Effective Date: June 2, 2025
These Mobot Terms and Conditions, as amended from time to time, (the “Terms”), together with any Service Attachment or order form that references these Terms (collectively, the “Agreement”) are a legal agreement between you and Team Mobot, Inc. (“Mobot”, “we”, “our”, “us”) regarding your access to and use of the www.mobot.io and app.teammobot.com websites and related domains, sub-domains, and applications (collectively, the “Site”) as well as any Mobot content, dashboards, functionality, tools, software, materials, reports, APIs and other features offered through the Site and any other products or services that incorporate or link to these Terms (collectively, the "Services"). If you are registering for an account or using the Services on behalf of an entity, organization, or company (“Corporate Entity”), you agree to the Agreement on behalf of that Corporate Entity and you represent and warrant to Mobot that you have the authority to bind that Corporate Entity to these Terms (and, in which case, the terms “Customer”, “you” and “your” will refer to that Corporate Entity). If you are not registering for an account or using the Services on behalf of a Corporate Entity, then the terms “Customer”, “you” and “your” will refer to you in your individual capacity. You and Mobot may each be referred to as a “Party” and collectively referred to as the “Parties.” All capitalized terms used and not defined herein shall have the meaning ascribed to them in the Service Attachment (as defined below).
BY ACCESSING OR USING THE SERVICES OR BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE AND REPRESENT THAT YOU UNDERSTAND AND AGREE TO ALL TERMS AND CONDITIONS OF THE AGREEMENT, AND ANY ADDITIONAL TERMS AND/OR TERMS REFERENCED HEREIN, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES.
1. Overview.
1.1. Services. Mobot is a service provider that has created a proprietary technology (the “TM Technology”) that tests, analyzes and verifies Customer’s protocols, actions, code, functionality and features of applications, websites, API and other technologies (the “Customer Technology”). Mobot may provide certain professional services and deliverables related to the analysis, access and use of the Customer Technology by the TM Technology, including analytics, quality assurance testing, and other related Services, which shall be mutually agreed by the Parties and described more fully on the order form or service attachment referencing these Terms (“Service Attachment”). Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. In the event of a conflict between these Terms and a Service Attachment, these Terms shall control to the extent necessary to resolve any such conflict, unless the Service Attachment specifically identifies the provisions hereof that it is meant to supersede.
1.2. Accounts. Certain aspects of the Services may require you to create an account by using third party authentication services such as Google or Microsoft or, if prompted, by completing a registration form and selecting a user ID and password. You agree that the information you provide during the registration process, whether directly or through a third party, will be true, current and complete, and you agree to update such information as necessary to maintain its accuracy. Only your employees or contractors who are authorized by you and authenticated through a user ID and password provided by us, or set up by you, or through a third-party service (“Authorized Users”) are allowed to access and use the Services. You are responsible for all activities that occur through your account and agree to contact us immediately at info@teammobot.com if you become aware of any unauthorized access to or use of the Services.
1.3. Reports. During the Term, Mobot shall make available to Customer certain reports related to the Services, Customer Technology and Customer Deliverables (as defined below) (each a, “Report”) via Customers’ account or email. Each Report shall include various reporting and testing metrics related to the Customer Technology, including a list of tested actions and pass or fail indicators and any other metrics that may be mutually agreed by the Parties in the Service Attachment. The timing, format and delivery of such Reports shall be set forth in the Service Attachment.
1.4. Additional Terms. Some of our Services are subject to additional terms and conditions we make available to you in connection with the same, which may include usage policies and eligibility requirements (collectively, “Additional Terms”). By using or participating in any of the foregoing, you agree to and are bound by any such Additional Terms, and such Additional Terms are incorporated herein and made a part hereof by this reference. To the extent any Additional Terms conflict with the Agreement, the Additional Terms shall control for that specific instance of conflict.
Eligibility. You must be at least the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age) to use the Service. By entering into the Agreement, you represent and warrant to us that: (i) you are at least the age of majority in the jurisdiction in which you live; (ii) you have not previously been suspended or removed from the Services; and (iii) your registration and your use of the Services is in compliance with any and all applicable laws and regulations.
3. Ownership; Grant of Rights.
3.1. Ownership. Customer acknowledges and agrees that as between the Parties, Mobot has exclusive, unlimited ownership rights in and to the TM Technology, including any derivatives, improvements, updates or modifications made thereto. Mobot acknowledges and agrees that as between the Parties and except for the limited licenses granted to Mobot herein, Customer has exclusive, unlimited ownership rights in and to the Customer Technology, Customer Deliverables and the Reports, including any derivatives, improvements, updates or modifications made thereto.
3.2 Customer License Grant. Subject to the terms and conditions of the Agreement, Customer hereby grants to Mobot during the Term, and Mobot hereby accepts, (a) a limited, non-exclusive, royalty-free right and license to access and use the Customer Technology and Customer Deliverables to perform the Services and deliver the Reports and (b) a limited, non-exclusive, perpetual, worldwide, royalty-free right and license use and create derivative works of the Reports and any data, metrics, feedback, results and other information related to the output and/or data generated by the TM Technology during the testing of the Customer Technology to improve the TM Technology and Services.
3.3. Reservation of Rights. As between Customer and Mobot, Customer retains all right, title and interest in and to the Customer Technology and Customer Deliverables, and except for the limited rights and licenses granted to Mobot pursuant to the Agreement and subject to the applicable obligation sand restrictions set forth herein, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the Customer Technology and Customer Deliverables or any of Customer’s rights or interests therein or any other Customer intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials or rights, tangible or intangible. As between Mobot and Customer, Mobot retains all right, title and interest in and to the TM Technology and except for the limited rights and licenses granted to Customer pursuant to the Agreement and subject to the applicable obligations and restrictions set forth herein, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the TM Technology, or any of Mobot’s rights or interests therein or any other Mobot intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials or rights, tangible or intangible.
4. Mobot and Customer Obligations.
4.1. Mobot Obligations. Mobot shall, at its sole cost and expense, operate and maintain the TM Technology to enable Mobot to make the Reports available to Customer, in accordance with the terms and conditions of the Agreement.
4.2. Customer Obligations. Customer shall, at its sole cost and expense, (a) deliver and make available or accessible to Mobot the Customer Technology and any and all deliverables, information, documentation, data, graphics, audio, visual, audio-visual, text and/or other items and materials, tangible or intangible, and required to be provided by Customer to Mobot in order to fulfill the Services (the “Customer Deliverables”); and (b) operate and maintain the Customer Technology and Customer Deliverables to enable Mobot to provide the Services and deliver the Reports. If necessary to provide the Services and Reports, Customer shall deliver (a) the Customer Technology to Mobot, free of any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, worm, Trojan horse, trap door, “disabling”, “lock out”, “metering” device or any malicious code and (b) credentials or make accessible to Mobot, the Customer Technology to enable Mobot to provide the Services and Reports. In no event shall Mobot be liable for any delays that result from Customer’s failure to deliver or make the Customer Technology or Customer Deliverables available by the required date for Mobot to provide the Services.
4.3. Restrictions. You are solely responsible for your use of the Site and Services and any use of the Services made using your account. You agree to use the Services only for purposes that are legal, proper and in accordance with the Agreement and any applicable laws or regulations. Without limitation, you may not, and may not allow any third party to: (i) use the Services for purposes other than quality assurance, product testing, production monitoring, marketing campaign monitoring, and/or the internal business purposes authorized under the applicable Service Attachment, such as using the technology to misrepresent, manipulate or fraudulently interact with third-party products or services including dating sites, referral programs, or to redeem gift cards fraudulently; (ii) misuse the Services for any illicit or unethical activities, such as operating or creating a "click farm", "like farm", or any other system designed to create artificial traffic or engagement metrics; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) operate to defraud Mobot, other users, or any other person or provide false, inaccurate or misleading information; (v) upload, post, transmit or otherwise make available through the Services any content, or engage in or encourage any conduct that would violate any applicable law or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity, or other rights of ours or of any other third party; (vi) use the Services defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights of others; (vii) engage in spamming, flooding, harvesting, otherwise collecting information via the Services about others, including without limitation email addresses, without proper consent; (viii) exploit the Services for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Services; or remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any portion thereof; (x) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, or to collect information about its users or any third party for any unauthorized purpose; (xi) create user accounts, identities, or referrals by automated means or under misleading, false or fraudulent pretenses; or (xii) access or use the Services for the purpose of creating a product or service that is competitive with any of our products or services.
5. Fees; Taxes; Expenses.
5.1. Fees. Customer shall pay to Mobot all Fees specified in the applicable Service Attachment in accordance with the payment schedule set forth in such Service Attachment and the Agreement. Unless otherwise expressly stated in the applicable Service Attachment, all Fees shall be paid in United States Dollars within 30 days of the date of invoice in accordance with Mobot’s remittance information on the invoice. Invoices are sent in the first week of each calendar month. Base Fees are billed in advance for that month of service, while usage-based Fees, if any, are billed in arrears for usage incurred in the prior month. Mobot reserves the right to increase the Fees upon at least 30 days’ advance notice (e-mail or otherwise) to Customer; provided, however, that Fee increases will not take effect until the start of the next Renewal Period and shall not exceed more than 9% of the Fees paid during the immediately preceding Renewal Period.
5.2. Taxes. As between the Parties, each Party shall be responsible for any bank, transfer or transaction fees and taxes, duties, VAT or fees for which such Party is legally responsible.
5.3. Expenses. All Services to be provided are exclusive of any Expenses (as defined herein), and all Expenses incurred by Mobot shall be invoiced to Customer at the end of each calendar month unless otherwise agreed upon by the Parties in writing. As used herein, “Expenses” means “out-of-pocket” costs and expenses reasonably incurred by Mobot in connection with the performance of any Services. Any "out of pocket" Expenses must be approved by Customer in writing in advance.
5.4. Late Fees. Any Fees or Expenses which are not paid to Mobot when due shall accrue interest from the applicable due date at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law. Mobot shall not be required to deliver or provide any Report and/or any additional Services at any time that any Fees or other amounts payable to Mobot hereunder are past due.
5.5. Non-Refundable. Customer’s payment obligations are non-cancelable, and the Fees paid under the Agreement are non-refundable.
5.6. Confidential Information. Neither Party shall disclose the terms or conditions of the Agreement to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with any applicable law, rule or regulation. Each Party agrees to regard and preserve as confidential all information related to the business and activities of the other Party and its affiliates, which may be obtained by such Party from any source or may be developed as a result of the Agreement, including financial and business information, strategy, trade secrets, know-how, technical information, specifications, past, present and future operations, its partners, clients, staff, consultants, suppliers and any other non-public information, whether tangible, intangible, visual, electronic or otherwise (collectively, “Confidential Information”). Each Party agrees to hold the Confidential Information of the other in trust and confidence and shall not disclose such information to any person, firm or enterprise, other than to its employees and subcontractors on a “need to know” basis, or use (directly or indirectly) any such information for its own benefit or the benefit of any other party. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information pursuant to applicable law or regulation or compulsion of proper judicial or other legal process; provided, however, that the disclosing Party shall provide prompt written notice of the same prior to such required disclosure such that the other Party may seek a protective order or other appropriate remedy to safeguard, restrict and/or limit the disclosure of such Confidential Information. Information shall not be considered “Confidential Information” hereunder to the extent, but only to the extent that, such information (i) is or becomes publicly available through no fault, default or breach of or by the receiving Party, (ii) is or was rightfully acquired by the receiving Party from an independent third party without restriction or obligation of confidentiality and without breach of any agreement or obligation or (iii) if such information is or was independently developed by the receiving Party without use of or reference to Confidential Information of the other Party. Each Party shall ensure that each individual who obtains or is in a position to obtain Confidential Information of the other Party is aware of and has agreed to comply with the obligations in this Section 6.
7. Termination.
7.1. Termination for Material Breach. If there is a material breach of any provision of the Agreement by one Party that has remained uncured for thirty (30) days following notification of such breach by the non-breaching Party to the breaching Party, then the non-breaching Party may terminate this Agreement (reserving cumulatively all other remedies and rights under the Agreement and in law and in equity). In the event of a termination due to Customer’s material breach, Mobot shall have no obligation to retain Customer Technology or Customer Deliverables and may delete any such data, without further notice to you.
7.2. Termination for Convenience. At any time during the Term, the Customer may, upon thirty (30) days’ prior written notice to Mobot, terminate the Agreement without cause; provided, that, the Customer shall remain liable to Mobot for the aggregate amount of Fees due during the entire Renewal Period in which such termination notice is delivered, and shall deliver such payment to Mobot within 3 business days following the effective date of termination. At any time during the Term, Mobot may terminate the Agreement, without cause, upon thirty (30) days’ prior written notice to the Customer.
7.3. Effect of Termination. Except as provided in the Agreement, upon the end of the Term, (a) all rights and licenses granted by either Party to the other Party herein shall terminate; (b) Mobot shall not access and/or use the Customer Technology or Customer Deliverables; and (c) within ten (10) days following the end of the Term, each Party shall return to the other Party (or destroy at such Party’s request) all Confidential Information (and all copies thereof) of such Party in the other Party’s possession or control.
8. Representations, Warranties and Covenants; Disclaimer.
8.1. Mutual. Each Party represents, warrants and covenant to the other Party that: (a) it has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it under the Agreement; (b) the performance of its obligations under the Agreement do not and shall not violate any other agreement to which it is a party; and (c) any and all activities it undertakes in connection with the Agreement shall be performed in compliance with all applicable laws, rules and regulations.
8.2. Customer. Customer further represents, warrants and covenants to Mobot that: (a) the Customer Technology and any and all Customer Deliverables do not violate, misappropriate or infringe on any third party rights and it has and shall continue to maintain and procure all necessary rights, licenses and clearances associated with the Customer Technology and Customer Deliverables for the use and access by the TM Technology as contemplated herein; and (b) there is no action, suit, claim or proceeding pending or threatened against or affecting the Customer Technology and/or Customer Deliverables.
8.3. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MOBOT AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF. MOBOT FURTHER DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY REPORT WILL IDENTIFY AND/OR VERIFY ANY AND ALL ERRORS OR ACTIONS IN THE CUSTOMER TECHNOLOGY AND/OR CUSTOMER DELIVERABLES.
9. Indemnification and Limitation of Liability.
9.1. Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns, from and against any and all third-party claims, actions, judgments, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”), arising out of or in connection with (a) any breach by such Party of any representation, warranty or covenant set forth in the Agreement; (b) a Party’s gross negligence or willful misconduct; and/or (c) the infringement by such Party of any third party’s intellectual property rights. You shall further indemnify, defend, and hold harmless Mobot, its affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns, from and against any and all Losses arising out of or in connection with your use of the Services. If, in its sole discretion, Mobot determines that Mobot or Customer is or is likely to become subject to a third party intellectual property infringement claim due to the TM Technology or the Reports, then Mobot shall have the right (but not the obligation), at its own expense, to: (i) procure for Customer the right to use the TM Technology and/or Reports in a non-infringing manner; (ii) replace the infringing components of the TM Technology or the Report; or (iii) modify the TM Technology or Report to remove the infringing elements. If subsections (i) through (iii) are not available to Mobot, Mobot may terminate the Agreement without further liability to Customer. THIS SECTION 9 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY AND ALL DAMAGES ARISING UNDER THE AGREEMENT.
9.2. Indemnification Process. The Party seeking indemnification shall promptly notify the other Party in writing of any such claim of which it becomes aware. The indemnifying Party shall solely conduct the defense of any such claim and all negotiations for its settlement or compromise; provided, however, that (a) no settlement or compromise shall be entered into or agreed to without the indemnified Party’s prior written approval and (b) the indemnified Party shall have the right to participate, at its own expense, in the defense and/or settlement of any such claim in order to protect its own interests.
9.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) MOBOT OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT OR YOUR ACCESS TO, USE AND/OR OPERATION OF THE SERVICES REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. AND (B) MOBOT’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNTS OF THE FEES YOU HAVE ACTUALLY PAID MOBOT HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE UPON WHICH THE APPLICABLE CLAIM AROSE.
10. Third-Party Services. The Services may provide links or other access to or integration with products or services provided or otherwise made available by third parties (collectively, “Third-Party Services”). Your access and use of the Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. When you choose to integrate with Third-Party Services, we may gain access to certain information that you have provided or made accessible to third parties, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. We have no control over and are not responsible for such Third-Party Services, including with respect to the accuracy, availability, reliability, or completeness of information or content generated or shared by, or made available through, such Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Mobot, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. We enable these Third-Party Services as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and the third party. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Complaints, claims, concerns, or questions regarding your use of any Third-Party Services should be directed to the applicable Third-Party Service.
11. Privacy. Our Privacy Policy describes the ways we collect, use, store and disclose personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of such data in accordance with our Privacy Policy.
12. Governing Law and Exclusive Jurisdiction. These Terms and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York applicable to contracts wholly made and to be performed within the State of New York. Each Party irrevocably submits to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York. Each Party irrevocably consents to the exercise of personal jurisdiction over each of the Parties by such courts and waives any right to plead, claim or allege that New York is an inconvenient forum.
13. Other Provisions. Neither party may assign the Agreement without the other Party’s prior consent; provided that either Party may assign the Agreement to any third party that acquires all or substantially all of its assets as it relates to the Agreement or to an acquiror pursuant to a merger or other change of control transaction. No failure or delay by either Party to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any or other right or power, unless such waiver is made in writing and signed by the waiving Party. To the extent permitted by applicable law, the rights and remedies of the Parties provided under the Agreement are cumulative and in addition to any other rights and remedies of the Parties at law or equity. If any provision of the Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of the Agreement shall be unimpaired and remain in full force and effect. Mobot shall be permitted to identify Customer as a partner on its website and in its marketing materials and presentations. The term “including” (and its corollaries) means “including, but not limited to,” and is meant to be inclusive, not exclusive. Any provision of the Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the cancellation, expiration or termination of the Agreement. The Agreement is for the sole benefit of the Parties hereto and their authorized successors and permitted assigns, and nothing herein, express or implied, is intended to, or shall confer upon, any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
15. Changes to these Terms. From time to time, we may change these Terms in our sole discretion and you are responsible for regularly reviewing these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Site. Those changes will go into effect on the Effective Date shown in the revised Terms. By continuing to use the Site or Services after the Effective Date of such changes, you are agreeing to the revised Terms.
