Effective Date: August 15,2023
PLEASE NOTE: THIS ENTIRE AGREEMENT AND ALL OF ITS TERMS ARE SUBJECT TO MANDATORY ARBITRATION, AND YOU WAIVED THE RIGHT TO BRING A CLASS ACTION AS DESCRIBED IN SECTION 11. YOU FURTHER AGREE TO SUBMIT CLAIMS TO BINDING INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT AS DESCRIBED IN SECTION 11.7.
This Terms of Use (the “Terms”) is a legal agreement between you and Robosen Robotics (Shenzhen) CO., LTD and/or its affiliated entities and subsidiaries (collectively, “Robosen,” “we,” “us,” and “our”). The Terms apply to the products and services of Robosen OP ROTB App (collectively, the “Services”). The Terms do not apply to any other products, services, websites, features, or content which are provided by a third-party or have their own terms of use. Please note that the Terms do not apply to our offering of Services in the People’s Republic of China or our offering of services of other Apps.
By accessing, using, or interacting with the Services, you indicate that you have read, understand, and agree to be bound by these Terms. You must stop accessing or using the Services if you do not agree to these Terms. We may revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates. In this case, we will comply with such other notice requirements.
Certain Services may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and other terms and conditions, such other terms and conditions shall control.
“Content” means all websites, software, designs, texts, art, audio, video, graphics, images, music, user interfaces, works of authorship of any kind, names, logos, trademarks, service marks, and information or other materials that are posted, generated, provided or otherwise made available through the Services. The Services and Content are protected by copyright, trademark, patent, trade secret, and other laws and regulations. Except as expressly provided in these Terms, Robosen and its licensors own all rights, titles, and interests in and to the Services and Content, including all associated intellectual property rights.
You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying the Services or Content. Any unauthorized use of any material on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view, and use the Services and Content, and access and use any software embedded into our products or devices, whether we or any third-party providers provided it. This license is provided solely for your personal, noncommercial use and enjoyment of the Services as permitted in these Terms.
You may not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.
Robosen may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services and all copies of such materials, whether made in accordance with these Terms or otherwise.
You may be required to create an account to use the Services. To create an account, you may need to provide a password, username, and email address. You are solely responsible for keeping your account credentials confidential. Without our prior written approval, you may not transfer, sell, assign, or sublicense your account. You are solely responsible for all usage or activity that occurs under your account, including, but not limited to, use of the Services by any person who uses your account, with or without authorization. You agree to immediately notify us of any unauthorized use or any other breach of security of your account. Robosen will not be liable for losses incurred due to unauthorized use of your account. Information submitted by you is governed according to the Privacy Policy.
5.1 User Content. You maintain sole responsibility for any content you submit, display, post, or otherwise make available through the Services (“User Content”), including any necessary third-party rights in the User Content. When you submit User Content, you grant Robosen a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof).
We may, in our sole discretion, pre-screen User Content before its appearance on the Services, and may forbid or prevent you from posting, uploading, storing, sharing, sending, or displaying User Content to and via the Services at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Services for any reason whatsoever, including without limitation, User Content that violates these Terms. For further information, see the “ 6. Acceptable use” below.
5.2 Feedback. We will not consider any unsolicited submission of ideas and ask that you refrain from sending them to us. If, however, you choose to submit your ideas in any form regardless, whether in User Content or otherwise (“Feedback”), the following terms will apply:
To promote a safe and positive experience, the following conduct is strictly prohibited in connection with your access to and use of the Services. Without limitation, you will not:
In addition to the restrictions on use provided above, the materials on or through the Services are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by any federal, state, country, region or local government or authority is subject to further restrictions set forth in applicable laws and regulations. Use of the materials by such government or authority constitutes acknowledgment of Robosen’s proprietary rights in them.
If you identify any prohibited conducts or any violations to the Terms, you may contact us as detailed in the Section 14 “Contact us” below. Whenever a user violates the Terms or law or regulation, Robosen is entitled to take measures without notifying the user, including but not limited to deleting relevant contents, blocking the relevant disputed content, closing the account, and prohibiting re-registration.
For information about our data practices, including our collection and use of your information, please see the Privacy Policy. The Privacy Policy applies to your use of the Services and is incorporated by reference into these Terms.
OTHER THAN AS EXPRESSLY PROVIDED IN WRITING BY ROBOSEN IN CONNECTION WITH YOUR PURCHASE OF A ROBOSEN PRODUCT OR SERVICE, THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROBOSEN EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ROBOSEN DOES NOT WARRANT THAT: (i) THE SERVICES OR CONTENT ARE FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ROBOSEN MAKES NO WARRANTY THAT ROBOSEN WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR SOFTWARE, APPLICATION, OR PRODUCT FOR ANY PARTICULAR LENGTH OF TIME, AND ROBOSEN RESERVES THE RIGHT TO CHANGE, UPDATE AND DISCONTINUE THE SERVICES WITHOUT NOTICE TO YOU. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT REMAINS WITH YOU. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROBOSEN OR ITS AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE SERVICES, WHETHER OR NOT ROBOSEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.
IN ANY EVENT, ROBOSEN'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE.
ROBOSEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES. ROBOSEN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ROBOSEN WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING.
THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROBOSEN AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of these limitations may not apply to you.
To the full extent permitted by law, you agree to indemnify, defend, and hold Robosen and its respective officers, directors, employees, shareholders, and representatives (and all successors and assigns of any of the foregoing) harmless from and against any claim or demand, including without limitation, reasonable lawyers' fees and disbursements, in connection with or arising out of your use of the Services or Content, your connection to the Services, your exposure to Content or User Content, your violation of the Terms, your violation of any applicable laws, your submission, posting, or transmission of User Content to the Services, and/or your violation of any rights of another. At our own expense, we reserve the right to assume the exclusive defense and control of such disputes. In any event, you will cooperate with us in asserting any available defenses.
10.1 Modification of Services. Except where not permitted by applicable local legal requirements, Robosen reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. Robosen shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
10.2 Termination. In our sole and absolute discretion, we may terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason, with or without notice. If we terminate your right to access the Services, these Terms will terminate, and all rights you have to access the Services will immediately terminate. However, certain provisions of these Terms will still apply post termination, including without limitation the Mandatory Arbitration and Class Action Waiver provisions. Termination of your use or access to the Services may also include, at Robosen's sole discretion, the deletion of your account and/or User Content. You will not be able to retrieve any information related to your account except as required by applicable law.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
11.1 Application. This Section 11 is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that may arise after the termination of these Terms.
11.2 Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. Before taking any formal action, you will contact us at 3703, Building 11A, Shenzhen Bay Science and Technology Ecological Park, No. 6, Gaoxin Nanjiu Road, Gaoxin Community, Yuehai Street, Nanshan District, Shenzhen, P.R.China or reach out to our customer support electronically according to Section 14, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Robosen, and good faith negotiations shall be a condition for either party initiating a lawsuit or arbitration.
11.3 Binding arbitration. In the event the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, either party may initiate binding arbitration as the sole means to resolve claims subject to the terms set forth below. Specifically, all claims arising from or relating to these Terms (including the Terms' formation, performance, and breach) shall finally be settled by Hong Kong International Arbitration Centre in Hong Kong (HKIAC) (unless we both agree to conduct telephone arbitration or submit such issues to other arbitration institutions or courts for settlement), which will be undertaken in accordance with the HKIAC Administered Arbitration Rules in effect before one arbitrator to be appointed according to the HKIAC Administered Arbitration Rules. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The arbitral proceedings shall be conducted in English. The arbitral award is final and binding upon both parties.
11.4 Arbitrator’s powers. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under the law. The arbitrator's award shall be written, binding on the parties, and may be entered as a judgment in any court of competent jurisdiction.
11.5 Notice of Arbitration. To start an arbitration, you must do the following: (a) Write a Notice of Arbitration that includes a description of the claim and the amount of damages you seek to recover; (b) contact HKIAC and follow the appropriate procedures to commence the arbitration (c) Send one copy of the Notice of Arbitration to us at 3703, Building 11A, Shenzhen Bay Science and Technology Ecological Park, No. 6, Gaoxin Nanjiu Road, Gaoxin Community, Yuehai Street, Nanshan District, Shenzhen, P.R.China.
The HKIAC will govern the payment of all filing, administration, and arbitrator fees. Unless otherwise specified, the parties shall be responsible for their respective attorneys' fees and costs in arbitration unless they are authorized by law or the arbitrator, determines that a claim was frivolous or brought for an improper purpose or in bad faith.
The parties understand that absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, arbitration costs could exceed litigation costs and the right to discovery may be more limited in arbitration than in court.
11.6 Class action waiver. The parties further agree that the arbitration shall be conducted in the party's respective individual capacities only and not as a class action or other representative action. The parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ROBESEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Suppose any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis. In that case, the arbitration provisions set forth above shall be deemed null and void in their entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.
11.7 the 30-day right to opt out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Address: Robosen, 3703, Building 11A, Shenzhen Bay Science and Technology Ecological Park, No. 6, Gaoxin Nanjiu Road, Gaoxin Community, Yuehai Street, Nanshan District, Shenzhen, P.R.China or Email: [email protected]. with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days of (a) the effective date of these Terms; or (b) the first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt-out of these arbitration provisions, Robosen will also not be bound by them.
11.8 Changes to this Section. If we make any changes to this Section, you may reject any such change by sending us written notice within 30 days of the change to the address set forth in Section 11.7. It is unnecessary to send us a rejection of a future change to the Arbitration and Class Action Waiver section of these Terms if you had properly opted out of this Section within the first 30 days after you first accepted them. Suppose you have not properly opted out of this Section after the first 30 days, rejecting a future change. In that case, you agree that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
11.9 Survival. This Section shall survive any termination of your use of the Services.
These Terms and their subject matter, and any actions relating thereto, shall be construed in accordance with and governed by the laws of the People’s Republic of China without regard to its conflicts of law principles. Except as provided in the mandatory arbitration Section 11 above, any dispute arising out of these Terms or the use of the Services shall be initiated and conducted in the court where Robosen is located, and you and Robosen consent to the exclusive jurisdiction of such courts.
13.1 Force majeure. Under no circumstances will Robosen be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
13.2 No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing, and that will not mean that we automatically waive any rights to enforce any violations of the terms.
13.3 Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
13.4 Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
13.5 Entire agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Robosen and supersedes any prior and contemporaneous agreements between you and Robosen on the subject matter, except as expressly provided herein.
13.6 Assignment. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Robosen without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
13.7 Modification. Except as otherwise provided in these Terms, these Terms may only be modified by agreement between you and an authorized signatory of Robosen, specifically referencing and specifically modifying these Terms.
13.8 No agency. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Robosen or to bind Robosen in any respect.
13.9 Electronic processing. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.
13.10 Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.
13.11 Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall prevail.
13.12 Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by mail at Robosen, 3703, Building 11A, Shenzhen Bay Science and Technology Ecological Park, No. 6, Gaoxin Nanjiu Road, Gaoxin Community, Yuehai Street, Nanshan District, Shenzhen, P.R.China or contact us electronically according to Section 14.
If you have any questions about these Terms, please contact us at the following address:
Email: [email protected]
Address: 3703, Building 11A, Shenzhen Bay Science and Technology Ecological Park, No. 6, Gaoxin Nanjiu Road, Gaoxin Community, Yuehai Street, Nanshan District, Shenzhen, P.R.China.