The terms that govern how Jobotics provides its Services to customers.
Version 1.5 · Last updated: July 2026
Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12.5) right, during the Term, solely for Customer's internal business purposes and in accordance with any other limitations or restrictions (if any) set forth in the Order Form, (a) to access and use the Solution in accordance with the Documentation; (b) to use the Licensed Materials in accordance with any additional instructions or limitations set forth therein; and (c) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Solution. On or as soon as reasonably practicable after the Effective Date, Company will provide to Customer the necessary passwords, security protocols, technical information, and policies and network links or connections ("Access Protocols") to allow Customer and its Authorized Users to access the Solution. Customer will be responsible for the security of all such Access Protocols. Customer will also use commercially reasonable efforts to prevent unauthorized access to, or use of, the Solution and notify Company promptly of any such unauthorized use known to Customer. Customer agrees that Company may automatically update the Solution, and this Agreement will apply to all such updates.
Customer will not and will not permit any Authorized User or other party to: (a) allow any third party to access the Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Solution or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Solution, except as permitted by law; (e) interfere in any manner with the operation of the Solution or the hardware and network used to operate the Solution; (f) modify, copy or make derivative works based on any part of the Solution or Documentation; (g) access or use the Solution to build a similar or competitive product or service; (h) attempt to access the Solution through any unapproved interface; or (i) otherwise use the Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 1.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Solution will not be used, and is not licensed for use, in connection with any of Customer's time-critical or mission-critical functions. Customers will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Company or its licensors on the Licensed Material or any copies thereof.
Customer acknowledges and agrees that its Authorized Users' access to and use of the Services is subject to Jobotics' Terms of Service located here: https://jobotics.ai/terms (the "Terms of Service"). Each Authorized User will be required to accept the Terms of Service prior to being able to access and use the Services. Customer is responsible for the use of the Services by its Authorized Users and for its Authorized Users' compliance with this Agreement and the Terms of Service.
Subject to the terms and conditions of this Agreement and during the Term, Company will provide support for the Services as outlined in the Support Policy available at https://www.jobotics.ai/support-policy (the "Support Policy"), as occasionally updated. If the parties have agreed to Company's provision of Professional Services, the details of such Professional Services will be set out in the Order Form or a mutually executed SOW, and the additional professional services terms available at https://www.jobotics.ai/professional-services-policy will apply (the "Professional Services Terms"), as occasionally updated. Company may, at its sole discretion, offer (for purchase) additional support services, private training or Customer Content import services, which terms and Fees will be set forth in the Order Form or in a mutually executed SOW.
Customer and each Administrator authorizes Company to rely upon communications from any Administrator with respect to the Services, including, but not limited to, instructions to delete or add Authorized Users, setting permissions, and controlling access of Authorized Users. Company may disclose Customer Content to any Administrator. Company may assume that any Administrator has authority to act on Customer's behalf with respect to the Services without further notice from Customer. Company will have no liability to Customer or any other person for any actions Company takes in reasonable reliance on communications received from an Administrator.
The Services access, retrieve, and process data from third-party systems and platforms designated or enabled by Customer (such as project management, ERP, email, and collaboration platforms) ("Data Sources"). Customer is responsible for maintaining its own subscriptions, licenses, and access credentials for all Data Sources and for complying with the terms governing them. Company does not control Data Sources and is not responsible for their availability, performance, or security, for the accuracy or completeness of data obtained from them, or for changes to their APIs or terms that limit or prevent the Services' access. If a Data Source materially changes or discontinues access, Company will use commercially reasonable efforts to restore functionality or provide a reasonable alternative, but does not guarantee feature parity.
The Solution, Licensed Materials and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers. All rights in and to the Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Company and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Solution, Documentation, or any part thereof.
Certain items of software may be provided to Customer with the Solution and are subject to "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. In the event of a conflict or inconsistency with respect to Open Source Software between the terms and conditions of this Agreement and the applicable end-user license, the applicable end-user license shall govern and control.
Customer hereby grants to Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services.
Customer will pay to Company the fees set forth in the Order Form ("Fees"). Except as otherwise provided in the Order Form, all Fees are billed and payable within thirty (30) days of the date of the invoice. Fees will be paid in U.S. dollars. Company will be reimbursed only for expenses that are expressly provided for in the Order Form or SOW or that have been approved in advance in writing by Customer, provided Company has furnished such documentation for authorized expenses as Customer may reasonably request. Company reserves the right (in addition to any other rights or remedies Company may have) to discontinue the Solution and suspend all Authorized Users' and Customers access to the Services and Projects, if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Unpaid Fees may be considered a material breach as set forth in Section 9.2. Without limiting this Section 3.1, except as set forth in the Order Form, any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
Company may increase or decrease the Fees for a Renewal Term upon written notice to Customer at least sixty (60) days prior to the commencement of that Renewal Term. Adjustments to Fees will be based on the then-current Services list price and on actual usage of the Services during the current Term and/or any anticipated Customer usage changes expected for the next Renewal Term. If Customer does not agree to the Fee Adjustment for the next Renewal Term, Customer may choose to terminate this Agreement at the end of the then current Term (at least 30 days before the beginning of the Renewal Term), as set forth in Section 9.1.
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Company's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Services, or the license of the Solution to Customer. Customer will make all payments of Fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Company will be Customer's sole responsibility, and Customer will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as the Company may reasonably request, to establish that such taxes have been paid.
Company may audit Customer's use of Services to ensure compliance with this Agreement. Company will give Customer advance notice of any such audit and will conduct the audit during normal business hours and at Company's expense. Customer agrees to reasonably cooperate with and assist Company upon receipt of a notice of audit. If any such audit discloses any underpayment by Customer as determined by Section 3 or usage exceeding Customer's subscription as stated on the Order Form, Company may invoice Customer and Customer shall immediately pay Company such underpaid amount.
As between the parties, Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer, and all rights in Customer Content not expressly granted to Company in this Agreement are reserved by Customer. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and will obtain all third party licenses, consents and permissions needed for Company to use Customer Content for the purposes set forth in this Agreement. Customer grants Company a non-exclusive, worldwide, royalty-free and fully paid license to use Customer Content: (a) to provide, maintain, support, and secure the Services; (b) to enhance, analyze, and improve the Services and other Company offerings; (c) to use Operational Data to train and improve artificial intelligence models used to provide the Services to Company's customers generally; and (d) to use Customer Content (excluding Commercial Data) for product management and program administrative purposes. Commercial Data will be used solely to provide the Services to Customer. Cross-customer insights will be derived only from datasets designed to prevent identification of any customer.
Customer represents and warrants that any Customer Content will not (a) infringe any Intellectual Property Rights of any third party; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; and (e) otherwise violate the rights of a third party. Company is not obligated to back up any Customer Content except as required for Company's business continuity procedures.
Customer acknowledges and agrees that Company may engage third-party service providers, including cloud hosting providers and providers of artificial intelligence and large language model services, to process Customer Content on Company's behalf in connection with providing the Services (each, a "Subprocessor"). Company's current list of Subprocessors is available at https://jobotics.ai/subprocessors and may be updated by Company from time to time. Company will provide notice of new Subprocessors by updating such list and, for Customers who subscribe to notifications, by email at least fifteen (15) days before the new Subprocessor processes Customer Content. Company will (a) enter into a written agreement with each Subprocessor imposing confidentiality and data protection obligations no less protective than those set forth in this Agreement; (b) restrict each Subprocessor's use of Customer Content to what is necessary to provide the Services; and (c) remain responsible for each Subprocessor's performance to the same extent Company would be responsible if performing directly. Company will not permit any Subprocessor to use Customer Content to train artificial intelligence models for the Subprocessor's own purposes. Company may assign any task that it is permitted or required to perform under this Agreement to a Subprocessor.
Company will maintain a written information security program with commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, use, or disclosure. Upon confirming any unauthorized access to or acquisition of Customer Content (a "Security Incident"), Company will notify Customer without undue delay, but no later than seven (7) calendar days from the date of discovery, provide reasonably available information about its nature and scope, and take commercially reasonable steps to mitigate and remediate.
Company warrants to Customer that the Solution, when used in accordance with this Agreement and Documentation, will substantially conform to the Documentation, provided that such warranty will not apply to failures to conform with Documentation to the extent such failures arise, in whole or in part, from (a) any use of or access to the Solution by Customer or its Authorized Users not in accordance with this Agreement, the Terms of Service, or as specified in the Documentation; (b) any use of the Solution in combination with other products, equipment, or software not supplied by Company; or (c) any modification of the Solution by any person other than Company or its authorized agents (collectively, the "Exclusions" and each, an "Exclusion"). Provided that Customer notifies Company in writing of any breach of the foregoing warranty during the Term, Company will, as Customer's sole and exclusive remedy, provide the support pursuant to the Support Policy. THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 AND THE LIMITED WARRANTY PROVIDED IN THE PROFESSIONAL SERVICE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL, PROFESSIONAL SERVICES, WORK PRODUCT, AND DOCUMENTATION ARE PROVIDED "AS IS," AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, THAT OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATION REGARDING THE USE, OR RESULTS OF THE USE OF THE SOLUTION OR WORK PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(a) Outputs. The Solution uses artificial intelligence and machine learning technologies to review, summarize, organize, and generate content based on Customer Content and other data sources ("Outputs"). Customer acknowledges that artificial intelligence is probabilistic in nature and that Outputs may contain errors, omissions, or inaccuracies, may be incomplete or out of date, and may not reflect the most current state of the underlying data sources.
(b) Customer Review. Customer is solely responsible for evaluating each Output before use or reliance, including review by personnel with appropriate professional qualifications and knowledge of the relevant project, trade, or subject matter. Customer will not rely on any Output as the sole basis for any decision affecting cost, schedule, contractual obligations, regulatory compliance, or safety without independent verification against the underlying source materials.
(c) No Professional Advice. Outputs are provided for informational purposes only and do not constitute, and are not a substitute for, professional engineering, architectural, legal, accounting, code-compliance, or safety advice. No license is granted to use any Output in a manner requiring a professional certification, seal, or stamp that the Output does not bear.
(d) Ownership of Outputs. As between the parties, Outputs delivered to Customer (including via download, export, email, or the Microsoft Teams integration) are deemed Customer Content, excluding any Company or third-party software, models, templates, or other Company technology embedded in or used to generate them, and Customer may retain and use such delivered Outputs for its internal business purposes during and after the Term. For clarity, Outputs do not include the Solution or any dashboard, agent, workflow, configuration, or other functionality of the Solution, all of which remain the property of Company under Section 2.1, and access to which ends upon expiration or termination of the Term.
(e) Acknowledgment. AS BETWEEN THE PARTIES, CUSTOMER ASSUMES ALL RISK ARISING FROM USE OF OR RELIANCE ON ANY OUTPUT. WITHOUT LIMITING SECTION 5.2, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FIT FOR ANY PARTICULAR USE.
EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
EXCEPT AS SET FORTH IN SECTION 6.3, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL COMPANY'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT LIABILITY WITH RESPECT TO CUSTOMER'S PAYMENT OBLIGATIONS OR EACH PARTY'S WILLFUL MISCONDUCT OR FRAUD.
The parties agree that the limitations of liability set forth in this Section 6 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and this Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all Enhancements and other improvements thereto will be considered Confidential Information of Company.
(a) Nonuse and Nondisclosure. The Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement.
(b) Access and Care. The Receiving Party will use reasonable efforts to limit access to the Confidential Information to those employees, agents, and subcontractors (including, in the case of Company, Subprocessors) who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
(c) Return or Destruction. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement; provided, however, that the Receiving Party may retain copies of Confidential Information (i) stored in routine backup or archival systems that are not readily accessible in the ordinary course of business, and (ii) to the extent required by applicable law or regulation, in each case, which retained copies will remain subject to the confidentiality obligations of this Section 7 until deleted or destroyed in the ordinary course. Upon request, the Receiving Party will certify to the Disclosing Party its compliance with this Section 7.2(c), subject to the foregoing retention rights.
(d) Subprocessors. Notwithstanding anything to the contrary herein, Company may disclose Customer Content and Customer's Confidential Information to Subprocessors as set forth in Section 4.3, provided such Subprocessors are bound by confidentiality obligations no less restrictive than those set forth in this Section 7.
The confidentiality obligations set forth in Section 7.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
Company will defend any suit brought against Customer, and will pay any settlement Company makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Solution infringes such third party's Intellectual Property Rights. If any portion of the Solution becomes, or in Company's opinion is likely to become, the subject of a claim of infringement, Company may, at Company's option: (a) procure for Customer the right to continue using the Solution; (b) replace the Solution with non-infringing software or services which do not materially impair the functionality of the Solution; (c) modify the Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Solution and Documentation. Notwithstanding the foregoing, Company will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon any Exclusion. This Section 8.1 states the sole and exclusive remedy of Customer and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
Customer will defend at its expense any suit brought against Company, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer's breach or alleged breach of Section 4.2.
The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
The initial term will begin on the Effective Date and continue in full force and effect for the duration specified on the Order Form (the "Initial Term"), unless earlier terminated in accordance with this Agreement. Thereafter, the Initial Term will automatically renew for additional terms of one (1) year (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate, except licenses expressly stated to survive or to be perpetual; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 7; and (c) any amounts owed to Company under this Agreement will become immediately due and payable. Sections 1.2, 2, 3, 4, 5.2, 5.3, 6, 7, 8, 9.3, 10, 11, 12 and Definitions will survive expiration or termination of this Agreement for any reason.
During the Term, archived Customer Content from Projects will be made available in a text format of Company's choosing and can be viewed by Authorized Users through an internet browser with no internet connection required. For twenty (20) days after the Term, Company will, upon Customer's request, provide an electronic archival copy of the Project's Customer Content, or upon Customer's request, delete such Customer Content. After such a period, Company may delete the Project and all corresponding Customer Content in Company's possession. Company can provide interim archives for a Project upon request by Customer at any time during the Project for an additional fee. Any requests received by Company from an Authorized User for an archive must be approved by Customer in writing and will be subject to an additional fee. Any archives that are provided will honor the permissions and any restrictions set for the Authorized User requesting the archive and will include only information consistent with these permissions.
Company does not expect to process Personal Information of Customer. Customer shall limit the disclosure of Personal Information to Company. If and solely to the extent that Company processes any Personal Information in connection with performing the Services hereunder, Company agrees as follows: Company shall (1) comply with applicable privacy laws; (2) retain, use, or disclose Customer Personal Information only for the specific purpose of Company's performance under this Agreement; (3) implement commercially reasonable safeguards to protect Customer Personal Information in our custody or control; and (4) inform Customer of any unauthorized uses or disclosures of Customer Personal Information within seven (7) calendar days of becoming aware of such circumstance. Nothing in this Section 11 prohibits Company from disclosing Personal Information to Subprocessors engaged pursuant to Section 4.3 acting as service providers to Company, provided each such Subprocessor is contractually restricted from retaining, using, or disclosing such Personal Information for any purpose other than providing services to Company. If the Parties are required to execute a Data Processing Addendum ("DPA"), the Parties agree to do so within a reasonable time upon the need being identified. The DPA shall be incorporated into this Agreement and govern Company's processing of Customer Personal Information. To the extent the DPA contradicts Section 11, the DPA controls. Company's standard DPA is available at https://www.jobotics.ai/data-processing-addendum.
The Parties desire to resolve matters amicably. Prior to initiating any legal action, the Parties agree to organize a third party-led mediation session involving senior leaders of the respective organizations. This session's cost would be split between the Parties.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California for any dispute arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
Customers will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material, and Documentation.
Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic (or similar public health emergency) or any other event beyond the control of such party. The impacted party will use reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
Customer's relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. Customers will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.
Customer agrees that, during the Term, Company may use Customer's name, logo, and testimonial, subject to Customer's then-current trademark usage guidelines that Customer makes available to Company reasonably in advance, in Company's marketing materials or communications (including, but not limited to, Company's website, marketing collateral, presentations and media). Subject to the terms and conditions of this Agreement (including the foregoing sentence), Customer hereby grants to Company a non-exclusive and limited license to use and publicly display Customer's logo.
All notices required or permitted under this Agreement must be delivered in writing, if to Company, by emailing [email protected] and if to Customer by emailing Customer's Jobotics Lead email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters, including superseding the Terms of Service, solely with respect to Customer's use of the Services. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Company.
If the documents comprising this Agreement conflict, precedence is: (a) the Order Form, only as to deal-specific terms and only where it expressly states that it modifies these General Terms; (b) these General Terms; (c) the Support Policy and the Professional Services Terms; and (d) any SOW. No Order Form or SOW modifies these General Terms unless it expressly identifies the provision modified.
Jobotics Inc.
Legal notices: [email protected]
General inquiries: [email protected]