This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”), and Positron Networks, Inc.,  and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the https://robbie.run platform as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Platform”). The Platform enables access to environments for running scientific computing jobs (“Jobs”) and provides various related functionality and services (“Company Services”).
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Supplemental terms and conditions or documents that may be posted on the Platform from time to time, are hereby expressly incorporated into this Agreement by reference.
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Company makes no representation that the Platform is appropriate or available in other locations other than where it is operated by Company. The Platform is not intended for use by any person or entity in any jurisdiction or country where such use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
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All users who are minors in the jurisdiction in which they reside (generally under the age of 18) may not register for or use the Platform.
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YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE PLATFORM.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICE.

IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE PLATFORM.

COMPANY SERVICES

The Company Services enable access to environments (the “Environments”) for running scientific computing jobs and provides various related functionality and services.

Currently, the Platform provides access to the following computing environments:

1. Mass Open Cloud Alliance (MOC-A), a non-profit organization administratively based at the Rafik B. Hariri Institute for Computing and Computational Science at Boston University, and administered by the Trustees of Boston University (BU)

2. Amazon Web Services (AWS)

Company may modify the listing of available Environments at any time, which may result in an expansion or reduction of the number or use of the Environments. Users will have discretion to choose which environments to use for running Jobs, subject to the restrictions below, and any restrictions that Company may adopt in the future. Additionally, the Company Services may be modified or discontinued by Company at any time without liability. You agree and consent that Company may provide reports to Environments of the names of organizations running Jobs and the amount of compute time consumed by each Job.

COMPANY MAY, IN ITS SOLE DISCRETION, REFUSE TO RUN ANY JOB, FOR ANY OR NO REASON, WITHOUT LIABILITY TO ANY USER, AND ALL USERS HEREBY WAIVE ANY CLAIMS ARISING FROM ANY SUCH REFUSAL BY COMPANY.

Public Release Requirement for use of MOC-A:

Access to and use of MOC-A is strictly limited to Jobs that will release the results of the Jobs publicly for unrestricted public use (the “Public Release Requirement”). The release of such results may be in the form of publication in journals, conference presentations, posting on institutional or research websites, open source code repositories, or released through government repositories and databases. The release of such results must be intended to occur within 24 months of completion of a Job run Exceptions to this Public Release Requirement may be granted by Company in its discretion on a case-by-case basis where extenuating circumstances apply, such as the presence of national security concerns.

f Company determines in its discretion that a Job run on MOC-A does not or is reasonably suspected not to satisfy the Public Release Requirement, then Company will perform an initial investigation (an “Investigation”). The Company will notify you within one month that they performed this Investigation. During such Investigation, Company may access, and users hereby, under such circumstances, authorize Company to access, Job activity and Job content that has been loaded by the user onto the Platform necessary for or related to running the Job, as necessary determine compliance or non-compliance with the Public Release Requirement. Users also, under the circumstances described herein, hereby authorize Company to release information obtained during the Investigation to BU for its consideration in relation to the Investigation. All such information will remain strictly subject to the confidentiality provisions set forth in this Agreement. Company may make its finding in its sole discretion as to whether or not a Job satisfies the Public Release Requirement. If Company has determined in its sole discretion that a Job does not satisfy the Public Release Requirement, then Company may choose to prohibit such user from accessing MOC-A or may terminate such users account on the Platform completely.

COMPANY SHALL HAVE NO LIABILITY TO ANY USER, AND ALL USERS HEREBY WAIVE ANY SUCH CLAIMS, ARISING FROM A DETERMINATION BY COMPANY THAT A USER HAS VIOLATED THE PUBLIC RELEASE REQUIREMENT OR A DECISION BY COMPANY TO LIMIT OR TERMINATE A USER’S ACCESS TO ALL OR ANY PART OF THE PLATFORM, EVEN IF SUCH DETERMINATION BY COMPANY TURNS OUT TO HAVE BEEN ERRONEOUS.

Beta Release Period

During the initial release of the Platform, the Platform will be labeled as a beta release. The beta release period will continue until such time as Company determines that a general non-beta release of the Platform can occur. During the beta release period, the Platform and the Company Services are provided “as is” without any warranty whatsoever, and all use of the Platform, and the results therefrom, shall be the sole responsibility and at the sole risk of the users.

Acceptable Use Policy

In addition to the terms of this Agreement, users agree to be subject to and comply with the Acceptable Use Policy posted on the Platform. Users agree to not submit jobs or requests that overload the computing, storage, or processing capabilities of our underlying platform providers, including MOC-A and AWS.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

a. monitor the Platform utilization for violations of this Agreement;
b. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
c. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s Job content or any portion thereof that may violate this Agreement or any Company policy;
d. in Company’s sole discretion and without limitation, notice or liability to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems; and
e. otherwise manage the Platform in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Platform.

USER REPRESENTATIONS

Regarding Your Registration

By using the Company Services, you represent and warrant that:
a. all registration information you submit is truthful and accurate;
b. you will maintain the accuracy of such information;
c. you will keep your password and any API keys provided by the Company confidential and will be responsible for all use of your password and account; and
d. your use of the Company Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). You are not allowed to let anyone else use your account and you may not share your login and password with anyone else. You must notify Company immediately of any breach of security or unauthorized use of your account.

You are responsible to Company for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to the Company Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Company for any fees arising from the use of the Company Services by any of these persons, even if that use was not authorized by you.

Regarding Content You Provide

When running Jobs, or utilizing other Company Services, you will be uploading or transferring various content and materials to the Platform and/or to Company, which may include, without limitation, software (including binary and source code), data, text, writings, video, audio, recorded communications, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively "User Content"). When you create or make available a User Content, you thereby represent and warrant that:

a. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;

b. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the Platform users to use your User Content as necessary to exercise the licenses granted by you under this Agreement;

c. you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by this Platform;

d. your User Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

e. your User Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;

f. your User Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and

g. your User Content does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.

U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons (“SDN”) List

User represents and warrants that neither it nor any of its affiliates, officers, directors, employees, and representatives are an individual or entity (“Person”) that is, or is owned 50% or more, or controlled, by, directly or indirectly, individually or in the aggregate, one or more persons that are,  the subject of any sanctions administered or enforced by the United States, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, the United Nations Security Council, the European Union and the relevant sanctions authorities of each of its member states, or the United Kingdom, including the United Kingdom’s HM Treasury, or any other relevant sanctions authority (all such persons that are the subject of such sanctions referred to herein as a “Sanctioned Person,” or, collectively, as “Sanctioned Persons,” all sanctions referenced above referred to herein as “Sanctions,” and each such authority administering such Sanctions, a “Sanctions Authority”), including by virtue of appearing on any list of Sanctioned Persons maintained by a Sanctions Authority or any agency thereof, or by virtue of being located, organized, or resident in any jurisdiction that is the subject of Sanctions administered by a Sanctions Authority (each such jurisdiction, a “Sanctioned Jurisdiction”) (including, currently, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions of Ukraine). Any breach of this clause is a material breach of the Agreement and grounds for immediate termination. User will inform Company immediately upon becoming aware of the occurrence of any event that would give rise to a breach of this Section.

USER CONTENT LICENSE

By transferring User Content to any part of the Platform you automatically grant, and you represent and warrant that you have the right to grant, to Company an non-exclusive, royalty-free, worldwide right and license to host, use, copy, reproduce, archive, store, cache, and transmit such User Content for the purpose of providing the Company Services, and to exercise other rights and perform obligations set forth in this Agreement. You grant us a royalty-free license to use your name, organization, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos in conjunction with and in relation or association with your User Content. Company does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Users hereby authorize Company to transfer User Data to the Environments for the purpose of such Environments running Jobs submitted by users. Company will contractually bind Environments to maintain the confidentiality of the User Content, provided that Company shall bear no responsibility or liability for the actions of the Environments, and users hereby waive any right to make claims against Company arising from the conduct of the Environments.

USER CONTENT RETENTION

Our Platform will maintain User Content that you transfer to the Platform for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. We will retain the User Content as long as you request, subject to payment of any required fees, and/or in conformance with our data retention policy, which may require earlier deletion.

Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services.  You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

CONFIDENTIALITY

"Confidential Information" means all information not generally known to the public, relating to each party’s business, in any form, regardless of whether such information or material is marked as confidential, and includes, but is not limited to, all information known by a party to be considered confidential and proprietary by the other party or from all relevant circumstances should reasonably be assumed by Company or a user to be confidential and proprietary to the other, including, without limitation, trade secrets, inventions, software, technical processes and formulas, development methodologies, business plans, and customer information.  Confidential Information also includes any information described above which a party obtains from another party and which a party designates as Confidential Information. The User Content is the Confidential Information of the respective users.

Restrictions

Company and users recognize that in carrying out this Agreement, they may receive Confidential Information of the other party.  All Confidential Information which the parties may now possess, obtain or create during or after the performance contemplated by this Agreement will be held confidential by the parties for the benefit of the other, using the same standard of care that each uses to protect its own confidential and proprietary information to prevent the disclosure of the Confidential Information, but in no event less than reasonable care.  Each party will not directly or indirectly reveal, report, publish or disclose such Confidential Information to any person, firm or corporation not expressly authorized by the owner of such Confidential Information to receive such Confidential Information, or use (or assist any person to use) such Confidential Information except for the benefit of the owner thereof and in the course of the performance hereunder.  In addition, neither Company nor users shall appropriate the Confidential Information to their own use, or to the use of any third party.  Each party shall require that each of its employees and independent contractors who work on or have access to the Confidential Information sign a suitable confidentiality agreement that is no less protective than as provided under this Agreement and they shall be advised of the confidentiality and other applicable provisions of this Agreement. If the parties have entered into a separate non-disclosure agreement prior to the Effective Date, then the terms of such non-disclosure agreement shall be replaced by the terms in this Section for all purposes for information disclosed and/or used after the date this Agreement becomes effective.

Notwithstanding anything to the contrary in this Section, the restrictions in this Section shall not serve to limit Company’s right to undertake an Investigation, as defined earlier in this Agreement, subject to the requirement to maintain the confidentiality of the User Content.

Disclosure Exceptions

Information shall not be deemed confidential that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain without violation of this Agreement by a receiving party, (b) is already in the receiving party’s possession as evidenced by written documents prior to the disclosure thereof by the other party, (c) is subsequently learned, without violation of this Agreement by the receiving party, from a third party not under a confidentiality obligation to the disclosing party, or (d) is developed by the receiving party without reference to the disclosing party’s Confidential Information and as evidenced by written documents.

By Law or to Protect Rights

Company may disclose Confidential Information when we believe disclosure is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of our Company, our users, our employees, or others; to comply with applicable law or cooperate with law enforcement; or to enforce this Agreement or other agreements or policies, in response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us.

Equitable Relief

Each party, as applicable, acknowledges that a breach of this Section would be damaging to the other party, and that in such circumstances damages may be difficult to calculate, that monetary damages alone may not be a sufficient remedy for any such breach and that such breaches would cause irreparable damage to the non-breaching party.  It is hereby agreed that upon any such breach, or threatened breach, the non-breaching party will be entitled to seek and obtain equitable relief, including injunctive relief and specific performance, or any other relief as may be granted by any court, without the necessity of proving actual damages or posting of security or a bond.

System Data

Company may monitor, gather, use and share, for its business purposes, including improving the Platform, System Data gathered from your use of the Platform, provided that such data does not include your User Content. “System Data” means anonymized user and other data collected by Company regarding the Platform that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Platform. System Data is not the Confidential Information of users.

PURCHASES; PAYMENT

Company bills users through an online billing account for purchases and use of the Company Services. You agree to pay Company all charges at the prices then in effect for the Company Services you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. All payments shall be in U.S. dollars.  Charges that are not disputed within 30 days of the date charged are conclusively deemed accurate. Company may change prices at any time, and will make reasonable efforts to provide at least 60 days prior notice of price changes by posting such modified pricing on the Platform.

The general method of payment for Environment utilization is through the advance purchase of tokens. Company may change the price of tokens at any time and the amount of compute time on the Environments by a purchased token may be increased or decreased at any time due to fluctuations in Company’s cost of Environment utilization and other factors. However, once a Job has been submitted, the price and compute time value of tokens purchased for such submitted Job will not change.

Fees are exclusive of taxes and you will pay or reimburse Company for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on Company’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Company with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

Your account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be suspended, archived or purged from the Platform if your account is delinquent for more than 30 days. Company may impose a charge to restore archived data from delinquent accounts. Company may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by Company 30 days after the mailing date of the invoice, or the Company Service may be terminated.

Unpaid amounts are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus you will be responsible for all expenses of collection, including attorneys’ fees.

REFUND POLICY

Payments for consumed Company Services are final no refunds shall be issued. The Company, at its sole discretion, may choose to issue refunds for unused tokens. If you would like a refund for unused tokens, please send a request to support@robbie.run, and the Company will, at its sole discretion, decide on whether to refund your deposit.

CANCELLATION

To cancel the Company Services ordered on a subscription basis, you must follow the process we specify on our Platform in our documentation. If you cancel, the Company Services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew the Company Services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Company Services ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Platform for any other purpose other than that for which Company makes it available. Prohibited activity includes, but is not limited to:

a. criminal or tortious activity;
b. systematic retrieval of data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;
c. making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
d. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords;
e. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
f. interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform;
g. attempting to impersonate another user or person or using the username of another user;
h. selling or otherwise transferring your profile;
i. using any information obtained from the Platform in order to harass, abuse, or harm another person;
j. using the Company Service as part of any effort to compete with Company or to provide services as a service bureau;
k. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Platform;
l. attempting to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;
m. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you;
n. deleting the copyright or other proprietary rights notice from any Platform content;
o. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Platform, or using or launching any unauthorized script or other software; or
p. using the Platform in a manner inconsistent with any and all applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The content on the Platform (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

You hereby give Company the right to use your business' name, logos, trademarks, and service marks on Company’s customer lists which may be displayed on the Platform and in other publications in whatever media form.

THIRD PARTY PLATFORMS AND CONTENT

The Platform contains (or you may be sent through the Platform or the Company Service) links to other websites ("Third Party Platforms") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Platforms and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Platforms accessed through the Platform or any Third Party Content posted on, available through or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Platforms or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Platform or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Platforms or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third Party Platforms will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SOFTWARE LICENSE

Subject to other license terms specific for particular applications, Company grants you a personal, non-exclusive, non-transferable, limited license to use software as provided to you by Company as a part of the Company Service and in accordance with this Agreement; provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the software, and you shall not exploit the Company Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE COMPANY SERVICE, EXCEPT FOR USE OF THE COMPANY SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

As part of the Company Services, you may from time to time receive updates to the software from Company which may be automatically downloaded and installed to your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the software. You agree that Company may automatically deliver such updates to you as part of the Company Services and you shall receive and install them as required.

Open source software is important to us. Some software used in the Company Services may be offered under an open source license. There may be provisions in an open source license that expressly overrides some of these terms.

SECURITY

We take security of your information seriously and use reasonable electronic, personnel, and physical measures to protect it from loss, theft, alteration, or misuse.  However, please be advised that even the best security measures cannot fully eliminate all risks. We cannot guarantee that only authorized persons will view your information. We are not responsible for third party circumvention of any privacy settings or security measures.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Platform or are otherwise a user or member of the Platform, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Platform and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Platform and Company Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS.  TO CANCEL, CALL OR E-MAIL A COMPANY CUSTOMER CARE REPRESENTATIVE (support@robbie.run) DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS.  THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS
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To Agreement

Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Platform and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Platform for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.

DISPUTES

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Platform or the Company Services shall be governed and construed by the law of Massachusetts, excluding such state’s conflicts of law rules.  Any legal action of whatever nature by or against Company arising out of or related in any respect to this Platform and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Suffolk County, Commonwealth of Massachusetts; subject, however, to the right of Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Platform and/or the Company Service (including your visit to or use of the Platform and/or the Company Service) be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement.

CORRECTIONS

Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

AVAILABILITY

The Company makes no guarantees on system or service availability, including the availability of underlying service providers including MOC-A or AWS. Services the Company depends upon to execute jobs may be unavailable due to planned or unplanned maintenance from time to time. The Company will undertake best efforts to communicate service disruptions to you, but makes no guarantee, and cannot be held responsible for any loss, disruption, or costs you may incurr as a result of service unavailability.

DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE PLATFORM AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY PLATFORMS LINKED TO THIS PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $5,000.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITIES

Company will defend user against any claim, demand, suit, or proceeding made or brought against user by a third party (“Claim”) alleging that the use of components of the Platform proprietary to Company, as permitted hereunder, infringes or misappropriates a United States patent, copyright or trade secret or trademark of any third party, and in respect of each Claim, Company will indemnify user for any liabilities, awards, penalties or costs (including reasonable attorneys' fees) in connection with any such Claim (“Costs”); provided that (a) user will promptly notify Company of such Claim (provided that the failure to provide such notice shall not relieve Company of its indemnification obligations except to the extent of any material prejudice directly resulting from such failure), (b) Company will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Company may not settle any Claim without user’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases user of all related liability) and (c) user reasonably cooperates with Company in connection therewith.  If the use of the Platform by user has become, or in Company’s opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (i) procure for user the right to continue using and receiving the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are determined by Company to not be reasonably practicable, terminate this Agreement and provide refund of any prepaid unused fees.  Company will have no liability or obligation with respect to any Claim to the extent such Claim results from (A) compliance with designs, guidelines, plans or specifications provided by user, or the use or inclusion of User Content; (B) use of the Platform by user not in accordance with this Agreement or in violation of any applicable law; (C) modification of the Platform by any party other than Company without Company’s express consent; (D) user Confidential Information or (E) the combination, operation or use of the Platform with other applications, portions of applications, product(s) or services in a manner not reasonably required where the Platform would not by itself be infringing. For clarity, users acknowledge that this infringement indemnification only pertains to components of the Platform proprietary Company, and does not include any third-party components or technology, including without limitation, the Environments.

You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your User Content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information on the Platform. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

ELECTRONIC CONTRACTING

Your use of the Company Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.Your use of the Company Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

GOVERNMENT USERS

If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control.  If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below or on the Platform, or if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

Positron Networks, Inc.
Email: support@robbie.run