Effective date September 25th, 2023
The ElectroNeek General Terms and Conditions
THESE ELECTRONEEK TERMS AND CONDITIONS (THESE “TERMS AND CONDITIONS”) ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, WHO WILL BE REFERRED TO IN THESE TERMS AND CONDITIONS AS “END USER”, “CUSTOMER” OR “YOU”) AND ELECTRONEEK ROBOTICS, INC., A DELAWARE CORPORATION (“THE ElectroNeek”) FOR THE USE OF THE SERVICES PROVIDED BY THE ElectroNeek AND, TO THE EXTENT REQUIRED, THE SOFTWARE REQUIRED TO DELIVER OR TO CONNECT TO THOSE SERVICES (“SOFTWARE”).
IF YOU AN INDIVIDUAL WHO IS ENTERING INTO AND ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO AND ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF THE RELEVANT BUSINESS ENTITY.
1. DEFINITIONS
“Related Companies” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where “Control” means control of greater than 50 % of the voting rights or equity interests of a Party;
"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
“Authorized Users” means those Customer´s employees or consultants to whom Customer provides (or that the ElectroNeek provides at User’s request) user identifications and passwords to User’s account, and who must agree to be bound by these Terms and Conditions. Authorized Users do not include any direct or indirect competitors of the ElectroNeek or any person or entity developing a competing service, and their respective Related Companies, officers, directors, managers, members, employees, contractors, and agents, as well as any person or entity that has an economic or other interest therein. User is responsible for use of the ElectroNeek Services by its Authorized Users and any party who accesses the ElectroNeek Services with User´s or an Authorized User’s account credentials. The activation of additional users could be subject to additional costs depending on the type of plan Users subscribe to.
“Billing Period” means the period for which you agree to prepay fees under a License Order. This may be the same length as the License Term specified in the License Order, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months. On the other hand, if you subscribe to a Subscription Service for one (1) month, the Billing Period will be 1 (one) month.
“Claim” means a claim, action, or legal proceeding filed against a Party;
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by these Terms and Conditions, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of User Content as contemplated by these Terms and Conditions, User Content is deemed Confidential Information of User. ElectroNeek software and Documentation are deemed Confidential Information of ElectroNeek. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information.
“Development Outputs” means any programs, artifacts, charts or workflow diagrams created by the User using ElectroNeek RPA Platform, and the definition shall be construed to include any User Data;
“ElectroNeek” means ElectroNeek Robotics, Inc. located at 701 Brazos Street, Suite 640 Austin, Texas 78701, USA.
“ElectroNeek Partner” means an entity with which ElectroNeek has a valid partner contract in place for promoting or reselling and distributing the ElectroNeek RPA Platform or for placing and processing orders from end users;
“ElectroNeek RPA Platform” means the suite of software components and any software templates for automation projects, or other software, created, made available or published by ElectroNeek and licensed to User under these Terms and Conditions, including Manuals, together with all Improvements.
“ElectroNeek Services” means all the services provided by ElectroNeek through ElectroNeek RPA Platform.
“Improvements” means all versions, updates, corrections, improvements, developments, modifications, enhancements, variations, derivative works, scripts, any customizations, adaptations or extensions of feature sets of any of the ElectroNeek RPA Platform components, or any software referenced herein, created or acquired by ElectroNeek;
“Intellectual Property Rights” means all common law or statutory rights throughout the world in, arising out of or associated with: (a) all trademarks, service marks, trade dress, logos, trade names, internet domain names and all other indicia of origin, together with all applications, registrations and renewals associated with any of the foregoing, (b) inventions (whether or not patentable or reduced to practice), and all patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisions, extensions, and reexaminations in connection therewith and counterparts thereof, (c) works of authorship (whether or not copyrightable), copyrights and all applications, registrations and renewals associated therewith and all data, databases and database rights, (d) trade secrets, know-how and proprietary and other confidential information, including improvements, technologies, processes, methods, protocols, specifications, plans, techniques, technical data, customer and supplier lists, pricing and cost information and business and marketing plans, reports and proposals), (e) software (including source code, executable code, systems, tools, data, databases, applications, firmware and related documentation) and (f) any similar or equivalent rights to any of the foregoing anywhere in the world. “Intellectual Property” shall mean any material or content of any nature containing Intellectual Property Rights.
“License Fee(s)” means the fees payable by User for the ElectroNeek RPA Platform components, as set in the applicable License Order document or another document signed by the Parties;
“License Order” means the order form or other written document for the ElectroNeek RPA Platform or related services that is either (a) executed between ElectroNeek and User or (b) the document executed between an ElectroNeek Partner and User, substantially in the form provided by ElectroNeek.The License Order is the form that ElectroNeek approved form created following User´s purchase of one of our products or services through Salesforce. It contains all of the details about User´s purchase, including the License Term, products and services purchased and fees.
“License Term” means the duration of the license for ElectroNeek RPA Platform (or for the provision of Professional Services), as specified in the License Order, or any shorter term as an effect of the termination of the Agreement;
“License Key” means an electronic activation key that authorizes the use of the ElectroNeek RPA Platform components;
“Manuals” means the materials available on ElectroNeek website;
“Party” and/or “Parties” indistinctly means ElectroNeek and the User;
“Professional Services” means any consulting, training, implementation, or technical services provided by ElectroNeek, directly or through subcontractors, to a User.
“Software” means the object code version of any software to which User is provided access as part of the Service, including any updates or new versions.
“Subscription Service” means all of our web-based applications, tools and platforms that Users have subscribed to under an License Order or that ElectroNeek otherwise make available to you, and are developed, operated, and maintained by us, accessible via ElectroNeek RPA Platform.
“Terms and Conditions” means these terms and any other terms referenced in this document;
“User” and/or “Customer” indistinctly means the entity identified in the License Order as “User” or otherwise identified in the License Order as the End User; For the avoidance of doubt, if a User Related Companies places a License Order under these Terms and Conditions, such Related Companies shall be deemed as “User” for the purpose of that License Order;
“User Data” means any information that is imported by or on behalf of User into the ElectroNeek RPA Platform from its internal data stores or other sources not supplied by ElectroNeek. In this regard, means all of User´s files, designs, models, data sets, images, documents or similar material or information inputted, edited, authored, generated, managed, submitted, transmitted to, stored, or otherwise used in connection with the ElectroNeek Services by User;
2. LICENSES AND ORDERING PROCESS
2.1. License. ElectroNeek grants to the User a limited, non-exclusive right to use the components of the ElectroNeek RPA Platform specified in the License Order during the License Term in accordance with ElectroNeek Licensing Models and Manuals as published by ElectroNeek from time to time. Users retain all rights, including Intellectual Property Rights, in the Development Outputs created by the User with the ElectroNeek RPA Platform, in accordance with these Terms and Conditions.
2.2. License Order. The License Order is a purchase order that is placed with ElectroNeek Robotics, Inc. It means the ElectroNeek approved form or online subscription process by which Users agree to subscribe to the Subscription Service and purchase ElectroNeek Services.
2.3. Ordering Process. All License Orders with ElectroNeek for any ElectroNeek RPA Platform components during the term of these Terms and Conditions will be deemed to be subject to the provisions of these Terms and Conditions, irrespective if a reference to these Terms and Conditions is made within the License Order or not.
2.4. License Term. The License Term commences on the date ElectroNeek delivers the License Key (“Effective Date”) and is valid for the term indicated in the License Order. The expiration date of each License Term, as well as the terms regarding the applicable pricing and quantity, including the selected Licensing Model, will be included on each invoice and License Order.
2.5. Orders by User Related Companies. User Related Companies can place orders separately for ElectroNeek RPA Platform by explicitly referencing these Terms and Conditions in the License Order. The User Related Companies will be deemed to have accepted the terms herein and any reference to “User” shall be deemed as a reference to the User Related Companies
3. ELECTRONEEK RPA PLATFORM
3.1. During the License Term, User will receive a nonexclusive, non-assignable, worldwide right to access and use the ElectroNeek RPA Platform solely for internal business operations subject to these Terms and Conditions and up to the number of products documented in the License Order.The usage of ElectroNeek RPA Platform allows USER to launch unlimited numbers of times saved bots from Bot Runners.
3.2. User acknowledges that the License Order is a services agreement and ElectroNeek will not be delivering copies of the Software to User as part of the License Order.
4. RESTRICTIONS
4.1. User shall not, and shall not permit anyone to: (i) copy or republish the ElectroNeek RPA Platform or Software, (ii) make the ElectroNeek RPA Platform available to any person other than authorized users, (iii) use or access the ElectroNeek RPA Platform to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the ElectroNeek RPA Platform or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the ElectroNeek RPA Platform or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Development Outputs, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the ElectroNeek RPA Platform or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, ElectroNeek shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under these Terms and Conditions, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Users agree to assign all right, title and interest it may have in the foregoing to ElectroNeek.
4.2. User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ElectroNeek Services or the Software; modify, translate, or create derivative works based on the ElectroNeek Services or the Software (except to the extent expressly permitted by the ElectroNeek or authorized within the ElectroNeek Services); use the ElectroNeek Services or the Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels; or use the ElectroNeek Services or the Software with any HCustomer represents, covenants, and warrants that Customer will use the ElectroNeek Services and the Software only in compliance with the ElectroNeek’s standard published policies then in effect, if any, (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless the ElectroNeek against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the ElectroNeek Services or the Software. Although the ElectroNeek has no obligation to monitor Customer’s use of the ElectroNeek Services or the Software, the ElectroNeek may do so and may prohibit any use of the ElectroNeek Services it believes may be (or alleged to be) in violation of the foregoing. Customer agrees not to (1) use the ElectroNeek Services or the Software in a way that violates any applicable laws or regulations; (2) distribute viruses or other harmful or malicious computer code via the ElectroNeek Services or the Software; (3) engage in any conduct that disrupts or impedes the ElectroNeek Services or the Software; or (4) engage in “screen scraping,” “database scraping,” “data mining” or any other activity with the purpose of obtaining lists of users or other information from the ElectroNeek Services or the Software or that uses web “bots” or similar data gathering or extraction methods.
4.3 User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the ElectroNeek Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account or the Equipment with or without User´s knowledge or consent.
4.4. Users acknowledge that ElectroNeek invest considerable time and expense in the training of its employees and contractors in the services to be provided under this Agreement. User agrees that during the Term, and for one year after its termination or expiration, User will not directly or indirectly, recruit, solicit or otherwise induce or attempt to induce any ElectroNeek´s employee or independent contractor to leave the employment or independent contractor relationship with the ElectroNeek , nor hire any such employee or independent contractor at any enterprise with which User then linked, or reasonably anticipates becoming linked within the next 12 months, either as a shareholder, member, officer, director, manager, advisor, employee, independent contractor, or customer.
5. PRIVACY AND DATA SECURITY
5.1 User shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the ElectroNeek Services and User Data. User agrees that the ElectroNeek may engage the ElectroNeek Related Companies and the third party sub-processors to process User Data on the ElectroNeek´s behalf in order to provide User with the ElectroNeek Services.
5.2 In the event any User Data is sourced from the European Union/ European Economic Area (“EU/EEA”) or the ElectroNeek Services otherwise involve special privacy or data protection provisions (whether applicable in the EU/EEA or otherwise), the parties may agree to a Data Processing Addendum with additional provisions relating to privacy and data protection.
5.3 Each party will comply with applicable local, state, federal and international law, regulations and conventions related to data privacy, international communications, and the exportation of technical or personal data.
6. THIRD-PARTY ACCESS
6.1. Outsourcing. User may allow its Related Companies, and third-party contractors to operate or access the ElectroNeek RPA Platform solely on User’s behalf, but only for User’s direct business purposes.
6.2. User Responsibility. If User allows any person or entity to operate, use or access the ElectroNeek RPA Platform, User is responsible for ensuring that such person or entity complies with these Terms and Conditions and will be liable towards ElectroNeek as if the actions of that other person or entity would have been its own.
6.3. No Additional Rights. For clarity, the rights granted under this section (Third-Party Access) do not modify the license permissions or increase the number of licenses granted under the License Order and are always subject to the number of licenses actually acquired and the licensing models of the ElectroNeek RPA Platform components, as provided under the Support Terms section.
7. USER RESPONSIBILITIES
7.1 Assistance. Users shall provide commercially reasonable information and assistance to ElectroNeek to enable ElectroNeek to deliver the ElectroNeek Services. Upon request from ElectroNeek, User shall promptly deliver User Content to ElectroNeek in an electronic file format specified and accessible by ElectrNeek. User acknowledges that ElectroNeek’s ability to deliver the ElectroNeek Services in the manner provided in the License Order may depend upon the accuracy and timeliness of such information and assistance.
7.2 Compliance with Laws. Users shall comply with all applicable local, state, national and foreign laws in connection with its use of the ElectroNeek RPA Platform, including those laws related to data privacy, international communications, and the transmission of technical or personal data. User acknowledges that ElectroNeek exercises no control over the content of the information transmitted by User or the Third-Party Access through the ElectroNeek RPA Platform. Users shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
7.3 Unauthorized Use; False Information. User shall: (a) notify ElectroNeek immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to ElectroNeek immediately and use reasonable efforts to stop any unauthorized use of the ElectroNeek RPA Platform that is known or suspected by User or any Third-Party Access, and (c) not provide false identity information to gain access to or use the ElectroNeek RPA Platform or the High Risk Activities.
7.4 Administrator Access. User shall be solely responsible for the acts and omissions of its Third-Party Access or Related Companies. ElectroNeek shall not be liable for any loss of data or functionality caused directly or indirectly by the Third-Party Access.
7.5. User Input. User is solely responsible for collecting, inputting and updating all User Content stored on the ElectroNeek RPA Platform, and for ensuring that the User Content does not (i) include anything that actually or potentially infringes or misappropriated the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
8. SUPPORT TERMS
8.1. ElectroNeek provides Technical Support on issues related to the functionality of the Product, its installation and operation features on standard configurations supported by operating, mail and other systems in the manner and conditions specified in its technical documentation.
8.2. For the implementation of Technical Support, ElectroNeek is entitled to require the User to provide information regarding the license key number and technical characteristics of the equipment.
8.3. Appeals for Technical Support are accepted by e-mail care@electroneek.com. Each letter will be assigned a serial number - Ticket.
8.4. ElectroNeek will not provide Support to User: (i) where any of the ElectroNeek RPA Platform components has been modified or damaged by the User or anyone other than ElectroNeek without ElectroNeek consent or in breach of these Terms and Conditions; (ii) if the Incident is caused by hardware malfunction, User’s negligence, willful misconduct or use of the ElectroNeek RPA Platform components in breach of these Terms and Conditions; (iii) if the Incident is caused due to a third-party software not developed by ElectroNeek.
9. PAYMENT TERMS
9.1. Applicability. If User orders ElectroNeek RPA Platform from ElectroNeek Partner under a License Order with ElectroNeek Partner, these Terms and Conditions apply to User’s use of the ElectroNeek RPA Platform and will prevail in case of any inconsistency between these terms and the ElectroNeek Partner order for which ElectroNeek Partner is solely responsible.
9.2. Invoice and Payment. Users must pay the fees specified in the License Order. All fees are non-cancelable and, save as otherwise provided in these Terms and Conditions, non-refundable.
a) Payment for annual subscriptions. The fees are invoiced annually in advance and due within 30 days from the invoice date unless otherwise specified in the License Order. All invoices will only be delivered electronically to User and will be issued by ElectroNeek Robotics, Inc. ElectroNeek may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any fees that are unpaid during the billing period as of the date of termination or expiration of this Agreement will be immediately due and payable. All fees are stated in United States Dollars, and must be paid by User to ElectroNeek in United States Dollars, unless otherwise specified in the License Order.
b) Payment for monthly subscriptions. The fees are invoiced monthly in advance and due on receipt, unless otherwise specified in the License Order. All invoices will only be delivered electronically to User and will be issued by ElectroNeek Robotics, Inc. ElectroNeek may charge interest at an annual rate equal to the lesser of 1% per year or the maximum rate permitted by applicable law on any overdue fees, from the due date until the overdue amount (plus applicable interest) is paid in full. Any fees that are unpaid during the billing period as of the date of termination or expiration of this Agreement will be immediately due and payable. All fees are stated in United States Dollars, and must be paid by User to ElectroNeek in United States Dollars, unless otherwise specified in the License Order.
9.3. Authorized method of payment. Users must pay the fees specified in the License Order through credit card, debit card, ACH transfer or Wire transfer within the term granted in the agreement. Please note that the method of payment may vary depending on the payment schedule chosen.
9.4. Payment schedules. The Users that opt for the quarterly payment schedule and/or monthly subscriptions, only will be able to pay the fees specified in the License Order through credit or debit card. In the case of annual and semi-annual options, the payment can be made through ACH, Wire bank transfer, debit or credit card. The same method would be applicable for renewals. In this regard, if the User opts to renew the monthly contract or contract with quarterly payment schedule, the payments would be automatically debited from the User´s credit or debit card provided on the dates agreed by the parties.
9.5. Credit and debit card payments. The User that opts for the credit or debit card payment options, agrees that on the dates agreed between the parties for each payment, ElectroNeek is going to automatically debit the payment for each period from the User´s credit or debit card provided. Please note that the same method would be applicable for renewals. In this regard, if the User opts to renew the contract, the payments would be automatically debit from the User´s credit or debit card provided on the dates agreed by the parties.
9.6. Failure to Pay. If User fails to pay any amount due under these Terms and Conditions per the payment terms in the License Order, ElectroNeek will send User a reminder notice. If User fails to pay, ElectroNeek may, in its sole discretion, suspend or terminate the applicable License Order after notifying the User in writing.
9.7. Early Cancellation. In case that User opts to cancel the Annual Subscription the request must be notified in writing to churn@electroneek.com via email in the term of 30 days. We will not provide any refunds of prepaid or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the License Term.
9.9. Taxes. Prices do not include applicable taxes like, but not limited to, VAT and digital services tax. All payments will be made in cleared funds. User shall be responsible for payment of all sales and use taxes, value added taxes (VAT), digital services, or similar charges relating to User’s purchase and use of the services. Users shall not be liable for taxes based on ElectroNeek´s net income, capital or corporate franchise.
9.10. Withholding Tax (“WHT”). User shall comply with all the informative regimes, filing of affidavits and tax returns that could emanate from these Terms and Conditions in their country and, if WHT apply according to local regulations, provide a valid tax receipt verifying payment of the WHT or withholding tax certificate to the relevant tax authority within 30 days from the date of the payment. If User does not provide this tax receipt within the specified time period, then all fees, inclusive of the WHT, will be immediately due and payable, and failure to pay these fees may result in your account being suspended for non-payment.
9.11. Changes. ElectroNeek is entitled to establish its own License Fees, at its own discretion. The License Fees are subject to change by the greater of the increase of the US CPI or 5% on an annual basis from the License Start Date unless otherwise specified in the Annex or Addendum. For the purposes herein, “CPI” means the CONSUMER PRICE INDEX for all Urban Consumers (All Items U.S. City Average 1982–84 equals 100), published by the Bureau of Labor Statistics, United States Department of Labor. For the purposes of determining the annual increase in the CPI, subtract 1 from the fraction whose denominator is the monthly CPI number for January of the calendar year prior to the calendar year that the determination of the annual increase in the CPI is being made and whose numerator is the corresponding monthly CPI number for January of the calendar year in which the determination of the annual increase in the CPI is being made.
9.12. Suspension for Non-Payment. ElectroNeek reserves the right to suspend delivery of ElectroNeek Services if User fails to timely pay any undisputed amounts due to ElectroNeek under these Terms and Conditions. Suspension of the ElectroNeek RPA Platform Account shall not release the User of its payment obligations under these Terms and Conditions. User agrees that ElectroNeek shall not be liable to User or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the ElectroNeek Services resulting from User’s nonpayment.
9.13. Payment Information. Users should keep the Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees, as applicable. In this regard, Users must verify that the address indicated on ElectroNeek RPA Platform is correct and that there are no errors since it will be the one that we will take into account for tax purposes. If you are a User from the United States, your address will determine the sales tax rate to be applied unless you provide a certificate of exemption.
10. THIRD PARTY INTELLECTUAL PROPERTY CLAIMS
10.1. ElectroNeek Obligations. ElectroNeek will defend, at its expense, any third-party Claim against User during the License Term to the extent the Claim alleges that the ElectroNeek RPA Platform infringes the third party’s patent, copyright, or trademark, or that ElectroNeek has misappropriated the third party’s trade secret (“IP Claim”). ElectroNeek will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by ElectroNeek).
10.2. Remedy. In case of any IP Claim, ElectroNeek may: (a) procure for User a license to continue using ElectroNeek RPA Platform under these Terms and Conditions; (b) replace or modify the allegedly infringing components to avoid the infringement; or (c) terminate User’s license and access to the ElectroNeek RPA Platform (or its infringing component) and refund the User pro rata fees pertaining to the ElectroNeek RPA Platform components, computed on the basis of the prepaid and unused License Fees, but only if User confirms in writing that it destroyed all copies of the ElectroNeek RPA Platform component (and any related materials) from all computer systems on which it was stored.
10.3. Conditions. ElectroNeek will have no liability for any IP Claim: (A) that arises from any: (i) use of the ElectroNeek RPA Platform in violation of these Terms and Conditions; (ii) modification of the ElectroNeek RPA Platform by anyone other than ElectroNeek; (iii) failure by User to install the latest updated version of the ElectroNeek RPA Platform, as requested by ElectroNeek to avoid infringement; or (iv) third-party products, services, hardware, software, or other materials, or combination of these with the ElectroNeek RPA Platform, if the ElectroNeek RPA Platform would not be infringing without this combination; or (B) if User fails to: (i) promptly notify ElectroNeek in writing of the IP Claim; (ii) provide ElectroNeek with reasonable assistance requested by ElectroNeek for the defense of the IP Claim; (iii) provide ElectroNeek with the exclusive right to control or settle the IP Claim; or (iv) refrain from making admissions about the IP Claim without ElectroNeek’s prior written consent. The remedies in this Third Party Intellectual Property Claims section are User’s sole and exclusive remedies and ElectroNeek’s sole liability regarding the subject matter giving rise to any IP Claim.
11. OTHER CLAIMS
11.1. User’s Obligations. User will, at its expense, defend or settle any third-party Claim against ElectroNeek to the extent it arises from any User Development Outputs, User Data, or User’s breach of Third-Party Providers section. User will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by User).
11.2. Conditions. User’s obligations under this Other Claims section are conditioned upon ElectroNeek (to the extent permitted by applicable law): (i) promptly notifying the User of any Claim in writing; (ii) cooperating with the User in the defense of the Claim; (iii) granting the User sole control of the defense or settlement of the Claim; and (iv) refraining from making any admissions about the Claim. The remedies in this Other Claims section are ElectroNeek’s sole and exclusive remedies and User’s sole liability regarding the subject matter giving rise to any such Claim.
11.3. Other Responsibility. For the avoidance of any doubt, under no circumstances ElectroNeek may be liable for any Claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneys' fees) of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from or in connection to any User Development Outputs.
12. LIMITATION OF LIABILITY
12.1. Damage Exclusion. Neither Party will be liable to the other Party for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages, including without limitation, damages for lost business, profits, data or use of any service, incurred by either party, or any third party in connection with these Terms and Conditions, the use or inability to use the ElectroNeek RPA Platform, computer malfunction or failure, server down time, failure of the ElectroNeek RPA Platform to operate with any other programs, loss of profits, reputation, use, or revenue, loss or corruption of data, or interruption of business. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
12.2. Liability Cap. The maximum aggregate liability of each Party for each and all Claims (individually and together) under or relating to these Terms and Conditions or its subject matter will not exceed an amount equal to the License Fee paid under these Terms and Conditions for the 12 months before the initial Claim. This limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit payment obligations as specified in the Payment Terms section. This limitation will also apply for ElectroNeek benefit when User ordered ElectroNeek RPA Platform from a ElectroNeek Partner, irrespective of the terms agreed between the User and ElectroNeek Partner.
13. INDEMNIFICATION
13.1 Indemnification by ElectroNeek. If a third party makes a claim against User that the ElectroNeek Services infringes any patent, copyright or trademark, or misappropriate any trade secret, or that ElectroNeek´s negligence or willful misconduct has caused bodily injury or death, ElectroNeek shall defend User and its directors, officers and employees against the claim at ElectroNeek’s expense and ElectroNeek shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by ElectroNeek, to the extent arising from the claim. ElectroNeek shall have no liability for any claim based on (a) the User Content, (b) modification of the ElectroNeek Services not authorized by ElectroNeek, or (c) use of the ElectroNeek RPA Platform other than in accordance with the Documentation and these Terms and Conditions.
13.2 Indemnification by User. If a third party makes a claim against ElectroNeek that the User Content infringes any patent, copyright or trademark, or misappropriate any trade secret, User shall defend ElectroNeek and its directors, officers and employees against the claim at User’s expense and User shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by User, to the extent arising from the claim.
13.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
14. CONFIDENTIALITY
14.1 Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms and Conditions, and shall not disclose such Confidential Information to any third party. Parties must, and will ensure their Related Companies, employees and/or agents shall, keep the Confidential Information (means and refers to any document and information to which a Party has access during the performance of this Agreement, including but not limited to technical information, business methods, software programs, licensing model, of the other Party) confidential. Neither Party will in any manner, directly or indirectly, use or otherwise employ all or any of the Confidential Information of the other Party for any purpose other than the performance under these Terms and Conditions. ElectroNeek shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Parties shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. The User acknowledges that if it provides any suggestions or feedback to ElectroNeek, it does so voluntarily and without any obligation of confidence on ElectroNeek in relation thereto who will be entitled to use any suggestions or feedback, in any way and for any purpose.
14.2. The Receiving party shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms and Conditions and shall disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of these Terms and Conditions and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
14.3. The Receiving Party’s obligations under this Chapter with respect to any Confidential Information of the Disclosing Party shall not apply to any information that the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under these Terms and Conditions in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
14.4. Neither party will (a) use, or make any copies of, the Confidential Information of the other party except to fulfill its rights and obligations under these Terms and Conditions, (b) acquire any right in or assert any lien against the Confidential Information of the other, or (c) sell, assign, lease, or otherwise commercially exploit the Confidential Information (or any derivative works thereof) of the other party. Neither party may withhold the Confidential Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Confidential Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under these Terms and Conditions, each party will (except as otherwise provided in these Terms and Conditions) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Confidential Information and retain no copies. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the other party to the extent required to document its performance or for compliance with applicable laws or regulations.
14.5. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
14.6. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of these Terms and Conditions will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
15. OWNERSHIP.
15.1. As between ElectroNeek and the User, User owns the User Data and the Development Outputs. Customer grants to ElectroNeek, its Related Companies, and applicable contractors a limited, royalty-free, fully paid up, non-exclusive license to use and process the User Data as necessary to provide the ElectroNeek Services as provided in these Terms and Conditions (and as otherwise instructed by User or an Authorized User). With the exception of a limited license granted to ElectroNeek to use the User Data as set forth herein, the ElectroNeek acquires no right, title, or interest from User or its Authorized Users to the User Data, including any Intellectual Property Rights therein.
15.2. ElectroNeek may aggregate the User Data and the Development Outputs in a manner that does not identify User or its Authorized Users (“Statistical Data”). On creation, ElectroNeek shall own all Intellectual Property Rights in the Statistical Data and ElectroNeek may use the Statistical Data for any lawful purpose, without a duty of accounting to the User. User further acknowledges and agrees that the ElectroNeek may evaluate the Development Outputs in non-aggregated form (“Usage Data”) in order to provide the ElectroNeek Services, including, but not limited to, for product improvement purposes and customer service.
15.3. User acknowledges and agrees that ElectroNeek shall own all right, title, and interest in and to the ElectroNeek Services, the Software and Documentation, including any modifications, derivative works, changes, expansions, or improvements, and all related Intellectual Property Rights, without any other or subordinate right whatsoever being held by User. The ElectroNeek shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the ElectroNeek Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Authorized Users related to the features, functionality, or operation of the Software or the ElectroNeek Services (“Feedback”). The ElectroNeek shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback. For the avoidance of doubt, the ElectroNeek shall have the right to use the Feedback for any purpose, including to improve and enhance its products and services, to develop new features or functionality, and to otherwise use and exploit such feedback for the ElectroNeek’ business purposes without compensation to Customer.
15.4. User hereby consents to and approves of the ElectroNeek’s usage of, and inclusion in the ElectroNeek Services, Third-party Content (as defined herein). For the purposes of these Terms and Conditions, “Third-party Content” means any software, data, font, component, or any other type of content, either in source, compiled, or other form, that is subject to any open-source license or third-party license, in the public domain, or otherwise provided by or licensed from a third party, and includes the Third-party Service. Customer agrees to hold harmless the ElectroNeek for any failure, deficiency, or disruption in performance of Third-party Content.
15.5. Subject to the express rights and licenses granted by the ElectroNeek in these Terms and Conditions, User acknowledges and agrees that all Intellectual Property Rights in the Third-party ElectroNeek Services are the sole and exclusive property of the third party from which the services were obtained, and User’s possession, access, or use of the Third-party Content does not transfer any ownership of that Third-party Content or any related Intellectual Property Rights to Customer.
15.6. All rights not expressly granted to User in accordance with this Agreement are reserved absolutely and unconditionally to the ElectroNeek and its licensors.
16. REPRESENTATIONS & WARRANTIES
16.1. ElectroNeek RPA Platform Limited Warranty and Remedy. ElectroNeek warrants that the ElectroNeek RPA Platform, as delivered to User, will substantially conform to the applicable Manuals during the License Term, to the extent that the ElectroNeek RPA Platform is used in accordance with the Manuals. User must notify ElectroNeek of a Claim under this warranty within 30 days of the date on which the condition giving rise to the Claim first appeared. To the extent permitted by law, User’s sole and exclusive remedy and ElectroNeek’s sole liability under or about this warranty will be a replacement of the ElectroNeek RPA Platform component, or if replacement is not commercially reasonable, a termination of the applicable ElectroNeek RPA Platform component or services and a refund of pro rata fees pertaining to the ElectroNeek RPA Platform component or service, computed on the basis of the prepaid and unused License Fees.
16.2. Implied Warranties. Except for the express warranties herein, ElectroNeek RPA Platform is provided on an "as-is" basis. Neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. ElectroNeek does not warrant the ElectroNeek RPA Platform or its components will run uninterrupted or error free. User bears the entire risk as to the use of the ElectroNeek RPA Platform. Each Party disclaims all liability for any harm or damages caused by any third-party hosting providers.
16.3. ElectroNeek warrants that the ElectroNeek Services will perform in all material respects in accordance with these Terms and Conditions. ElectroNeek does not guarantee that the services provided through ElectroNeek RPA Platform will be performed error-free or uninterrupted, or that ElectroNeek will correct all ElectroNeek Services Errors. User acknowledges that ElectroNeek does not control the transfer of data over communications facilities, including the internet, and that the ElectroNeek Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by ElectroNeek (express or implied) with respect to the subject matter of these Terms and Conditions. Neither ElectroNeek nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall ElectroNeek or any of its services providers be liable for unauthorized alteration theft or destruction of User´s or any User´s data, files or programs.
EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS.” ELECTRONEEK, ITS LICENSORS AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ELECTRONEEK EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES.
17. APPLICATION PROGRAMMIN INTEFACES
17.1. These Terms and Conditions shall govern the use of certain application programming interfaces, developer tools, and related features (“APIs”) that allows User to connect to and communicate with the Software provided as part of the ElectroNeek Services. Such APIs are considered to be a part of the ElectroNeek Services, and their use is subject to these Terms and Conditions. User and its Authorized Users may only access and use the ElectroNeek´s APIs for Customer’s business purposes, in order to create interoperability and integration between the ElectroNeek Services and other products, services or systems that User may use internally. When using the APIs, User should follow ElectroNeek´s relevant developer guidelines. ElectroNeek reserves the right at any time to modify or discontinue, temporarily or permanently, Customer’s access to the APIs (or any part thereof) with or without notice. The APIs are subject to changes and modifications, and Customer is solely responsible to ensure that User’s use of the APIs is compatible with the current version.
17.2. To use the APIs, User must follow any registration or credentialing requirements established by ElectroNeek. Customer must also follow any documentation or guidelines provided by ElectroNeek related to API usage (“API Documentation”). Unless otherwise specified, the term “API” includes the related API Documentation.
17.3. ElectroNeek retains all right, title and interest in and to the APIs, including all copyrights therein. Subject to the provisions of these Terms and Conditions, ElectroNeek grants Customer a world- wide, revocable, non-exclusive license to use the APIs to facilitate the interoperability of the ElectroNeek Services, the Software and the Customer’s products, services, and add-ons (“Customer Applications”).
17.4. ElectroNeek may monitor Customer’s use of the APIs and, from time to time, may place limits on Customer’s access to the APIs (e.g., limits on numbers of calls). ElectroNeek may also limit API calls or usage if ElectroNeek believes that Customer’s use of the APIs is in breach of this Agreement or may negatively affect ElectroNeek.
17.5. ElectroNeek has no obligation to provide any maintenance or support for the APIs (or to users of Customer Applications) or to fix any errors or defects in the APIs. From time to time, ElectroNeek may change the APIs. Future versions of the APIs may not be compatible with User’s Applications developed using previous versions. ElectroNeek will have no liability for the actions described in this section.
18. TERM AND TERMINATION
18.1. Duration. These Terms and Conditions apply to the ElectroNeek RPA Platform from the Effective Date until the expiration of the applicable License Term or the term for Professional Services. If user has not signed a renewal at the end of a License Term prior to the expiration of the current License Term, the License term will be automatically renewed for successive renewal terms of 1 year each, in case of annual subscription, unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days before such expiration. All notices of non-renewal must be sent by written to churn@electroneek.com within the indicated period, informing the reasons.
In case of monthly subscriptions, the License term will be automatically renewed for successive renewal terms of 1 month each, unless either Party provides written notice of non-renewal to the other Party at least 3 calendar days before such expiration. All notices of non-renewal must be sent by written to churn@electroneek.com within the indicated period, indicating the reasons.
18.2. Material Breach. If either Party commits a material breach of this Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate this Agreement upon written notice.
18.3. Effect of Termination. Upon termination or expiration of this Agreement or any License Term the license and associated rights for the ElectroNeek RPA Platform will immediately terminate and User must, at its expense remove and delete all copies of the ElectroNeek RPA Platform. User understands that some or all the ElectroNeek RPA Platform components may cease to operate without prior notice upon expiration or termination of the License Term. The Parties agree that, except as otherwise provided under these Terms and Conditions , the User will not be entitled to a refund of any fees paid hereunder after the delivery of the License Key or any renewal thereof.
18.4. Suspension for Ongoing Harm. ElectroNeek reserves the right to suspend delivery of the ElectroNeek RPA Services if ElectroNeek reasonably concludes that User or a Third-Party’s use of the ElectroNeek RPA Platform is causing immediate and ongoing harm to ElectroNeek or others. In the extraordinary case that ElectroNeek must suspend delivery of the ElectroNeek RPA Platform Services, ElectroNeek shall immediately notify the User of the suspension and the parties shall diligently attempt to resolve the issue. ElectroNeek shall not be liable to User or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the ElectroNeek RPA Platform Services.
18.5. Notice of Non-Renewal. Unless otherwise specified in User License Order, to prevent renewal of the annual subscription, User must give written notice of non-renewal no later than 30 calendar days prior the License expiration date. Also, to prevent renewal of the monthly subscription, Users must give written notice of non-renewal no later than 3 calendar days prior the License expiration date. All notices of non-renewal must be sent to churn@electroneek.com by written.
19. GENERAL PROVISIONS
19.1. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except upon written notice of a change of control. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice.
19.2. Data Use Consent. User agrees that ElectroNeek and its Related Companies may collect and use technical information gathered as part of the software support services provided, if any, related to the ElectroNeek RPA Platform. ElectroNeek may use this information solely to improve the software or to provide customized services or technologies to the User and will not disclose this information in a form that personally identifies the User.
19.3. Entire Agreement. These Terms and Conditions constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to such subject matter. Any amendments to these Terms and Conditions may only be made in writing and become effective when signed by both Parties. In case of any discrepancies between these Terms and Conditions and a License Order, the terms of the License Order will prevail. The Parties agree any termination of this Agreement shall trigger termination of all License Orders placed on the basis of these Terms and Conditions, however, termination of a License Order will not trigger termination of these Terms and Conditions, unless otherwise agreed by the Parties in writing.
19.4. No Other Terms. Any terms or conditions in any purchase order or any other related documentation submitted by or on behalf of User to ElectroNeek (or any other entity, such as an ElectroNeek Partner) do not form part of this Agreement and are void, unless otherwise expressly agreed in writing and signed by both User and ElectroNeek.
19.5. Notices. Any notice given under these Terms and Conditions must be in writing by email, with a suggestive subject, to the addresses listed below (or addresses notified in writing by either Party) and will be effective the earlier of (i) when received by the Party, or refused by the Party or (ii) the next business day. Matter To ElectroNeek Sales sales@electroneek.com or Matter to ElectroNeek Legal Department legal@electroneek.com or Matter related to Non-renewals or Early Cancellation churn@electroneek.com.
All notices under these Terms and Conditions must be delivered in writing by (i) personal delivery, first-class mail, overnight mail, or confirmed fax or email, to the other party at the address set forth beneath such party’s signature. Notice via email shall be effective upon sending, and all other notices will be effective upon receipt. Either party may change its address by giving notice of the new address to the other party.
19.6. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under these Terms and Conditions, then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
19.7. Survival. Sections 4, 7, 9, 10, 11, 12, 13, 14, 16 and 18 of these Terms and Conditions shall survive the expiration or termination of this Agreement for any reason.
19.8. Statistical Information. ElectroNeek may anonymously compile statistical information related to the performance of the Services for purposes of improving the ElectroNeek RPA Platform, provided that such information does not identify User’s data or include User’s name.
19.9 Compliance with Laws. ElectroNeek shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the ElectroNeek Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
19.10. Governing Law, Venue. These Terms and Conditions are governed by the laws indicated in the below table. For any dispute arising out of or relating to these Terms and Conditions (if the Parties do not reach a settlement within 60 days), the Parties consent to personal jurisdiction in, and the exclusive venue of, the courts indicated in the below table. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. To the fullest extent permitted by law, each of the Parties waives any right it may have to a jury trial in respect of litigation directly or indirectly arising out of, under or in connection with these Terms and Conditions. If a waiver of jury trial is deemed by any court of competent jurisdiction as not being enforceable for any reason, then to the fullest extent permitted by law, each of the Parties hereto agree to binding arbitration as determined in good faith by the Parties.
| Applicable law Venue | Venue |
| the State of Texas Law | Courts of Austin, TX |
19.11. License Compliance. ElectroNeek may, at its expense and no more than once every 12 months, appoint its own personnel or an independent third party (or both) to verify that User’s use, installation, or deployment of the ElectroNeek RPA Platform comply with these Terms and Conditions and User agrees to provide all the required assistance and support during such verification.
19.12. Publicity. The User authorizes ElectroNeek to publicly identify the User as a User and include the User's name and logo on the ElectroNeek's website and other promotional and marketing materials.
19.13. Privacy. During the performance of this Agreement each Party may collect, store and use personal data related to the other Party's representatives or employees, such as their name, telephone number, e-mail address, job title. This personal data may be collected from the other Party or directly from the representatives or employees and it is necessary to allow the parties to enter into and perform this Agreement. Each Party will be responsible for informing its own representatives or employees of the processing of their personal data as provided in these Terms and Conditions. Each Party is responsible for complying with the applicable data protection legal requirements for the purposes of these Terms and Conditions. If any of the Parties would at any time act as a data processor on behalf of the other Party during the performance of this Agreement, the Parties shall enter into a data processing agreement in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") or equivalent.
19.14. Severability. If any provision of these Terms and Conditions are or become illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and shall produce legal effects.
19.15. Third Party Providers. If User uses certain features of the ElectroNeek RPA Platform in conjunction with third party data, products, services, and platforms, then User is responsible for complying with the terms and conditions required by such third-party providers, and all such use is at User’s own risk. These Terms and Conditions are an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
19.16. Third Party Licenses. The ElectroNeek RPA Platform contains or may be used in conjunction with other software, including open source, which are the property of their respective owners and are licensed under their respective licenses specified in the Third Party Licenses section on the ElectroNeek website, as updated from time to time or communicated to the User.
19.17. Export. Notwithstanding anything from the above, each Party acknowledges that the ElectroNeek RPA Platform may be subject to export control regulations as set forth by (i) the U.S. Department of Commerce Export Administration Regulations (EAR), U.S. Department of State International Traffic in Arms Regulations (ITAR) or other requirements of the U.S. Government; (ii) European Commission regulations; (iii) United Nations Security Council resolutions (the “Export Control Regulations”) regulating the export and re-export of the ElectroNeek RPA Platform. Each Party represents that it is not named on any Export Control Regulations list of restricted parties.Parties hereby agrees and undertakes that it shall not knowingly export or re-export the ElectroNeek RPA Platform (or any product, process or service resulting directly there from), directly or indirectly, to any country or a foreign national of a country in violation of any such Export Control Regulations.
19.18. Anti-Corruption. Each Party confirms it has not been offered or received any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employees or agents in connection with these Terms and Conditions. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the above restriction will be promptly notified to founders@electroneek.com.
19.19. Waiver. Neither failure to exercise, nor any delay in exercising, any right, power or remedy under these Terms and Conditions shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies (provided by law). Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
19.20. No Partnership. Nothing in these Terms and Conditions is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the Parties and neither Party has authority to bind the other Party.