TERMS OF USE

Master Subscription Agreement (MSA) - Jan 2024

RoboK Limited a private company (company number 10945246) whose registered office is at 50-60 Station Road, Cambridge, CB1 2JH, United Kingdom (“RoboK”) has developed a software platform (“SiteLens™”), which it makes available to its customers for the subscription fees set out in the signed order form (“Order Form”). ‍The customer (“Customer”), as identified in the Order Form, seeks access to and agrees to use the SiteLens as well as to receive related services (together called as “Services”) in accordance with these Master Subscription Agreement (“MSA”) terms and conditions. This MSA is effective as of the effective date (“Effective Date”) stated on the Order Form and is by and between RoboK, and the Customer set forth on the Order Form (referred as “Parties”).

PAYMENT TERMS AND CANCELLATION:

RoboK shall invoice Customer for payment, within thirty (30) days of the Effective Date, the start of the Renewal Term, or otherwise as specified in the Order Form.
All payments are to be made within 30 days from receipt of the Invoice.
In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer’s access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services.
This MSA commences on the Effective Date and will remain in effect through the term specified in the Order Form, for the period as agreed upon between RoboK and Customer and will renew as specified in the Order Form unless otherwise terminated in accordance with this MSA. If the Order Form does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Customer provides RoboK with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).
To cancel the subscription renewal, Customer must email RoboK at least thirty (30) days at [email protected] prior to the applicable renewal date.

PRICE CHANGES:

RoboK may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that RoboK shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.

LIABILITY

RoboK disclaims and excludes all liability to the Customer in connection with the Customer’s use of the Services and in no event shall RoboK be liable for damages in connection with the use of the Services. In any event, RoboK’ entire liability under any contract shall be limited to damages of an amount equal to the price of the contract.
The Customer shall indemnify and defend RoboK and its employees in respect of any claims by third parties, which arise from any RoboK activities pursuant to the instructions of the Customer or its authorised representative.
RoboK shall have no liability to the Customer under this MSA if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions, or circumstances beyond its reasonable control.
RoboK is not responsible for any delays or issues arising from non-real-time data provision through its Services.

HARDWARE DEPLOYMENT

RoboK retains ownership of the server hardware installed at the Customer's site and reserves the right to reclaim it in the event of contract termination or cancellation.
All deployment and operations of CCTVs (also known as closed circuit television) will be carried out by the Customer using their own equipment, unless otherwise specified in the project contract or Order Form.
When operating CCTVs, the Customer will have all responsibility for ensuring the safe operation, operating in accordance with all appropriate national and local legislation, and securing appropriate insurance where required.

DATA OWNERSHIP AND PRIVACY

To receive the Services laid out in this MSA, the Customer agrees to use the SiteLens™, which consists of the RoboK web application, data storage systems, data processing systems and other associated systems including third party applications or hardware as necessary.
To enable RoboK to carry out these Services and continually improve the system, all data entered or uploaded onto the RoboK platform will be owned by RoboK. RoboK will have the right to use all RoboK Platform data for training and development purposes. RoboK’ platform data relating to the Customer includes any data entered or uploaded by the Customer and their associated systems. RoboK will archive a copy of this data for at least 12 months from the date of data entry or upload.
RoboK will ensure all data submitted to the RoboK Platform is stored securely and in keeping with our Data Privacy Policy.
The Customer’s access to the Services may be limited or blocked if payments are more than 30 days in arrears.
RoboK will not release publicly or privately any data relating to the Customer that could be considered commercially sensitive, unless with written permission from the Customer.
From time to time, RoboK may use imagery or other data relating to the Customer for marketing or promotional purposes. Data used for these purposes will always be released anonymously and in such a way that no commercially sensitive data relating to the Customer is released, unless with written permission from the Customer.
Both RoboK and the Customer shall keep in strict confidence all technical, commercial, or confidential information which either party may obtain. Confidentiality shall extend for 5 years beyond the termination of this contract.
Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to RoboK (the “Feedback”). Customer provides RoboK a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. RoboK also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.
Customer will not, directly or indirectly, alter or modify the Services, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. Customer shall not make or attempt to make the Services available for the benefit of any third party, or sell, resell, license, sublicense, distribute, rent or lease the Subscription Services to any third party for any purpose, commercial or otherwise. These are considered prohibited uses (“Prohibited Uses”).

DISPUTES AND TERMINATION:

A Party may terminate this MSA upon notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or immediately by RoboK if Customer makes one of the Prohibited Uses above. Non-payment of Fees by Customer for sixty (60) days after issuance of an invoice, and any violation of the prohibited uses clause below will be considered material breaches of this MSA.
If any disputes arise, primary contacts from RoboK and the Customer will communicate by phone, video call or meeting within 30 days to find a resolution. In the unlikely event a resolution cannot be found, the contract will be terminated.
RoboK may terminate the relationship if there is a material change in circumstances or protracted Customer default by giving the Customer written notice and will provide the Customer with access to platform up to the date of termination.
The Customer may terminate the relationship if there is a material change in circumstances by giving RoboK written notice.
Upon termination of an Order Form or this MSA (a) with respect to termination of the entire MSA, all Order Forms will concurrently terminate, (b) Customer will have no further right to use Services under the terminated or cancelled Order Forms and RoboK will remove Customer’s access to same, and (c) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid.

MISCELLANEOUS

RoboK may use Customer’s name, logo, and trademarks solely to identify Customer as a Customer of RoboK on RoboK’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. RoboK may share aggregated and/or anonymised information regarding use of the Services with third parties for marketing purposes to develop and promote Services. RoboK never will disclose aggregated and/or anonymised information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.
RoboK’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.
This MSA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties agree that the courts of England and Wales shall have non-exclusive jurisdiction in any such dispute or claim.
Any notices or other communication required or permitted to be given under this MSA shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in Order Form.
RoboK may amend this MSA from time to time, in which case the new MSA will supersede prior versions. RoboK will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by RoboK as consent to any such amendment.