IMPORTANT – READ CAREFULLY:
This End-User License Agreement (“EULA”) is a legal agreement between https://robin.io/ROBIN SYSTEMS, INC., a Delaware corporation (“RSI”), and you, the installing party (“Licensee”), for the installation and use of RSI’s virtualization technology software (the “Robin Product Software”). The Robin Product Software licensed hereunder can be in either the form of: (1) a feature-limited version of the software (the “Trial Version”); (2) a fully featured version of the software with use restricted to one physical or virtual server (the “Developer Edition”); (3) a fully featured version of the software with use restricted to up to five physical or virtual servers (the “Community Edition”); or (4) upon payment of the applicable license fee, a fully featured version of the software (the “Full Version”). Please read this EULA carefully. Licensee’s use of the Robin Product Software, in either form, is subject to the terms of this EULA. By using any portion or form of the Robin Product Software, Licensee agrees to be bound by the terms of this EULA. If Licensee does not agree to the terms of this EULA, do not use the Robin Product Software.
1. GRANT OF LICENSE.
RSI, as Licensor, grants to Licensee a limited right to use the software subject to the foregoing restrictions which vary based on which form of the Robin Product Software is being downloaded or accessed by you:
With respect to the Trial Version, a revocable, non-exclusive, non-transferrable, install and use the Trial Version on one (1) server machine;
(1) With respect to the Developer Edition, a revocable, non-exclusive, non-transferrable, right to install and use the Developer Edition on one (1) physical or virtual server machine;
(2) With respect to the Community Edition, a revocable, non-exclusive, non-transferrable, right to install and use the Community Edition on up to five (5), in the aggregate, physical or virtual server machines;
(3) With respect to the Full Version, a revocable, non-exclusive, non-transferrable, right, upon payment of all applicable license fees, to install and use the Developer Edition on the number of server machines specified in the applicable order.
(4)With respect to the Full Version, a revocable, non-exclusive, non-transferrable, right, upon payment of all applicable license fees, to install and use the Developer Edition on the number of server machines specified in the applicable order.
RSI further permits Licensee to reproduce a reasonable number of the sets of technical documentation which RSI generally makes available, included printed updates, “Read Me” files and release notes (the “Doc Sets”). Neither the Robin Product Software, the Doc Sets, nor any portions thereof may be resold or redistributed in any form whatsoever. All rights not expressly granted to Licensee are reserved to RSI and/or its licensors. Licensee agrees that the licenses granted herein do not include the right to, that it will not attempt to, rent, lease, sublicense, loan, reverse compile, modify, translate, or disassemble the Robin Product Software in whole or in part, or authorize others to do any of the foregoing.
2. ROBIN PRODUCT SOFTWARE OWNERSHIP.
The Robin Product Software is protected by copyright, patent and trade secret laws and international treaty provisions. No title to the intellectual property in the Robin Product Software is transferred to Licensee. Licensee does not acquire any rights to the Robin Product Software except as expressly set forth in this EULA. RSI shall retain full and complete title to the Robin Product Software and all subsequent copies of the Robin Product Software, regardless of the media or form on or in which the original copies may exist. The License is not a sale of the original Robin Product Software or any of the underlying material.
All rights, title, and interest in and to the Robin Product Software (including, but not limited to, any images, photographs, animations, video, audio, music and text incorporated into the Robin Product Software), and any and all copies of the Robin Product Software are owned by RSI or its licensors. Copyright laws and international treaty provisions protect the Robin Product Software. Therefore, Licensee must treat the Robin Product Software like any other copyrighted material. This EULA does not grant Licensee any rights to trademarks or services marks of RSI. The Robin Product Software is licensed, not sold.
4. RESTRICTIONS ON USE.
Licensee may not: (a) use the Robin Product Software on any other systems, servers or devices except the physical or virtual server(s) associated with this installation, (b) distribute, share, sublicense, lend, lease or otherwise make the Robin Product Software available to any third party (on the Internet, an information network or tangible media, by broadcast or in any other manner), (c) modify, adapt, or create derivative works from or translate any part of the Robin Product Software, (d) reverse engineer, decompile or disassemble the Robin Product Software or otherwise attempt to obtain its source code, (e) remove or alter any copyright, trademark or other proprietary notice contained in the Robin Product Software or (f) use the Robin Product Software in any manner not set forth in this EULA or in Doc Sets.
5. THIRD PARTY SOFTWARE.
The Robin Product Software has been developed to operate with other software and technology owned and controlled by third parties. Licensee agrees that (a) Licensee will use such third-party hardware, services, software or technology in accordance with this EULA, (b) RSI does not make any warranties, conditions, undertakings or representations of any kind, either expressed or implied, to Licensee concerning such third-party hardware, services, software or other technology, (c) no third party will have any obligation or liability to Licensee as a result of this EULA, (d) such third party materials may be licensed under license terms which grant Licensee additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this EULA, (e) any and all third party hardware, software or technology that may be distributed or used together with the Robin Product Software will be subject to Licensee explicitly accepting those separate licensing terms and conditions required for such use. The inclusion of any third party hardware, services, software or technology does not imply an endorsement by RSI of the third-party hardware, services, software or technology.
Licensee may not assign any right under this EULA, including to any affiliate, subsidiary, or joint venture, without the prior written consent of RSI. Any purported assignment by Licensee shall be null and void. RSI may assign this Agreement without limitation. To the extent that this prohibition may be unenforceable, any such assignment must be subject to the terms and condition of this EULA.
To the extent RSI gives its written consent to an assignment or transfer of the Robin Product Software to the U.S. Government, the Robin Product Software may only be transferred with “Restricted Rights”, as that term is defined in the Department of Defense (“DOD”) Supplement to the Federal Acquisition Regulations (“DFARS”) in paragraph 252.227-7202.32 (c)(1) if to the DOD, or, if the Robin Product Software is supplied to any unit or agency of the U.S. Government other than DOD, the U.S. Government’s rights in Robin Product Software shall be no greater than those set forth in FAR 52.227-19(c)(1) or (c)(2), Commercial Computer Software-Restricted Rights; or FAR 52.227-14, Rights in General Data Alternative III, as applicable.
Licensee’s right to use the Robin Product Software will automatically terminate if Licensee fails to comply with any provision of this EULA. If Licensee’s right to use the Robin Product Software is terminated, Licensee must: (a) cease all use of the Robin Product Software, (b) destroy the original and all copies of the Robin Product Software and (c) permanently delete all copies of the Robin Product Software from the computer on which it has been installed. Sections 2, 4, 8 through 11 and 13 through 17 shall survive the termination of this EULA.
The Robin Product Software may include Confidential Information that is secret and valuable to RSI and its licensors. Licensee is not entitled to use or disclose that Confidential Information other than strictly in accordance with the terms of this EULA. Licensee shall not disclose Confidential Information to any third parties and shall not to use any Confidential Information for any purpose except as required to use the Robin Product Software consistent with this EULA. For the purposes of this EULA, “Confidential Information” shall mean data and information of a proprietary or confidential nature, including, but not limited to, trade secrets, computer programs, product plans, business strategies, proprietary tools, methodologies, software, and the serial numbers that accompany the Robin Product Software.
9. LIMITED WARRANTY.
THE ROBIN PRODUCT SOFTWARE IS PROVIDED “AS IS.” TO THE FULL EXTENT ALLOWABLE BY LOCAL LAW, RSI DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RSI OR A RSI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. WITHOUT LIMITATION OF THE FOREGOING, RSI AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT: (a) THE ROBIN PRODUCT SOFTWARE WILL BE ERROR-FREE, (b) LICENSEE’S USE OF THE ROBIN PRODUCT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE ROBIN PRODUCT SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR (d) THE ROBIN PRODUCT SOFTWARE WILL OPERATE WITH THE HARDWARE OR SOFTWARE CONFIGURATION LICENSEE CHOOSES.
10. LIMITATION ON LIABILITY.
RSI’S MAXIMUM LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS EULA SHALL BE LIMITED TO ONE THOUSAND DOLLARS ($1,000) AND, WITH RESPECT TO CLAIMS INVOLVING THE FULL VERSION ONLY, TO THE AMOUNT LICENSEE PAID RSI FOR THE ROBIN PRODUCT SOFTWARE PROVIDED HEREUNDER. LICENSEE EXPRESSLY AGREES TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION AND ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THESE LIMITATIONS, LICENSEE’S COST FOR THE LICENSE GRANTED HEREUNDER WOULD BE HIGHER.
11. EXCLUSION OF REMEDIES.
WITHOUT LIMITING ANY OF THE DISCLAIMERS OR LIMITATIONS SET FORTH IN PARAGRAPHS 9 AND 10, ABOVE, IN NO EVENT SHALL RSI BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOST OR CORRUPTED DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE ROBIN PRODUCT SOFTWARE, THIS EULA OR THE RELATIONSHIP OF THE PARTIES, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED.
12. SPECIFIC RIGHTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE. LICENSEE’S SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.
13. EXPORT RESTRICTIONS.
The licensee shall comply with any and all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority. Licensee shall not export or re-export or allow the export or re-export of the Robin Product Software in violation of any such law, restriction or regulation, including, without limitation, export or re-export to Crimea, Cuba, Iran, North Korea, Sudan, Syria or any other country subject to applicable U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals and Blocked Persons, or to any prohibited destination in any of the Country Groups specified in the then current Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations). The licensee shall defend, indemnify and hold RSI and its licensors harmless from any claims arising out of Licensee’s violation of such export control laws. By accepting this EULA, Licensee confirms that Licensee is not a resident or citizen of any country currently embargoed by the U.S. A list of embargoed countries is available at the official web site of the Office of Foreign Assets Control of the U.S. Department of the Treasury at http://www.treas.gov/ofac/.
14. UPDATES; ERROR REPORTS.
RSI may from time to time make available to Licensee updates for the Robin Product Software, subject to the terms and conditions of this EULA, or, in RSI’s sole discretion, RSI may condition release of such upgrades to Licensee upon Licensee’s acceptance of another EULA or other execution of a separate agreement. If Licensee should elect to install or otherwise use updates, Licensee’s use of such updates will be subject to the applicable license and the terms and conditions of this EULA or other agreement.
The Robin Product Software automatically communicates with Robin’s systems to send error reports and to update and improve the Software. Reports include data which may include, but not be limited to, information about the error, any associated crash and the operating system from which the Robin Product Software is being accessed. Licensee may opt out of sending error reports by changing Licensee’s settings in the Robin Product Software settings menu.
This EULA will be binding upon and inure to the benefit of RSI and Licensee, and our respective successors and permitted assigns. If any provision of this EULA is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of this EULA. Any waiver of any breach or failure to enforce any provision of this EULA will not be deemed a future waiver of such term or a waiver of any other provision. Any waiver, amendment, supplementation or modification of any provision of this EULA will be effective only if it is in writing and signed by RSI and Licensee.
16. GOVERNING LAW.
This EULA shall be governed by the laws of the United States and the State of California, irrespective of California’s conflicts of laws rules. Any action arising out of or relating to this EULA may be brought exclusively in the appropriate state or federal court in Santa Clara County, California and RSI and Licensee irrevocably consents to the jurisdiction of such courts and venue in Santa Clara County, California.
17. ENTIRE AGREEMENT.
This EULA constitutes the complete and exclusive agreement between Licensee and RSI which supersedes any prior agreement, proposal, written or oral, and any other communication relating to the subject matter of this EULA.