. If you do not agree to these terms, please do not enter, connect to, access or use the services and/or website in any manner.
If you are the first person from your organization to use or access the services in your capacity in your organization, you agree that you shall be deemed a customer admin for the purpose of these terms, unless you actively notify us through the software that you have designated another end user of the customer to act in such capacity. Customer admin hereby represents, agrees and acknowledges that (I) it has been designated by customer and has full legal authority to use and register to the services and bind customer to these terms; (II) these terms govern your use of the services however they were acquired, including without limitation directly via robusta, through an authorized distributor or reseller, all per an ordering document or any applicable online form acceptable to robusta (if any); and (III) these terms also constitute a binding contract between customer and robusta.
Any separate written agreement entered into between Robusta and Customer with respect to use and access to the Software, shall take precedence over conflicting provisions in these Terms.





“Affiliate” means any entity that Controls, is Controlled by, or under common Control with either of the Parties, where “Control” means having the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.

“Documentation” means the instructions, user guides, manuals, and release notes provided, or made available by Robusta, at any time, in printed and/or electronic form, that describe the installation, operation, use or technical specifications of the  Software.

“Updates” means any unspecified updates, service patches, or releases made to the Software from time to time which may enhance or improve on existing features, or functions, modules, and technology which are generally made available by Robusta to its customers at no additional costs.

“Upgrades” any new version of the  Software, service patches, or releases thereof which involve the addition of new features and/or new capabilities beyond the existing scope of the features and/or capabilities of the  Software.

Attention - Please read these terms carefully before using the software and services. If you do not agree to these terms, please do not enter, connect to, access or use the services and/or website in any manner.
If you are the first person from your organization to use or access the services in your capacity in your organization, you agree that you shall be deemed a customer admin for the purpose of these terms, unless you actively notify us through the software that you have designated another end user of the customer to act in such capacity. Customer admin hereby represents, agrees and acknowledges that (I) it has been designated by customer and has full legal authority to use and register to the services and bind customer to these terms; (II) these terms govern your use of the services however they were acquired, including without limitation directly via robusta, through an authorized distributor or reseller, all per an ordering document or any applicable online form acceptable to robusta (if any); and (III) these terms also constitute a binding contract between customer and robusta.
Any separate written agreement entered into between Robusta and Customer with respect to use and access to the Software, shall take precedence over conflicting provisions in these Terms.



Registration And User Account


2.1   Account Registration.

In order to use the Services, Customer Admin must register and open an account through the Robusta Website, the Platform Website, or a command line tool provided by Robusta, depending on the specific portions of the Services you wish to use, or as otherwise. directed by Robusta (the “Robusta Customer Account”). Registration may be performed in several manners which we may make available such as through certain credentials (e.g. name, email and password) or social login. We may allow Customer Admin and/or Customer End Users to invite other Customer End Users to join the Robusta Customer Account as end users associated with the Robusta Customer Account. A person receiving such invite from Robusta may choose to join the Robusta Customer Account or if such person is not yet a registered End User, s/he will be required to first register to the Robusta Software and open an End User account (“Robusta End User Account”). For the purposes of this Section 2.1 the Robusta End User Account may also be automatically created upon the provision of certain credentials or other sign-on mechanisms, by providing such credentials or utilizing such sign-on mechanisms you agree to the creation of your Robusta Account. The term “Robusta Account” will collectively refer to the Robusta Customer Accounts and/or the Robusta End User Accounts, as the case may be.

2.2  Customer Admin Permissions

A Customer Admin holds and may delegate, different roles and permissions to Customer End Users as applicable, such as without limitation, to designate other Customer End Users as Customer Admin, allowing certain view and configuration permissions, making payments and placing orders for the Services, etc.

2.3  Account Security.

A Customer Admin holds and may delegate, different roles and permissions to Customer End Users as applicable, such as without limitation, to designate other Customer End Users as Customer Admin, allowing certain view and configuration permissions, making payments and placing orders for the Services, etc.

2.4 Robusta Trial.

We may allow you to register for a free or paid trial of the Services and Software (“Trial”). Any Trials and any use thereof are governed by these Terms.  You acknowledge that we may, in our sole discretion and at any time(s), add, remove, discontinue, edit or otherwise change any part of the Trials (either prospective or ongoing) and the Services made available under such Trials, without notice, and delete any User data provided in the scope of such Trials.



Ownership; Rights To Use; Restrictions On Use


3.1  Robusta Intellectual Property.

‍Any proprietary and intellectual property rights in and to the Software including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Robusta’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein, but excluding any Product Data (Collectively, the “Robusta Properties”), are owned and/or licensed to Robusta or its Affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, foreign laws and international conventions. In the event Customer (including via its Customer Admin or Customer End User) provides Robusta with any suggestions, comments or other feedback relating to the Services, or if Robusta, independently or via its third party service provider generates any knowledge in connection with its provision of the Services and any related services or the use thereof (collectively “Feedback”), whether such Feedback is provided or generated (as applicable) prior to, on or after the effective date, such Feedback is and shall become the sole and exclusive property of Robusta and/or its Affiliates, and Customer hereby irrevocably assigns to Robusta and/or its Affiliates all of its right, title and interest in and to such Feedback.


Customer grants Robusta an irrevocable, perpetual, non-transferable, non-sub-licensable, non-exclusive, royalty-free right to use, have used, any depersonalized anonymous or statistical data, which does not identify Customer, and any derivative, or data which is derived or deducted by Robusta from Customer’s use of the Services pursuant hereto, for Robusta’s analytics, research, and development purposes.

3.3  Your Use Rights.

Subject to your compliance with these Terms (including the payment of Fees, if any), and unless otherwise agreed in writing between you and Robusta, Robusta grants you a limited, worldwide, non-exclusive, non-assignable, non-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, right, to access and use, where you have purchased a subscription to use and access the Software or where you have registered for a free-tier subscription of the Software (if such is made available by Robusta), all as solely necessary for Customer’s internal business purposes (each, a “Subscription”) will be determined in the Order Form (as defined below) and shall include the contemplated period(s) of the Subscription (the “Subscription Period(s)”). If Customer wishes to extend the Subscription or the Subscription Period(s), such extension shall be subject to additional Order Form(s).


Subject to payment of the Subscription’s fees (“Fees”) which may be specified under a valid Order Form, the activation, access and use of the Software shall be enabled.


Robusta may make available Documentation to Customer for Customer’s internal business purposes and solely in connection with the use of the Services during the Subscription Period(s). Customer may print or copy the Documentation as needed for its own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered as Robusta’s Confidential Information (as further defined). Unless the Documentation is separately referred to herein, all references in these Terms to the Software shall include the Documentation.

3.6  Additional Rights and Restrictions.

The Services are licensed, not sold. These Terms only gives Customer limited rights to use the Services as explicitly set forth in these Terms and Robusta (or its licensors as applicable) reserves all other rights.
The Customer (and any Customer Admin or Customer End User operating on its behalf) agrees that it will not, and will not permit others to (i) work around any technical protections; (ii) modify, translate, reverse engineer, decompile, disassemble the Services, integration or component, and/or any part thereof, or create any derivative work based thereon; (iii) exceed the Subscription as specified in these Terms and applicable Order Form(s); (iv) test the Services or use the Services in connection with any benchmark tests or any other tests or comparisons of which the results are to be published in any form or media; (v) sublicense, transfer, publish or make available to the public or any third party, rent, lease or lend the Services; (vi) use the Services to operate a service bureau or subscription service or for commercial software hosting services; (vii) disclose or attempt to disclose the underlying intellectual property of the Services or any part of, or their sources by any means of dissemination; (viii) represent that Customer possess any proprietary interest in the Services; (ix) directly or indirectly, take any action to contest Robusta’s (or its licensors) intellectual property rights in or in connection to the Services in any way; or (x) use the Services or any of the Software output for the purpose of competing with Robusta.

3.7  Marks and Use of Robusta’s Name.

These Terms do not grant you any rights in and to Robusta’s trademarks or service marks. You will not remove or modify any markings or any notice of Robusta’s proprietary rights.

3.8  Software Minimum Requirements.

you acknowledge and agree that the proper use of the Software may require one or more compatible hardware (e.g., mobile devices, tablets and/or PCs to allow its Users enter the Services), internet access, as further described in the applicable Order Form and/or Documentation provided by Robusta.

3.9 Transfer to a Third Party.

The rights granted to you under these Terms may not be assigned or transferred by you to a third party without Robusta’s prior written consent. Robusta may assign or transfer (i) its rights to receive money under these Terms to any third party without limitation subject only to prompt written notice to you, and (ii) any and all other rights and obligations and undertakings hereunder to any Robusta Affiliate or in connection with a sale or transfer of all or substantially all of Robusta’s assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this Section ‎3.9 (Transfer to a Third Party) shall be void.

3.10 Verification and Reporting.

Solely with respect to a Customer these Terms, for the term of the Subscription Period and for one (1) year after its termination or expiration for any reason whatsoever, at Robusta’s written request, and no more than once in each twelve (12) months’ period (unless Robusta has a reasonable basis to conclude that a breach of the terms of these Terms or any Order Form by Customer, has occurred or is occurring, in which case a request may be made by Robusta more than once annually), Customer shall provide Robusta with a signed statement verifying that the Services and Documentation are being used solely pursuant to the provisions of these Terms. At Robusta’s written request and at a mutually agreed time, which shall be no more than once in each twelve (12) months’ period (unless Robusta has a reasonable basis to conclude that a breach of the terms of these Terms or any Order Form by Customer has occurred or is occurring in which case an audit may be conducted more than once annually), Customer shall grant Robusta access to Customer’s relevant records in order to audit the use of the Services and Documentation. Such audit shall be conducted during Customer’s regular business hours and without impairing Customer’s business operations. If such audit establishes that Customer has used the Software  or Documentation beyond the Subscription set forth in these Terms and in applicable Order Form(s), Robusta shall be entitled to charge Customer for the costs of performing the audit in addition to Robusta’s standard price list for such additional use of the Software and Documentation.





Prior to and during the term of the Subscription Period under these Terms, Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Software in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that, unless otherwise prohibited by applicable law, Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon User’s written request, Robusta shall return or permanently destroy all Product Data related to User in its possession.


Order Form


5.1  Order Form

We may require you to execute a purchase order in order to allow you access or to subscribe to the Services (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (the “Fees”), the scope of the Services, subscription plan and term, termination rights, additional payment and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by click-accepting an Order Form  displayed through the website or otherwise in an online form, or by mutual acceptance in writing.

5.2 Payment of Fees

We may allow several means of payment such as bank transfer, payment through an online payment gateway, and other means we may make available from time to time. If we make online payment available through our Services such payment option is executed via third party payment clearance service providers or payment gateway providers, such as PayPal, Stripe, Paddle, etc. (the “Payment Services”) that may be integrated and embedded in the Services. If you choose to proceed with an online payment, then you: (i) agree to review and be bound by the relevant Payment Services’ terms of use and privacy policy; (ii) acknowledge that you may need to hold, or register, an active account at such Payment Services in order to complete a purchase and (iii) acknowledge that confirmation or rejection of your payment is not performed by Robusta. We are not responsible or liable for any activities or conduct of any Payment Services, and you agree to hold us harmless, and expressly release us, from any and all liability arising from or in connection with any payment activity performed on our Services.


Unless otherwise agreed between the Parties in an Order Form, all Order Forms are final and may not be cancelled or terminated for convenience by User or Customer. Robusta may cancel or terminate an Order Form at any time, for convenience, by providing written notice (including by email), provided that in such event Robusta shall refund to User/Customer any pre-paid unused Fees.


Unless otherwise set forth in an Order Form, any Fees owed by you to Robusta shall be paid to Robusta in advance of the provision of the relevant Services.


Unless otherwise specifically stated in the Order Form, any discounts provided will apply only to the specific term they were granted. Support and maintenance services and/or professional services are optionally available to Customer subject to payment of applicable Fees. Customer is responsible for payment of any taxes resulting from the acceptance of the Subscription or from the possession and use of the Services. If any taxes are required to be withheld at source and remitted to the authorized tax authority, Customer shall pay an amount to Robusta such that the net amount payable to Robusta after withholding of taxes shall equal the amount that would have been payable under these Terms if such withholding was not applied.



Privacy Policy; Product Data


6.1  Robusta Privacy Policy.

We respect the privacy of our Users and are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. Such personal data may be obtained directly from Customer End Users or Customer Admins (as data subjects) or from the Customer Admin or Customer where such personal data pertains to other Customer End Users, from our Visitors  or from our service providers all in accordance with the Privacy Policy (“User Data”). By accessing or using the Services you agree to the Privacy Policy.

6.2 Authorization to share Product Data.

You hereby represent and warrant that you have the full right, permissions and consents to provide (or allow Robusta to collect) User Data and any other data and information you make available, through the Services (collectively, “Product Data”) under these Terms. You further represent that when providing (or allowing Robusta to collect) Product Data to Robusta, such Product Data shall not include any personal data (or any cognate term under applicable law) and that to the extent any personal data is contained in such Product Data, Customer, and not Robusta, shall be fully liable to any use, collection and/or processing of such personal data.

6.3 Use of Product Data.

You hereby grant Robusta a non-exclusive, assignable, non-transferable license to use Product Data you made available to us in the scope of your use or access to the Services (including for the collection, storage, processing, analysis, display, transfer, troubleshooting and creation of derivatives, thereof) for the purpose of providing and optimizing the Services to you and to the Customer with which your account is associated, as contemplated hereunder. Robusta will store and maintain Product Data for such period of time necessary for it to provide the Services to you or to Customer (as the case may be).



Support And Maintenance; Professional Services



During the Term, solely during the term of payment-based Subscription by a Customer, such Customer will be entitled to receive Robusta’s standard customer support services (“Support Services“) during CET normal business hours (9:00 a.m. to 5:00 p.m., Monday-Friday). Subject to additional Fees, Customer may be entitled to receive enhanced Support Services in the event such are included under the applicable Order Form.


Unless otherwise indicated in the Order Form, the Support Services do not include, however, any configuration, integration, customization, training, or other professional services (“Professional Services”) with respect to the Services. If Customer desires to receive any Professional Services, such Professional Services shall be governed by a separate professional service agreement to be agreed upon in writing between the Parties or as described in the Order Form.



Third-Party Components


Third-Party Components and Services. Robusta may include with or embedded in the Software (as necessary or advisable for the operation of the  Software) certain third-party software components ("Third-Party Components"). Such Third Party Components may be subject to separate terms and conditions. Robusta may integrate Microsoft Azure AI-powered tools, based on language models including the GPT-4, GPT-35-Turbo, and embeddings model series (the “GPT Services”) as part of the Services. The use of the GPT Services as integrated within the Software, shall be governed solely by Azure OpenAI’s Terms Of Service https://www.microsoft.com/licensing/terms/productoffering/MicrosoftAzure/EAEAS (the “Azure OpenAi Terms”). We encourage you and Customer End User(s) to read the Azure OpenAi Terms carefully before using the GPT Services. Customer and its Customer End User(s) use of the GPT Services shall be at Customer’s sole responsibility and Robusta shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with the use of the GPT Services and does not offer any SLA guarantees relating to GPT Services. Robusta does not control the output generated from the GPT Services (“Output”), and does not make any guarantees about the accuracy, currency, suitability, or quality of the Output. Robusta assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Output or violation of any third party rights related to such Output. Without derogating from the above, Robusta may integrate, from time to time, and at its sole discretion, similar AI-powered platforms for its Services. In such case, Robusta shall bear no responsibility regarding the use of such platforms and the output generated from them as described above with respect to GPT Services. Furthermore, Robusta reserves the right to suspend or terminate your access to the GPT Services integration at any time if you violate the above-mentioned terms or if such action is necessary to protect its interests, the security of the integration, or the rights of third parties. Without derogating from the generality above, Robosta reserves the right to limit or suspend the Customer, temporarily or permanently to the GPT Services.



Representations And Warranties


Customer (and any person operating on its behalf hereunder) and/or User represents it is compliant and cause anyone on its behalf to comply with all applicable laws, rules, regulations, and guidelines relating to the use of the Services under these Terms or any part thereof (and the Services hereunder may be deemed as “commercial computer software” and “commercial computer software documentation” pursuant to applicable regulations). The Customer further agrees not to engage in any illegal activity. The Customer also acknowledges that Robusta reserves the right to notify its customers or appropriate law enforcement in the event of such unlawful activity. Both Parties shall comply with the U.S. Export Administration Regulations and any other applicable export laws, restrictions, and regulations to ensure that the Services and any technical data related thereto are not exported or re-exported directly or indirectly in violation of or used for any purposes prohibited by such laws and regulations.



Software Warranty; Disclaimers


10.1 Limited Software Warranty.

Robusta warrants, for Customer’s benefit alone, that the Software as provided by Robusta, if operated as directed and in accordance with the Documentation and herewith, shall operate substantially in accordance with the express functional specifications in the Documentation. Robusta warrants that it has the requisite authority to execute, deliver, and perform its obligations under these Terms and that doing so will not violate any preexisting contracts or agreements.

10.2 Disclaimers.

The software is complex computer software. its performance will vary depending on the users devices, software interactions, the configuration of the software and other factors. Except for the express warranties stated above, the software is neither fault tolerant nor free from errors, conflicts, or interruptions and robusta does not warrant or guarantee that the software will meet customer’s requirements, that the software will operate error-free, that customer’s use of the software will be uninterrupted, that it will be compatible with all of customer’s equipment or software configurations or that robusta will correct all errors in the software. In addition, notwithstanding anything to the contrary, robusta shall have no responsibility or liability for problems caused by modifications or customizations to the software made without robusta’s written approval. except for the warranties set forth in section ‎‎10.1 (“limited software warranty”) above the software and the documentation are provided “as-is”, and robusta expressly disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, quality and/or fitness for a particular  purpose. Robusta does not warrant that the operation of the services, and/or software is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations. You agree and acknowledge that the use of the services, including use of and/or reliance on any content available therein, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk

10.3 Exclusive Remedies.

For any breach of the warranties contained in Section ‎‎10.1 (Limited Software Warranty), Customer’s exclusive remedy, and Robusta’s entire and sole liability under these Terms, shall be to use reasonable commercial efforts to repair or replace the Software so that it operates as warranted; provided that (i) Customer has fully paid all due Fees, (ii) Customer is not otherwise in breach of these Terms, and (iii) Customer has reported in writing to Robusta the claimed failure promptly upon discovery. If Robusta is unable to repair or replace the Software within thirty (30) days of receiving such notice from Customer, Robusta will be entitled to terminate these Terms and refund any prepaid unused amount of the Fees covering the remainder of the current Subscription Period(s) after the effective date of termination. Robusta may disclaim any obligation or liability under this Section ‎‎. 10 (“Software Warranty; Disclaimers”) if the Software has been: (i) altered, modified, or serviced other than by Robusta; (ii) used in a manner other than as specified in the Documentation; or (iii) if Customer violated the Subscription’s scope and/or the restrictions set forth under Section ‎‎3 (“Ownership;Right to Use; Restrictions on Use”) hereto. The warranty shall not apply if the Software is used in any manner other than the unmodified version of the Software as was designed to be used as described in the Documentation or in the applicable Order Form.





11.1  Robusta Indemnification.

Solely with respect to a paying Customer subject to a non-free-tier Subscription, Robusta shall defend, indemnify, and hold Customer harmless at Robusta’s sole cost and expense, for any claim, suit, expenses, damages, or proceeding brought against Customer which alleges that the Software, as delivered and used in accordance with the terms of these Terms, infringes any third party patent, copyright, or other intellectual property right (a “Claim”). Robusta will pay the amount of any final judgment or settlement of such Claim awarded against Customer, provided that Customer gives Robusta written notice promptly upon becoming aware of such Claim or threat of Claim, including full information and reasonable assistance in its defense or settlement and allows Robusta to assume full control of the defense and settlement of such Claim, provided that any settlement intended to bind Customer shall not be final without Customer’s written consent, which consent shall not be unreasonably withheld. This Section ‎‎11 (“Indemnification”) is the sole and exclusive remedy of Customer in connection with any Claim.

11.2 Customer Indemnification.

You release, and agree, at your own expense, to indemnify, defend and hold harmless Robusta, our officers, directors, employees, agents and affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees related in any way to: (i) your breach of any term or condition of these terms, (ii) your use of, reliance on or access to the services; (iii) any rights of a third party with regard to your product data, including privacy or intellectual property rights. We will provide you with written notice of such claim, suit or action and we will allow you to assume the exclusive defense and control of any matter subject to indemnification by you hereunder as long as you conduct such defense diligently.

11.3 Limitations on Indemnity Obligations.

Robusta shall have no liability for any claim of infringement based upon: (i) modification of the Software not approved by Robusta; (ii) use by Customer of a superseded or altered release of the Software or Documentation if such infringement would have been avoided by the use of a current unaltered release of the Software  or Documentation that Robusta made available to Customer; (iii) the combination, operation or use of the Software  furnished under these Terms with software or hardware not furnished or approved for such combination, operation or use by Robusta if the infringement would not have arisen but for such actions.

11.4 Remedies.

Without in any way limiting Robusta’s obligations to indemnify and defend Customer under Section ‎‎11.1 (Robusta Indemnification), if an injunction is obtained (or may be obtained according to Robusta’s full discretion) in such action against Customer’s use of the Services, Robusta may, at its option and expense, either: (i) obtain for Customer the right to continue to use the Services; (ii) replace the Services with a product with substantially equivalent functionality; or (iii) modify the Services so that it becomes non-infringing, while maintaining substantially equivalent functionality. If (i), (ii) or (iii) above are not commercially practical, then Robusta may elect, as Customer’s sole remedy, to give Customer a refund of prepaid Fees on a prorated basis from the date the Software became unavailable for Customer’s use and shall be entitled to terminate these Terms and any Order Form.



Limitation Of Liability


To the extent permitted by applicable law, whatever the legal or equitable basis for the claim, robusta or any of its affiliates or suppliers, will not be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for lost profits or revenues, business interruption, loss of goodwill, computer failure or malfunction, loss of data or business information, or any and all other commercial damages or losses) arising in connection with this agreement or from the use of or inability to use the software support services or professional services, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. Robusta’s maximum aggregate liability for damages arising out of or related to this agreement will be limited to the annual fees paid to robusta hereunder as set forth in the applicable order forms (if any).


13.   User Eligibility.


You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.



Amendments To These Terms


Robusta may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of the Services and/or we will send you notifications regarding such changes to the e-mail address available in your Robusta Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.





With Customer’s prior written consent, Robusta may use Customer’s name and logo in publicly available sources to identify Customer as a customer of Robusta, such as use on Robusta’s website and marketing materials. Any such consent terminates upon termination of these Terms.





16.1 Severability.

In the event any provision or part of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal, and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.

16.2 Waiver.

No waiver of any breach of these Terms will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party. The failure of either Party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

16.3 Entire Agreement.

These Terms, including any referenced written addenda, Order Forms and exhibits constitutes the entire agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to its subject matter. These Terms may not be modified or amended except in writing signed by a duly authorized representative of each Party.

16.4 Governing Law and Jurisdiction.

The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the State of New York as if performed wholly within New York and without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the courts located in New-York to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter. The Parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms.

16.5 Headings.

The paragraph headings in these Terms have been inserted merely for convenience and shall not affect the rights and obligations of the Parties or the meaning of the language in these Terms.

16.6 Assignment.

You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms, without Robusta’s prior express written consent. For the avoidance of doubt, you may assign these Terms to another entity, in connection with a merger, acquisition, or sale of all or substantially all of its assets or shares (except for an assignment to a competitor of Robusta), provided that you deliver us with prompt written notice of such assignment. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Software and Services (or any part thereof) to a third party without your consent or providing any prior notice