Terms of Service | Robopack

Version 1.3
Last updated: September 2026

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

“Agreement” means these Terms of Service together with any applicable Order Forms, the Service Level Agreement, and the DPA.

“API” means application programming interface.

“Authorized Users” means employees, agents, or contractors of the Customer who are authorized by the Customer to access and use the Services on its behalf.

“Auto-Renewal Subscription Term” means a Subscription Term that commences on the Effective Date and has an initial term of twelve (12) months. Unless terminated by either party by written notice given at least one (1) month prior to the end of the then-current term, the Subscription Term shall automatically renew for successive periods of twelve (12) months each.

“Company” shall have the same meaning as provided in the Order Form.

“Customer” means the legal entity that accepts this Agreement and accesses or uses the Services.

“Customer Data” means any data, information, or material submitted to, processed by, or stored within the Services by or on behalf of the Customer.

“Device Count” means, in respect of each Product, the number of devices against which that Product is licensed and the applicable Fees are calculated, as reported by the Microsoft Graph API for the tenants connected to the Customer’s organization for that Product, calculated as follows: (a) for Robopack, the number of Windows devices managed through Microsoft Intune; and (b) for Tenant Manager, the total number of devices managed through Microsoft Intune in all tenants onboarded into the Customer’s Tenant Manager instance, regardless of operating system or device type.

“DPA” means the data processing agreement entered into between the Parties, which forms an integral part of this Agreement.

“Effective Date” means the date on which the Customer first accepts this Agreement or, where an Order Form is executed, the effective date specified in that Order Form, whichever is earlier.

“Order Form” means any ordering document, quotation, subscription agreement, or similar commercial document agreed between the Parties specifying the Services, Fees, Subscription Term, or other commercial terms.

“Parties” means the Company and the Customer collectively.

“Partner Agreement” means any reseller, distributor, managed service provider, or partner agreement entered into between the Company and a Partner, pursuant to which the Partner is authorized to resell, distribute, or otherwise make the Services available to Customers.

“Robopack” means the Company’s cloud-based application packaging, software deployment, and automation platform, as further described in the applicable documentation and Order Form.

“Services” means the cloud-based software solutions provided by the Company, including Robopack, Tenant Manager, related APIs, integrations, updates, documentation, and associated services.

“Service Level Agreement” means the separate agreement between the Company and the Customer setting out the scope, service levels, and remedies applicable to the Products and Services, as may be amended from time to time, and which is incorporated into this Agreement by reference.

“Subscription Term” means the Subscription Term, as indicated in the applicable Order Form.

“Tenant Manager” means the Company’s cloud-based platform for backup, restore, administration, monitoring, and management of Microsoft 365, Intune, and related cloud environments, as further described in the applicable documentation and Order Form.

2. Table of Contents

3. Acceptance of Terms

This Agreement is entered into between the Company and the Customer. The Customer accepts this Agreement by whichever of the following occurs first: (a) executing an Order Form or any other written agreement that references this Agreement; (b) clicking a button, checking a box, or otherwise indicating acceptance through the Company’s onboarding or account creation process; or (c) accessing or using the Services.

Where an individual accepts this Agreement on behalf of a legal entity, such individual represents and warrants that: (i) they have the full legal authority to bind that entity to this Agreement; (ii) they have read and understood this Agreement; and (iii) they agree to this Agreement on behalf of that entity.

If the individual does not have such authority, they shall not accept this Agreement or access or use the Services, and the Company reserves the right to hold both the individual and the purported entity jointly and severally liable for any obligations arising from such unauthorised acceptance, access or use. If the Customer does not agree to this Agreement, the Customer must not access or use the Services. Any access or use of the Services constitutes the Customer’s unconditional acceptance of this Agreement in its entirety as in effect at the time of such access or use.

4. Structure of Agreement

This Agreement may be supplemented by applicable Order Forms and the DPA, each of which forms an integral part of this Agreement.

In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply:

(a) the DPA, solely with respect to matters concerning personal data processing;
(b) the applicable subscription agreement, quotation, or Order Form; and
(c) these Terms of Service.

Except as expressly agreed in writing by the Company, no additional or conflicting terms shall apply.

5. Services

The Company provides the Services as cloud-based software-as-a-service (“SaaS”) offerings during the applicable Subscription Term. The specific Services, products, modules, and features made available to the Customer are as set out in the applicable Order Form. The Company reserves the right to update, modify, or extend the scope of the Services from time to time, subject to the terms of this Agreement.

Access to and use of the Services is strictly limited to the specific products, modules, subscriptions, functionalities, and service plans purchased by the Customer as set out in the applicable Order Form, or otherwise expressly made available to the Customer in writing by the Company.

Purchase or use of one Service does not grant access to any other Service, product, or module unless expressly agreed in writing by the Company.

The Customer acknowledges that the Services depend on, and interoperate with, cloud infrastructure, third-party systems, APIs, and integrations, including Microsoft services, and related platforms. The Company makes no representation or warranty as to the availability, performance, functionality, or continued support of any third-party system or service and shall not be liable for any impact on the Services arising from changes to, failures of, or limitations imposed by such third-party systems.

The Company may perform maintenance, implement updates, modify, replace, or discontinue features, functionalities, or technical specifications of the Services at any time. Where a change would materially reduce the overall functionality of the Services as documented at the time of the applicable Order Form, the Company will use commercially reasonable efforts to provide the Customer with reasonable prior written notice.

The Services depend on the Customer’s own environment, configurations, permissions, systems, and third-party services. The Company shall bear no responsibility for failures, degraded performance, or incompatibilities arising from such Customer-side or third-party dependencies outside the Company’s reasonable control.

6. Shared Responsibility Model

The Customer acknowledges that the Services operate under a shared responsibility model under which responsibilities relating to the Services are divided between the Company and the Customer.

The Company is responsible for the operation and maintenance of the Services, including the underlying cloud infrastructure and the implementation of commercially reasonable technical and organizational security measures within the scope of the Services.

The Customer is responsible for its own environment, configurations, systems, permissions, access management, endpoints, integrations, and compliance with applicable laws and internal policies.

The Customer further acknowledges that the Services may depend on third-party systems and services, including Microsoft services and related infrastructure, which are outside the Company’s reasonable control.

The Customer remains responsible for reviewing, validating, testing, approving, and deploying configurations, packages, scripts, automations, policies, or changes generated, processed, or distributed through the Services.

The Customer is responsible for maintaining all required licenses, permissions, administrative access rights, and supported environments necessary for use of the Services.

The security, availability, and effectiveness of the Services depend on both the Company’s measures and the Customer’s proper configuration, administration, and use of the Services.

7. Partners

The Services may be provided directly by the Company or through authorized resellers or authorized managed service providers (“Partners”).

Partners operate as independent entities and are not authorized to bind the Company or modify this Agreement unless expressly authorized in writing by the Company.

The Company remains responsible for the operation and maintenance of the Services.

Where a Customer acquires the Services through a Partner acting as a reseller, such Customer must accept these Terms of Service prior to any use of the Services.

Where a Partner acts as a managed service provider (“MSP”), the MSP accepts these Terms of Service for its own use and remains the party responsible to its Customers under the MSP’s own service terms. The MSP is required, pursuant to the applicable Partner Agreement, to ensure that its own service terms with Customers contain provisions that are no less restrictive than these Terms of Service with respect to acceptable use, intellectual property rights, security obligations, and data protection.

In the event of any conflict between this Agreement and any separate agreement between the Customer and a Partner, this Agreement shall prevail with respect to the Services provided by the Company.

8. License Grant and Use Rights

Subject to this Agreement and payment of all applicable Fees, the Company grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the Subscription Term for the Customer’s internal business purposes or as otherwise expressly permitted under an applicable Partner Agreement.

The Services are provided as hosted SaaS solutions. No ownership rights in the Services are transferred to the Customer.

The Customer shall ensure that all access to and use of the Services is limited to Authorized Users and remains within any agreed usage limitations, including the number of users, devices, tenants, or API usage.

Robopack is licensed on a per-device basis, measured by the Device Count. The Company determines the Device Count from Microsoft Intune data reported by the Microsoft Graph API for the Customer’s connected tenants and does not maintain a separate device inventory for this purpose. The Device Count includes all Counted Devices in a connected tenant, regardless of how many devices the Customer actively deploys to through the Services. The applicable pricing tiers, any free allowance, and the timing and method by which the Device Count is taken, are set out in the applicable Order Form.

The Customer shall not and shall ensure that its Authorized Users do not:

copy, reproduce, modify, or create derivative works of the Services;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services;
use the Services to develop or support competing products or services;
sell, sublicense, distribute, lease, or otherwise make the Services available to unauthorized third parties;
interfere with, disrupt, or circumvent security features, usage limitations, or technical protections of the Services;
upload or distribute malicious code, malware, or harmful content;
attempt unauthorized access to the Services or related systems; or
use the Services in violation of applicable laws or regulations.

The Customer is responsible for all activities conducted through its accounts and environments, whether carried out by Authorized Users or otherwise.

The Customer shall promptly notify the Company upon becoming aware of any unauthorized access to or use of the Services.

9. API and Integrations

The Services may include APIs and integrations with third-party systems and services, including Microsoft services and related cloud platforms.

The functionality, availability, and performance of certain parts of the Services may depend on such third-party systems, APIs, permissions, or integrations, which are outside the Company’s reasonable control.

The Company may modify, update, restrict, or discontinue APIs, integrations, or related functionalities, including technical requirements, access methods, or usage limitations, provided that such changes do not materially reduce the overall functionality of the Services.

The Company may implement reasonable usage limitations, rate limits, or security restrictions relating to APIs or integrations for purposes of security, stability, and performance.

The Customer shall access and use APIs and integrations only for their intended purpose and in accordance with applicable documentation. Any unauthorized access, interference with operation, or use beyond the documented scope shall constitute a breach of this Agreement.

The Company shall not be responsible for failures, delays, limitations, or disruptions caused by third-party systems, services, APIs, or infrastructure outside the Company’s reasonable control. This includes changes, limitations, deprecations, outages, or restrictions introduced by third-party providers, including Microsoft.

10. Customer Obligations

The Customer is responsible for its use of the Services and for ensuring that Authorized Users comply with this Agreement. The Customer shall be responsible for:

maintaining appropriate access controls, credentials, permissions, and security measures within its own environment;
ensuring compatibility between the Services and the Customer’s systems, configurations, and third-party environments;
maintaining appropriate backup procedures and internal safeguards for its own systems and data;
maintaining appropriate backups and retention policies for its own environments and data;
ensuring that Customer Data is accurate, lawful, and processed in accordance with applicable laws and regulations; and
obtaining all necessary rights, permissions, consents, and legal bases relating to Customer Data and use of the Services.

The Customer remains responsible for all activities performed through its accounts or environments, whether authorized or unauthorized.

The Customer represents and warrants that it holds and shall maintain throughout the Subscription Term all licences, permits, consents, and authorisations required under applicable law and any relevant third-party terms for the Company to carry out the Services on the Customer’s behalf, including without limitation any Microsoft or other third-party platform licences required to access, integrate with, or interoperate with the Customer’s environment. The Customer shall promptly notify the Company in writing if any such licence or authorisation expires, is revoked, or otherwise ceases to be in force. The Company shall not be liable for any failure or inability to perform the Services to the extent that such failure results from the Customer’s failure to hold or maintain the required licences, permits, consents, or authorisations.

11. Fees, Billing & Payment

The Customer shall pay all applicable fees specified in the relevant Order Form, subscription agreement, quotation, or other commercial agreement (“Fees”).

Unless otherwise agreed in writing, Fees are billed and payable in advance as follows.

Where the applicable Subscription Term is an Auto-Renewal Subscription Term: Fees for the initial twelve (12) month period are invoiced on or after the Effective Date. Fees for each subsequent twelve (12) month period are invoiced in advance after the deadline for giving notice of non-renewal has expired and before the start of that period. Fees invoiced for a period are non-refundable, including where the Agreement is terminated prior to the end of that period.

Where a notice of termination is served by either party, Fees invoiced for any billing period already commenced at the date of termination shall remain due and payable in full and shall not be subject to any pro-rata refund.

The Company’s list prices for the Services are subject to annual indexation of 3%, effective from 1 January of each calendar year. The Fees payable by the Customer shall correspond to the Company’s list prices applicable to the number of licences subscribed for by the Customer. Indexation of the list prices shall not affect Fees already agreed for a current term. As such, the Fees agreed in an Order Form shall remain fixed for the duration of the then-current term, and any indexation of the list prices taking effect during that term shall apply to the Customer only from the commencement of the next renewal period or from the date the Customer enters into a new Order Form, at which time the Fees shall be based on the list prices in force on such date. The revised Fees shall be reflected in the invoice issued for the relevant period, and no separate indexation invoice shall be issued. In addition to indexation, the Company may adjust Fees beyond the indexation rate at the commencement of any renewal period by providing at least sixty (60) days’ prior written notice to the Customer. Continued use of the Services following the Effective Date of any such adjustment shall constitute the Customer’s acceptance of the revised Fees. Where the Customer does not accept the revised Fees, the Customer may serve notice of termination in accordance with Section 20, effective no earlier than the date the revised Fees would otherwise take effect.

All Fees are exclusive of VAT, taxes, duties, and similar governmental charges, which shall be borne by the Customer.

Invoices are payable within thirty (30) days from the invoice date unless otherwise agreed in writing.

If payment is overdue, the Company may:

charge interest and recovery costs in accordance with applicable law;
suspend access to the Services; and/or
require prepayment for continued access to the Services.

The Services may be subject to agreed usage limitations, including the number of users, tenants, devices, storage, or API usage.

If the Customer exceeds agreed usage limitations, the Company may invoice for excess usage, require an upgraded subscription, or reasonably restrict continued excess usage.

Suspension or limitation of the Services does not relieve the Customer of its payment obligations. Unless otherwise stated, all Fees are non-refundable.

12. Suspension

The Company shall be entitled to suspend access to the Services, in whole or in part, immediately and without liability to the Customer, where the Company reasonably determines that suspension is appropriate under the circumstances. The Company will use commercially reasonable efforts to provide prior written notice before suspending the Services, except where prior notice is not practicable or would prejudice the security, integrity, or availability of the Services, other customers, or third parties.

For suspensions arising solely from non-payment, the Company will provide written notice and a minimum of five (5) business days to cure the non-payment before implementing suspension.

Suspension may occur, without limitation, in any of the following circumstances:

the Customer breaches any provision of this Agreement, including any use of the Services beyond the scope of this Agreement;
payment is overdue;
the Customer’s use poses a security risk;
misuse or abnormal usage is suspected; or
suspension is required or requested by a competent authority, regulatory body, or law enforcement, or is necessary to protect the Company from legal or regulatory exposure.

The Company may suspend access immediately and without prior notice where the Company determines, in its reasonable discretion, that suspension is necessary to protect: the integrity or security of the Services; other customers or users; or third-party systems or infrastructure.

The Company reserves the right to investigate suspected violations and may maintain suspension during such investigation.

The Company shall use commercially reasonable efforts to restore access once the underlying issue has been resolved.

Suspension shall not give rise to any liability on the part of the Company, shall not constitute a breach of this Agreement, and shall not affect the Customer’s obligation to pay all Fees during any period of suspension. The Company reserves the right to terminate this Agreement in accordance with the Term and Termination section where a suspension has continued for a period of thirty (30) days or more and the underlying cause has not been remedied by the Customer.

13. Data Processing

Where the Company processes personal data on behalf of the Customer, such processing shall be governed by the DPA, which forms an integral part of this Agreement.

14. Audit & Compliance Information

The Company implements and maintains appropriate security, compliance, and governance controls in respect of the Services, in accordance with good industry practice for similar services.

Upon reasonable written request by the Customer, and subject to the execution of appropriate confidentiality obligations, the Company shall make available to the Customer relevant compliance documentation, certifications, audit reports, security summaries, or policies, to the extent reasonably required to demonstrate the Company’s compliance with applicable security and regulatory requirements.

Where the Company holds current independent third-party certifications, audit reports, or assessments, such documentation shall be deemed to satisfy the Customer’s audit requests to the extent they relate to the corresponding scope.

Customer may request no more than one (1) audit, inspection, or assessment during any twelve (12) month period, unless otherwise required by applicable law or a documented security incident materially affecting the Customer.

Any on-site audit, inspection, penetration testing, or similar assessment requested by Customer shall require the Company’s prior written approval, shall be conducted during normal business hours, upon at least thirty (30) days’ prior written notice, and shall not unreasonably interfere with the Company’s operations, systems, security, personnel, or other customers.

The Company shall not be required to disclose information that would compromise the security of the Services, confidential information of other customers, trade secrets, or information subject to legal or contractual confidentiality obligations.

Unless otherwise required by applicable law or agreed in writing, the Company shall bear its own customary costs and expenses associated with any audit, inspection, or assessment. Any costs or expenses exceeding such customary costs, including any extraordinary or third-party costs incurred by the Company in connection with such audit, inspection, or assessment, shall be borne by the Customer. The Customer shall in all cases bear its own costs and expenses associated with any audit, inspection, or assessment.

15. Intellectual Property Rights

The Company and its licensors retain all rights, title, and interest in and to the Services, including all related software, technology, APIs, workflows, documentation, trademarks, and intellectual property rights.

Except for the limited rights expressly granted under this Agreement, no rights or licenses are granted to the Customer.

The Customer retains all rights to Customer Data.

The Customer shall not remove, alter, or obscure proprietary notices, trademarks, or intellectual property markings contained within the Services.

Any unauthorized use of the Services or infringement of the Company’s or its licensors’ intellectual property rights may result in suspension or termination of access to the Services and other remedies available under applicable law.

The Company may use feedback, suggestions, or improvement requests provided by the Customer for purposes of improving the Services without restriction or obligation.

16. Confidentiality

Each party (the “Receiving Party”) agrees to keep confidential all non-public, confidential, or proprietary information disclosed by the other party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”). For the avoidance of doubt, Confidential Information includes information disclosed orally, in writing, electronically, or by any other means, whether or not marked as confidential, where a reasonable person in the circumstances would understand it to be confidential.

Confidential Information shall include, without limitation:

technical information, software, source code, algorithms, documentation, system architecture, security measures, processes, and configurations, including the Company’s platform architecture and the Customer’s environment configurations, tenant settings, device and policy configurations, and application inventories accessed or processed through the Services;
business and commercial information;
pricing, agreements, and contractual terms;
security measures, processes, and system architecture; and
Customer Data.

The Receiving Party shall:

use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted under this Agreement;
restrict access to Confidential Information to employees, affiliates, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set out herein; and
implement appropriate technical and organizational measures to protect Confidential Information against unauthorized access, disclosure, or misuse.

The obligations set out in this Section shall not apply to information that:

is or becomes publicly available without breach of this Agreement;
was lawfully known to the Receiving Party prior to disclosure;
is independently developed without use of or reference to Confidential Information; or
is required to be disclosed by law, regulation, or court order, provided that the Receiving Party (to the extent legally permitted) gives prompt notice to the Disclosing Party prior to such disclosure.

The Company may disclose Confidential Information to subprocessors and service providers as necessary to provide the Services, provided that such parties are subject to confidentiality obligations consistent with this Agreement.

Each party shall remain responsible for any breach of confidentiality by its personnel, affiliates, or subcontractors.

Upon termination or expiration of this Agreement, each party shall, upon request, return or securely delete Confidential Information of the other party, unless retention is required by applicable law or necessary for legitimate business purposes, including compliance, security, and backup procedures.

The obligations set out in this Section shall survive termination of this Agreement for a period of five (5) years, or, with respect to trade secrets, for as long as such information remains a trade secret under applicable law.

Confidentiality obligations relating to Customer Data shall survive for as long as such Customer Data remains protected under applicable data protection laws.

17. Disclaimers

The Services are provided on an “AS IS” and “AS AVAILABLE” basis.

To the maximum extent permitted by applicable law, the Company disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including but not limited to:

merchantability;
fitness for a particular purpose; and
non-infringement.

While the Company strives to provide a reliable and high-quality service, the Customer acknowledges that the Services may not always be uninterrupted, secure, or error-free. The Company does not warrant that:

the Services will operate without interruption or delay;
all errors or defects will be identified or corrected; or
the Services will be fully compatible with all third-party systems or environments.

The Customer acknowledges that the Services depend on third-party systems, APIs, and infrastructure, which are outside the Company’s control.

The Company shall not be responsible for delays, limitations, or disruptions resulting from changes made by third-party providers or external services.

The Customer further acknowledges that no system can be guaranteed to be completely secure, and that security is subject to the shared responsibility model set out in this Agreement.

No information or advice provided by the Company shall create any warranty unless expressly stated in this Agreement.

18. Limitation of Liability

To the maximum extent permitted by applicable law, each Party’s total aggregate liability arising out of or in connection with this Agreement (or, in the case of a Partner, arising out of or in connection with the applicable Partner Agreement) shall not exceed the higher of:

an amount equal to twelve (12) months’ Fees paid or payable by the Customer under this Agreement, calculated at the rate in effect at the time of the event giving rise to the claim; or
EUR 100,000 (one hundred thousand euros),

regardless of the number of claims, the form of action, or the basis of liability.

For the avoidance of doubt, the liability cap set out in this Section 18 applies as a single aggregate cap across all claims arising out of or in connection with this Agreement and any applicable Partner Agreement and shall not be applied separately to each agreement. To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for:

indirect, incidental, special, or consequential damages;
loss of profits, revenue, business opportunities, or anticipated savings;
loss, corruption, or inaccuracy of data;
business interruption or downtime; or
loss of goodwill or reputational damage.

The Company shall not be liable for any failure, delay, or disruption caused by third-party systems, including but not limited to:

cloud providers;
APIs;
Microsoft services; and
external infrastructure.

The Company shall not be liable for any loss or damage arising from:

Customer misconfiguration or improper use of the Services;
failure by the Customer to implement appropriate security measures;
actions or omissions of Authorized Users; or
use of the Services in violation of this Agreement.

All claims arising out of or in connection with the same event or series of related events shall be treated as a single claim for the purposes of the liability cap. Any claim must be brought by written notice to the Company within six (6) months from the date on which the Customer first became aware, or should reasonably have become aware, of the event giving rise to the claim. Claims not notified within this period shall be absolutely time-barred, to the fullest extent permitted by applicable law. The Parties acknowledge that the limitations of liability set out in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the Parties.

Nothing in this Agreement shall exclude or limit liability for:

fraud or fraudulent misrepresentation;
wilful misconduct;
death or personal injury caused by negligence; or
any liability that cannot be excluded or limited under applicable law.

In addition, the limitations and exclusions of liability set out in this Section 18 shall not apply to:

the Customer’s obligation to pay Fees and any other amounts due under this Agreement;
a Party’s breach of Section 8 (License Grant and Use Rights), or any infringement or misappropriation by a Party of the other Party’s intellectual property rights;
a Party’s breach of Section 16 (Confidentiality); or
the Customer’s indemnification obligations under Section 19.

19. Indemnification

The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, employees, officers, directors, partners, and licensors (each, an “Indemnified Party”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable legal fees and disbursements, arising out of or relating to:

the Customer’s use of the Services in breach of or in connection with this Agreement;
Customer Data, including any claim by a third party that Customer Data infringes or misappropriates any intellectual property right or violates any applicable law or regulation;
the Customer’s environment, systems, configurations, integrations, or third-party services used in connection with the Services;
the Customer’s failure to obtain, hold, or maintain any licence, permit, consent, or authorisation required under applicable law or any relevant third-party terms for the Company to perform the Services, or the Customer’s failure to promptly notify the Company of the expiry, revocation, or cessation of any such licence, permit, consent, or authorisation;
the Customer’s violation of applicable laws or regulations; or
acts or omissions of Authorized Users.

The Company shall provide reasonable notice to the Customer of any claim for which indemnification is sought. The Customer shall not, without the Company’s prior written consent (not to be unreasonably withheld or delayed), settle, compromise, or consent to the entry of any judgment in respect of any claim that imposes any liability, obligation, restriction, or cost on any Indemnified Party. The Company reserves the right, at its own expense, to assume sole control of the defence and settlement of any claim that is subject to indemnification by the Customer, in which case the Customer shall cooperate fully with the Company at the Customer’s expense.

The Company shall defend the Customer against any third-party claim alleging that the Services, as provided by the Company and used in accordance with this Agreement, infringe a third party’s patent, copyright, trademark, or other intellectual property right and shall pay damages finally awarded against the Customer or agreed in settlement by the Company.

The Company’s intellectual property indemnification obligations shall not apply to claims arising from:

Customer Data;
modifications made by the Customer or any third party to the Services without the Company’s written consent;
combinations of the Services with products, services, technologies, or content not provided or approved by the Company;
use of the Services contrary to the applicable documentation or this Agreement; or
use of any version of the Services other than the most current version, where the claim would not have arisen in relation to such current version.

If such an intellectual property claim arises or is reasonably likely to arise, the Company may, at its sole option:

procure the right for the Customer to continue using the affected Services;
modify or replace the affected Services so that they become non-infringing while maintaining substantially equivalent functionality; or
terminate the affected Services upon written notice and provide a pro-rata refund of prepaid Fees covering the unused portion of the Subscription Term.

This Section states the Company’s entire liability and the Customer’s sole and exclusive remedy with respect to any intellectual property infringement claim relating to the Services.

20. Term and Termination

This Agreement shall commence on the Effective Date and shall remain in effect for the applicable Subscription Term as specified in the applicable Order Form.

Where the applicable Subscription Term is an Auto-Renewal Subscription Term: the Agreement shall have an initial term of twelve (12) months from the Effective Date and shall automatically renew for successive twelve (12) month periods unless either party gives written notice of non-renewal at least one (1) month prior to the end of the then-current period.

Either party may terminate this Agreement for cause upon written notice if the other party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receipt of written notice from the terminating party specifying the breach in reasonable detail (or such shorter period as is reasonable in the circumstances, having regard to the nature and severity of the breach).

Notwithstanding the foregoing, and without prejudice to any cure period that may otherwise apply, the Company shall be entitled to terminate this Agreement immediately upon written notice in any of the following circumstances:

the Customer materially breaches this Agreement;
the Customer repeatedly violates usage restrictions or acceptable use provisions (irrespective of whether prior breaches were remedied); or
the Customer fails to pay any Fees when due and such failure is not remedied within five (5) business days of written notice from the Company; or
the Customer becomes insolvent, makes an assignment for the benefit of creditors, is subject to a petition for bankruptcy or administration, enters into liquidation (whether voluntary or compulsory), has a receiver or administrator appointed over its assets, or takes or suffers any analogous action in any jurisdiction.

Upon termination of this Agreement:

except as set out below, the Customer’s access to the Services shall immediately cease;
all rights granted to the Customer shall terminate; and
any outstanding Fees shall become immediately due and payable.

Following termination or expiration of the Subscription Term, the Customer shall have thirty (30) days from the date of termination or expiration to request export of Customer Data in a commonly used, machine-readable format (the “Data Retrieval Period”).

During the Data Retrieval Period, access to the Services shall be limited solely to data retrieval and export activities. The Company shall have no obligation to provide access beyond the Data Retrieval Period. Since Fees are billed in advance, all Fees invoiced prior to or at the commencement of the billing period in which termination takes effect are non-refundable. For the avoidance of doubt, no pro-rata refund shall be due in respect of any unused portion of a prepaid billing period.

Termination shall not affect any rights or obligations that have accrued prior to the date of termination. The following provisions shall survive termination or expiration of this Agreement:

Fees, Billing and Payment;
Intellectual Property Rights;
Confidentiality;
Limitation of Liability; and
Indemnification.

Following expiry of the Data Retrieval Period, the Company shall have no obligation to retain, maintain, or make available any Customer Data and may, subject to applicable data protection law and the DPA, permanently delete all Customer Data from its systems without further notice to the Customer.

21. General Provisions

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the contracting Robopack entity is incorporated, unless otherwise expressly agreed in the applicable Order Form, Partner Agreement, subscription agreement, quotation, or other commercial agreement. If the contracting entity is Robopack Group A/S, this Agreement shall be governed by the laws of Denmark, and the competent courts of Denmark shall have exclusive jurisdiction. If the contracting entity is Robopack Inc., this Agreement shall be governed by the laws of the state specified in the applicable Order Form or Partner Agreement, and disputes shall be resolved in the courts specified therein.

If the dispute cannot be resolved within a reasonable period, either party may request that the dispute be submitted to mediation, unless otherwise agreed in the applicable Order Form or Partner Agreement; such mediation shall:

be conducted in the jurisdiction of the contracting Robopack entity, unless otherwise agreed;
be administered by a recognized mediation institution or a mutually agreed mediator;
be conducted in the English language, unless otherwise agreed; and
be treated as confidential.

Each party shall bear its own costs of mediation unless otherwise agreed.

If the dispute is not resolved through mediation within sixty (60) days of the commencement of mediation (or such other period as the Parties may agree in writing), either party may refer the dispute to the courts of competent jurisdiction as follows: (a) where the contracting Robopack entity is Robopack Group A/S, the competent courts of Denmark shall have exclusive jurisdiction; (b) where the contracting Robopack entity is Robopack Inc., the courts of the state specified in the applicable Order Form or Partner Agreement shall have exclusive jurisdiction.

Neither party shall be liable for any failure or delay in performance under this Agreement due to events beyond its reasonable control, including but not limited to:

natural disasters;
war or terrorism;
labor disputes;
cyber incidents despite the affected party maintaining commercially reasonable technical and organizational security measures consistent with recognized industry standards; or
failure of third-party infrastructure or services,

provided that the affected party uses reasonable efforts to mitigate the effects of such events.

The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of the Company.

The Company may assign or transfer this Agreement:

to an affiliate; or
in connection with a merger, acquisition, or sale of all or substantially all of its assets,

without the Customer’s prior consent. The Company will provide Customer with reasonable prior written notice of any such assignment.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

The Customer shall comply with applicable export control and sanctions laws in connection with its use of the Services.

Any notices under this Agreement shall be given in writing and may be delivered by email or other agreed communication channels.

22. Contact Information

Questions regarding this Agreement may be directed to:

Robopack Group A/S
Kongevejen 418
2840 Holte
Denmark

Email:
[email protected]
[email protected]