1. Your Agreement with Robots and Pencils Inc.
1.1 Choice of Law. Your relationship is with Robots and Pencils Inc., a Canadian company, and You agree to be bound by the laws of Alberta and the laws of Canada.
1.3 Robots and Pencils may change the Terms at its sole discretion. If we change the Terms, we will then make a new copy available at www.pencilcase.io. Your use of the Services and Software is subject to the most current version of the Terms at the time of such use.
Unless otherwise defined, capitalized terms used throughout these Terms have the meanings stated below:
2.1 “Account Information” means the information you provide to Robots and Pencils when you register for a service, including your Robots and Pencils ID and log-in information.
2.2 “Robots and Pencils Materials” means any Materials provided by Robots and Pencils under these Terms.
2.3 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.
2.4 “Robots and Pencils Materials” means any Materials provided by Robots and Pencils under these Terms.
2.5 “Marks” means the trademarks, logos and service marks displayed on the Services.
2.6 “Material or Materials” means any materials provided by you or Robots and Pencils, including without limitation any (a) User Material; (b) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (c) products, and (d) Software.
2.7 “Shared Material” means the User Material that you or other Users share through the Services.
2.8 “Share” means to email, post, transmit, upload, or otherwise make available through your use of the Services.
2.9 “Software” means Robots and Pencils software code including the PencilCase application, and associated documentation, including without limitation any mobile and tablet applications related to the Services, content files, drivers, patches, or fonts.
2.10 “User” means a user of the Service.
2.11 “User Material” means (a) Your Material and (b) Shared Material uploaded by other Users.
2.12 “You or you” and “Yours or yours” used throughout the agreement means the individual that has accepted the Terms by either selecting “I agree” to these Terms or by using the Services in any way, such as downloading any Materials made available via the Services by Robots and Pencils, You or other Users, whether capitalized or not;
2.13 “Your Material” means any Materials that you Share through your use of the Services.
2.14 “Your Shared Material” means Your Material that you choose to make into Shared Material.
3. Acceptance of Terms.
3.1 You may not use the Product or Services if you do not agree to the Terms. You may accept the Terms (a) by selecting “I agree” to these Terms, or (b) by using the Services in any way, such as downloading any Materials made available via the Services by Robots and Pencils, You, or other Users.
3.2 You may not use the Services or Product if (a) You are prohibited by Law from receiving, using, or installing the Products or Services, or (b) you are not fully able and competent to enter into a binding contract with Robots and Pencils as defined by the Laws of Canada, such as if you are not of legal age or have not obtained parental consent.
3.3 At times, and at its sole discretion, Robots and Pencils may require you to provide consent to the updated Terms, before further use of the Product or Service is permitted. Otherwise, your continued use of the Product or Service constitutes acceptance of any changes to the Terms.
4.1 The Services and Robots and Pencils Materials, and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided in the Terms, Robots and Pencils and its licensors do not grant any express or implied rights to use the Services and Materials. All rights, title, and interest in the Service and Robots and Pencils Materials, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of Robots and Pencils and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to You or any third party.
4.2 The Marks are the property of Robots and Pencils or other rights holders. You are not permitted to use the Marks without the prior consent of Robots and Pencils or the rights holder. Robots and Pencils and the Robots and Pencils logo are trademarks of Robots and Pencils Inc.
6. Use of Service, Product, and Materials.
6.1 If you comply with the Terms of this Agreement, Robots and Pencils grants to you a non-exclusive, non-transferable, revocable right to access and use the Services, Products, to publish Your applications, and to use the Robots and Pencils Materials in connection with the Services and Software, subject to the restrictions stated in this Section.
6.2 Except with respect to Your Material, you agree: (a) Not to alter, copy, modify or retransmit the Materials; (b) Not to lease, license, rent, or sell the Materials or the right to use and access the Services; (c) Not to remove, obscure, or alter any text or proprietary notices contained in Materials; (d) Not to copy or imitate part or all of the design, layout, or look-and-feel of the Service, which are protected by Intellectual property Rights; (e) To use the Services and Materials only as permitted by the Terms and any Law; and (f) That certain Services, Materials, or Software, may only be available if you have paid a fee.
6.3 Robots and Pencils may modify or discontinue, temporarily or permanently, the Service, Materials, or Software or any portion thereof, with or without notice. You agree that Robots and Pencils shall not be liable to you or anyone else if we do so.
7. Services and Support
7.1 Subject to the terms of this Agreement, Robots and Pencils will use commercially reasonable efforts to provide You the Services as part of the registration process, You will identify an administrative user name and password for Your Robots and Pencils account. Robots and Pencils reserves the right to refuse registration of, or cancel user names or passwords it deems inappropriate.
7.2 Subject to the terms hereof, Robots and Pencils will provide You with reasonable technical support services in accordance with the companies standard.
8. Account Information
8.1 As part of registering for a Service, Robots and Pencils may require you to create a unique URL, such as your_name_here.pencilcase.io. Such unique URL may be used solely with the Service, only for so long as you maintain a valid account and shall not be used for any other purpose. Robots and Pencils may revoke your right to use that URL for any reason deemed appropriate by Robots and Pencils in its sole discretion by giving you at least thirty days prior notice of such revocation, except in the event that your URL, or content therein, is determined by Robots and Pencils in its sole discretion to contain infringing or illegal content or content that otherwise violates the Terms. In such event, Robots and Pencils reserves the right to revoke your right to use your unique URL immediately without notice. Additionally, Robots and Pencils owns and retains all right, title, and interest in and to the use of “PencilCase”, “Robots and Pencils” and any other Robots and Pencils property in association with a User’s unique URL. Upon termination for any reason, Robots and Pencils may permit another User to use the unique URL previously selected by you.
8.2 You agree that your Account Information will always be complete, accurate, and up-to-date. It is your responsibility to keep your account password or log-in credentials confidential at all times and you are solely responsible to Robots and Pencils for all activity that occurs via your Account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Robots and Pencils immediately. Robots and Pencils may require that you change your Account Information or certain parts of your Account Information at any time for any reason. Unless Robots and Pencils expressly allows you the right to create and manage Robots and Pencils IDs as an account administrator for a company or unless expressly permitted in any additional terms, you may not use another person’s Account Information.
9. User Conduct
9.1 You agree not to access or attempt to access the Services by any means other than the interface provided by Robots and Pencils or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
9.2 You agree not to use, or to encourage or permit others to use, the Services to: (a) Share any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) Stalk, intimidate, and/or harass another; (c) Incite others to commit violence; (d) Harm minors in any way; (e) Share any Material that you do not have a right to Share under any Law or contractual or fiduciary relationship; (f) Share or use any that infringes any Intellectual Property Right or other proprietary right of any party, including music, literature, other artistic work, symbols, designs, fonts, images, code, models and videos, or any other class of proprietary or Intellectual Property Right; (g) Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services; (h) Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with Robots and Pencils or any Service; (i) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise); (j) Use any Robots and Pencils domain name as a pseudonymous return email address; (k) Share any Material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (l) Access or use the Services in any manner that could damage, disable, overburden, or impair any Robots and Pencils’ server or the networks connected to any Robots and Pencils server; (m) Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms; (n) Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites; (o) Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Materials, or other affiliated or linked sites, Services, or Materials; (p) Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services; (q) Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Robots and Pencils; (r) Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; (s) Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials; (t) Host, on a subscription basis or otherwise, the Services without Robots and Pencils authorization, including any related application, (i) to permit a third party to use the Services to create, transmit, or protect any content, or (ii) to conduct conferences or online meeting services for a third party; (u) Defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
10. Shared Material
10.1 Robots and Pencils grants you a worldwide, royalty-free, and non-exclusive license to distribute, display, download, perform, and reproduce the Material, subject to the restrictions stated in this Section 8. With respect to Shared Material Shared in a group allowing for content sharing, Robots and Pencils also grants you the license to adapt and modify such Shared Material. The license granted in this Section 8.1 is further limited to purposes related only to your personal and internal use.
10.2 It is your sole responsibility to determine what limitations, if any, are placed on your Shared Material. Robots and Pencils cannot and does not monitor or control what others do with the Shared Material, nor can Robots and Pencils prevent them from adding to, modifying, or adapting the Shared Material.
10.3 You agree that Robots and Pencils has no liability of any kind should other Users use, modify, destroy, corrupt, copy, or distribute your Shared Material in violation of the limitations that you may impose on its use. It is your responsibility to enforce any applicable Trademarks, Copywrite, or Intellectual Property rights you may possess with no assistance from Robots and Pencils or its Agents.
10.4 Applications made with the software may require the collection of personal information, which will be determined solely by the User. Should the User determine that such information is required, they will follow all required data protection and privacy laws as mandated by law. Robots and Pencils is not responsible for ensuring the protection of any data collected by the User in the use of their applications or materials.
11. Restrictions and Responsibilities
11.1 You will not, directly or indirectly: 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; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Robots and Pencils or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to You for use on Your premises or devices, Robots and Pencils hereby grants You a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
11.2 Further, You may not remove or export from Canada or the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of Canada, the United States or any other foreign agency or authority. For US related matters, as defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
11.3 You represent, covenant, and warrant that You will use the Services only in compliance with Robots and Pencils’ standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Robots and Pencils against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Your use of Services. Although Robots and Pencils has no obligation to monitor Your use of the Services, Robots and Pencils may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
11.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account or the Equipment with or without Your knowledge or consent.
11.5 Robots and Pencils reserves the exclusive right to restrict the sale of the Product, Services, or Materials to any customer based on geographic location.
12. Your Warranty, Indemnification Obligation, and Waiver.
12.1 You represent and warrant that: (a) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use Your Material in keeping with your use in connection with the Services or as otherwise permitted by the Terms; (b) you have the rights necessary to grant the license and sublicenses described in the Terms; (c) you have received consent from any and all persons depicted in Your Material to use Your Material as set forth in the Terms, including distribution, public display, public performance, and reproduction of Your Material; and (d) Your Material does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.
12.2 You agree to indemnify and hold Robots and Pencils and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Material, your use of the Services or Materials, your connection to the Services or Materials, your use and access of personal information of other Users, the actions of any member of your group, your access to or use of Sites or the Linked Sites and your connections therewith, any claim that Your Material caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
12.3 You acknowledge and agree that by accessing or using the Services or Materials, you may be exposed to Materials (including Shared Group Material) from others that you may consider offensive, indecent, or otherwise objectionable, and agree to accept that risk.
13. Confidentiality and Proprietary Rights
13.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Robots and Pencils includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Yours includes non-public data provided by You to Robots and Pencils to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
13.2 You shall own all right, title and interest in and to the Customer Data. Robots and Pencils shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
13.3 Notwithstanding anything to the contrary, Robots and Pencils shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Robots and Pencils will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Robots and Pencils offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
14. Payment of Fees
14.1 Subscription Fees. The PencilCase application, and its Materials, are provided on a yearly license (the “Subscription Fees”). This license is paid annually. These fees are non-refundable, except as otherwise stated in specific subscription terms applicable to a Service. Subscription fees may change at the end of your subscription term.
14.2 You are responsible for paying all taxes levied in connection with your use of the Services. Your credit card company or bank may impose other fees, such as foreign exchange fees, in connection with payments. Your ability to access the services may require payment of third party fees (such as internet, telephone, or hardware etc.). Robots and Pencils has no connection, responsibility, or liability for these fees.
14.3 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
14.4 You agree that, in the event Robots and Pencils is unable to collect the Subscription Fees owed by you to Robots and Pencils for the Services, Robots and Pencils may take the steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by Robots and Pencils in connection with such collection activity.
15. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
15.1 THE ROBOTS AND PENCILS SITE, SERVICES, AND MATERIALS ARE PROVIDED BY ROBOTS AND PENCILS “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ROBOTS AND PENCILS AND ITS LICENSORS MAKE NO WARRANTY THAT (a) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (c) THE QUALITY OF THE SITE, SERVICES, OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (d) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES, OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROBOTS AND PENCILS OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
15.2 ROBOTS AND PENCILS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. ROBOTS AND PENCILS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
15.3 ROBOTS AND PENCILS DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED WEBSITES. ROBOTS AND PENCILS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
15.4 MANAGERS, HOSTS, PARTICIPANTS, MODERATORS, AND OTHER THIRD PARTIES ARE NOT AUTHORIZED ROBOTS AND PENCILS SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF ROBOTS AND PENCILS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROBOTS AND PENCILS WILL HAVE NO LIABILITY RELATED TO USER MATERIAL ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY, OR OTHER LAWS. ROBOTS AND PENCILS ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE USE, MISUSE, LOSS, MODIFICATION, OR UNAVAILABILITY OF ANY USER MATERIAL.
15.5 ROBOTS AND PENCILS WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE ROBOTS AND PENCILS WEBSITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
15.6 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Limitation of Liability
16.1 IN NO EVENT SHALL ROBOTS AND PENCILS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF ROBOTS AND PENCILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE ROBOTS AND PENCILS LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ROBOTS AND PENCILS OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
16.2 ROBOTS AND PENCILS’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO US $100 OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF ROBOTS AND PENCILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
16.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
You have no obligation to provide Robots and Pencil with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to Robots and Pencils, we may use it for any purpose without compensation to you.
18.1 Termination by You. As either an individual user or a group administrator for a Service, You may stop using the Product at any time. You may terminate Robots and Pencils right to distribute, publicly perform, and publicly display Your Shared Material by making it no longer Shared. You may terminate the remainder of Robots and Pencils rights by removing Your Material from the Service, either by deleting it manually, or by contacting Robots and Pencils to have your subscription cancelled, if applicable, and content deleted. Any fees paid by you prior to your termination are not refundable. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.
18.2 Termination by Robots and Pencils. Robots and Pencils may at any time terminate our agreement with you if: (a) You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms); (b) Robots and Pencils is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful); The provision of the Services to you by Robots and Pencils is, in Robots and Pencils’ sole opinion, no longer commercially viable; (d) Robots and Pencils has elected to discontinue the Services or Materials (or any part thereof); or (e) There has been an extended period of inactivity in your account.
18.3 Termination or Suspension of Services. Robots and Pencils may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Termination of your account may include: (a) removal of access to all offerings within the Services; (b) deletion of Your Material and Account Information, including your personal information, log-in ID and password, and all related information, files, and Materials associated with or inside your account (or any part thereof); and (c) barring of further use of the Services.
18.4 You agree that all terminations for cause shall be made in Robots and Pencils sole discretion and that Robots and Pencils shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Material.
18.5 Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of Robots and Pencils disclaimers or limitations of damages of liabilities hereunder shall remain in force after any termination of this Agreement.
18.6 Upon termination of your use of the Service by you or by Robots and Pencils for any other reason other than for cause, Robots and Pencils will make reasonable efforts to notify you at least thirty (30) days prior to termination, at the email address you provide Robots and Pencils as part of your registration, with instructions on how to retrieve Your Material prior to such termination.
19. Resolution of Disputes
19.1 You agree that any claim or dispute you may have against Robots and Pencils must be resolved by a court located Alberta, Canada, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located in Alberta, Canada, when the laws of Canada or the United States applies, for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
19.2 All claims you bring against Robots and Pencils must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Robots and Pencils may recover attorneys’ fees and costs up to U.S. $1,000, provided that Robots and Pencils has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
19.3 Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Materials in violation of the Terms you agree that Robots and Pencils shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by You except with Robots and Pencils’ prior written consent. Robots and Pencils may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. Any notice provided to Robots and Pencils pursuant to the Terms should be sent to 1507 14 Avenue Southwest, Calgary, AB T3C 0W4, Attention: General Counsel. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Robots and Pencils in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.