Rokid Terms Of Use
Effective Date: June 10th, 2019
The website rokid.com/en (the “Site”) is owned by Hangzhou Lingban Technology Co., Ltd. (杭州灵伴科技有限公司), a limited liability company registered in the People’s Republic of China, and operated by its affiliate Rokid, Inc., a company registered in the United States (together, “Rokid”, “we”, “us”, or “our”). Both Lingban Technology Co., Ltd. and Rokid Inc. are under the common control of the same parent company Rokid Corporation Ltd. registered under the laws of Cayman Islands. These Terms of Use are a legally binding agreement between Rokid and you (“your,” “User,” or “Customer”) governing your use of the services offered by our Site (the “Services”). Our Privacy Policy is part of these Terms of Use and is incorporated herein. Some Users of this Site are employees or agents of business entities, so references to “you” in these cases means both: (1) any entity or individual that is your employer or for whom you act as agent, and (2) the “User” individually unless otherwise stated on the Site or in these Terms of Use.
(a) Your Information
When you provide information about yourself and your employer or the business entity of which you act on behalf, such as in Pre-ordering a product or Requesting a Demo on our Site, you agree to provide accurate, current, and complete information at all times. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness by using the means allowed for the relevant information or, when appropriate, by contacting us. If you provide (or Rokid has reasonable grounds to believe that you provided) any information that is inaccurate, not current, or incomplete, Rokid may deny to provide product or service to you in addition to exercising all rights and remedies allowed by law, without being liable to you.
(b) Use Restrictions
Recognizing the global nature of the Internet, you agree to comply with all applicable local laws and rules regarding online conduct. In particular, in using our Services and the Site, you agree that you will not under any circumstances:
- attempt to, or harass, abuse or harm another person, group, or entity;
- impersonate other Users of the Site, agents, employees, or representatives of a business, or other individuals;
- interfere or attempt to interfere with the proper functioning of the Site;
- make any automated use of the Site, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- bypass any robot exclusion headers or other measures we take to restrict access to the Site or use any software, technology, or device to scrape the Site or harvest or manipulate data;
- publish or link to malicious content intended to damage or disrupt another User’s browser or computer;
- frame the Site or create a link to any part of the Site other than the home page without our prior written consent.
(c) Authorization
If you are an employee or agent of a business entity and submitting a Request Pre-order to our product or Request a Demo on behalf of the entity, you represent and warrant that you are authorized by the entity to submit the request and you have the express authority to legally bind the entity.
2. LIMITATIONS OF LIABILITIES
(a) WITH RESPECT TO THE PRODUCTS YOU PRE-ORDER ON THE SITE, ROKID MAKES NO ADDITIONAL WARRANTY OTHER THAN EXPRESSLY PROVIDED ON THE SITE AND/OR PRODUCT BROCHURE PROVIDED WITH THE PURCHASE ORDER, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(b) ALL OTHER SERVICES (EXCLUDING PRODUCTS) AND OUR SITE, INCLUDING ALL ITS CONTENT, FUNCTIONALITY, AND ASSISTANCE, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES FROM EITHER US OR ANY THIRD PARTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(c) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ROKID NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARENT, SUBSIDIARIES, OR AFFILIATES WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
(d) The Site is provided as is and when available, and we may change any or all of its content, functionality and Services at our discretion at any time without notifying you. We may also do this for particular activities even if you already took actions. For example, we can change our product offering at any time even after you have already submitted a Request for Pre-order or Request for a Demo.
(e) You acknowledge and understand that your submission of Request for Pre-order or Request for a Demo does not guarantee delivery of a product or service. The price of the product or service you pre-order will be as quoted to you when we contact you after you submit your pre-order, and may include tax and shipping when applicable. When the pre-ordered product or service is ready for shipping or delivery, we will contact you to provide you with your purchase confirmation (including shipping costs and any taxes where applicable). No order is deemed accepted if we have not entered into a separate valid written contract with you. At any time prior to order acceptance, we reserve the right to decline or reject your order or pre-order. If this occurs, we will attempt to notify you. Some reasons for rejection can include: (i) we are unable to supply you with the product or service, for example because that item is no longer available or because of an error in the price quote; or (ii) you do not live in a country or region from which the product or services may be purchased. If you have already paid, we will refund you the full amount including any delivery costs charged.
(f) Our Site may contain links to websites of third parties or contents provided by third parties such as our sponsors. While their information, products and services may be helpful to you, these third parties are independent entities and we do not control or endorse them. We do not guarantee the quality, reliability, or suitability of any third party services provided, made available or linked through our Services and we bear no responsibility for such third party services and contents. You agree that any visits to linked sites or third party contents are solely at your own risk. There may be, from time to time, third party contents and services offered on our Site that are subject to further terms of use, including terms from the relevant third party that originally produced such contents and services. In such cases, you agree to comply with any such further terms and conditions.
3. INTELLECTUAL PROPERTY
(a) You understand and agree that all right, title, and interest, including all intellectual property rights, in and to our Services and Site, inclusive of all contents and all products (such as Rokid SDK) offered therein (“Rokid IP”) belong to us and/or our licensors at all times. Subject to the terms and conditions of these Terms of Use and any expressly stated restrictions or limitations relating to specific content on our Site, Rokid hereby grants you a limited, non-transferrable, non-sublicensable, revocable license to display, download, or print the content of our Site solely for the purposes of providing Services to you. Any other use, including but not limited to, any commercial or non-personal use of the Site including its content is strictly prohibited. You further agree not to change or delete any proprietary notices from materials downloaded from the Site.
(b) Except as expressly provided in these Terms of Use, you have no right to use Rokid IP. In particular, you have no right to use our trademarks or product names, logos, domain names or other distinctive brand features associated with Rokid without our prior written consent. You will not otherwise promote any product or service in any manner that is likely to cause confusion or create the impression that Rokid endorses any such product or service.
4. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Rokid, its affiliates, parent, and subsidiaries, and their officers, directors, employees and agents, from and against any and all losses, damage, liabilities and costs of every nature incurred by any of them (including, but not limited to litigation costs and attorney’s fees) in connection with any claim, damage or loss arising out of your use of the Site and Services, your breach of these Terms of Use, or your violations of any laws, regulations, or third party rights. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our prior written consent.
5. TERMINATION
(a) You understand and agree that we have the right, at any time, to suspend or terminate some or all of our Services without notifying you in advance. These Terms of Use will apply to your use of our Services until access to the relevant Services is terminated by either you or us.
(b) We may suspend or terminate your access to any or all of our Services: (i) if we reasonably believe that you have breached these Terms of Use; (ii) if we reasonably believe that you have failed to fulfill your duties and obligations you owe to any of our affiliates or third parties; (iii) if your use of our Services creates risk for us or for other Users of our Services, or gives rise to a threat of potential third party claims against us which will be potentially damaging to our reputation; or (iv) for any other reason. Where reasonably practicable, we will provide you notice of any suspension or termination of our Services.
(c) Following the termination of these Terms of Use, we may retain and use your information in accordance with our Privacy Policy.
6. UPDATES
You understand and agree that from time to time we may update these Terms of Use by posting on our Site. Amended versions of these Terms of Use will take effect on the date specified for the amended version. If the changes are material, we will provide at least 30 days’ notice, by email or by any other means. You should regularly check our Site for updates and your continued use of our Site and Services constitutes your acceptance of the updated Terms of Use.
7. DISPUTE RESOLUTION
Any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof shall be governed by the laws of the State of California, United States, without regard to choice of law provisions, and not by the 1980 United Nation Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Site and Services (including but not limited to the purchase of our products) shall be in the state or federal courts located in San Carlos county, California. Any cause of action or claim you may have with respect to the Site and Services (including but not limited to the purchase of our products) must be commenced within one (1) year after the claim or cause of action arises.
8. MISCELLANEOUS
(a) If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
(b) Rokid’s failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise permitted under law.
(c) You may not assign, transfer or delegate these Terms of Use and your rights and obligations hereunder without our prior written consent. We may, without restrictions, assign, transfer or delegate these Terms of Use and any rights and obligations hereunder, at our sole discretion. We will notify you should such transfer, assignment, or delegation occurs.
(d) No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Use or your use of our Site or Services. (e) These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties.
9. NOTICE
(a) Any notification or notice given by us concerning these Terms of Use in connection with your use of our Services may be via email, web postings, or others. Such notification or notice will take effect and is deemed to be delivered to you on the date it is sent or released.
(b) You agree that you will give us notice related to our Services and/or these Terms of Use by writing to us at Rokid Inc., ATTN: Legal Notice, 1010 Commercial Street, Suite A, San Carlos, CA 94070 or any other methods recognized by us.
