TERMS OF SERVICE
THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND FORGET COMPUTERS, LTD. AND GOVERN USE OF AND ACCESS TO THE FORGET COMPUTERS PROFESSIONAL SERVICES AND ROBOT CLOUD SOFTWARE AND RELATED SERVICES ("SERVICES") BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO SERVICES OR A FREE TRIAL OF THE SERVICES.
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any Agent or End-User to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Forget Computers that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “Subscriber,” “You,” “Your” or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
Terms & Conditions (in short)
Forget Computers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Forget Computers has been advised of the possibility of such damages), resulting from:
(i) the use or the inability to use the service;
(ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
(iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
Contact us with questions about the Terms of Service.
Robot Cloud, the “Service” is provided on an “as is” and “as available” basis. (We use the service ourselves so we’re motivated to keep it running.)
Technical support is provided to paying account holders and is available via phone or email, Monday through Friday, 9am to 5pm, Central Time, outside of US Holidays and the day after Thanksgiving (when we are closed for family time), unless otherwise noted by your agreement.
We use third party vendors and hosting partners located in the U.S. to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
No personal or customer data is ever collected or stored. Only device data is collect. See the Dashboard Demo button for an example.
Modifying, adapting or hacking the Service or modifying another website to falsely imply that it is associated with the Service, or any other Forget Computers service is not allowed.
Forget Computers, Inc. (“Forget Computers”) represents and warrants to Customer that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Customer will not determine or exercise control as to general procedures or formats necessary to have these services meet Customer’s satisfaction.
Forget Computers shall obtain and maintain during the term of this Agreement insurance, including worker's compensation, motor vehicle, and comprehensive general liability.
3. Independent Contractor
Forget Computers acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. Forget Computers shall not enter into any contract or commitment on behalf of Customer. Forget Computers further acknowledges that it is not considered an affiliate or subsidiary of Customer, and is not entitled to any Customer employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
Forget Computers recognizes and acknowledges that this Agreement creates a confidential relationship between Forget Computers and Customer and that information concerning Customer’s business affairs, Customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Customer is hereinafter collectively referred to as "Confidential Information." All reports or documents developed for the Customer during the contract period are the intellectual property of the Customer. If the Customer provides a copy of their production database, any data, information, reports, or programming contained in the database shall also be considered “Confidential Information” while in the possession of Forget Computers.
Forget Computers agrees that, except as directed by Customer, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Customer all documents, papers, and other matter in its possession or control that relate to Customer. Forget Computers further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.
6. Office Rules
Forget Computers shall comply with all office rules and regulations, including security requirements, when on Customer premises. If any employee or agent of Forget Computers intentionally does not comply with Customer's office rules and regulations, Customer may request Forget Computers remove that individual from continuing on the work involved.
Customer represents and agrees that the Services provided are those it requested and are suitable for the purposes set forth exclusively by Customer. Customer acknowledges that it, in its sole discretion, determined the scope, nature and extent of Services contracted with Forget Computers. Forget Computers does not represent that Services contracted are suitable, appropriate or comply with any legal, contractual, or other requirements binding the Customer. Customer expressly disclaims reliance upon any statements, representations or warranties made by Forget Computers.
Customer agrees to comply with any and all safety instructions and guidelines provided by Forget Computers personnel in carrying out Services on behalf of Customer and this Agreement. Forget Computers bears no liability or responsibility for any actions or inactions by Customer or its employees, agents or contractors that are contrary to such direction and that result in any reportable incident, injury, disability or death.
9. Exclusive Remedy
Customer specifically understands and agrees that Customer’s sole and exclusive remedy against Forget Computers or Forget Computers’s officers, agents, or employees, if any, shall be limited to the return of any service fees paid by Customer for Services rendered. Customer specifically understands and agrees that no other remedy (including but not limited to claims for incidental, special, consequential, or punitive, damages, for any cause whatsoever) shall be available to Customer.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severance shall be effective if it materially changes the economic benefit of this Agreement to either party.
11. Governing Law
This Agreement and any controversies arising hereunder shall be interpreted and adjudicated in accordance with the laws of the state of Illinois (without regard to the choice of law principles of any jurisdiction), whose courts shall have exclusive jurisdiction thereof, and venue shall lie in Cook County, IL.
If Customer fails to make any payment when due, Customer becomes insolvent or makes an assignment for the benefit of creditors, files a Petition in Bankruptcy, a receiver is appointed for the Customer’s business, or if Customer fails to comply with any of the other terms or conditions of this Agreement, such shall constitute a default hereunder and Forget Computers may thereupon, in addition to all other available rights and remedies: (1) terminate this Agreement; (2) terminate providing services to Customer; and (3), collect all costs and expenses incident to all collection costs, including reasonable attorney’s fees and court costs.
13. Conflicts and Ambiguities
If there is a conflict or ambiguity amongst this Agreement and any other document related hereto, the terms and conditions of this Agreement shall control.
14. General Disclaimer of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER SPECIFICALLY UNDERSTANDS AND AGREES THAT FORGET COMPUTERS SHALL NOT BE LIABLE TO THE CUSTOMER, WHETHER SUCH LIABILITY IS BASED ON NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION, BREACH OF CONTRACT, OR ANY OTHER THEORY OF LIABILITY — FOR ANY ACT OR OMISSION RESULTING IN RESPECT TO THE PREPARATION FOR PRODUCT, DELIVERY, OR SERVICING FOR ANY INJURY, DEATH, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY FORGET COMPUTERS, THE SERVICES PROVIDED OR THE EQUIPMENT USED IN PROVIDING SUCH SERVICES, BY ANY INADEQUACY THEREOF OR ANY DEFECT OR DEFICIENCY THEREIN, RELATING TO THE SERVICES PROVIDED. IT IS THE CUSTOMER AND FORGET COMPUTERS’ INTENT TO ABSOLVE AND PROTECT FORGET COMPUTERS AND ITS OFFICERS, AGENTS, AND EMPLOYEES TO THE FULLEST EXTENT BY LAW FROM ANY AND ALL LIABILITY OF WHATEVER KIND OR NATURE.
15. Disclaimer of Warranties
FORGET COMPUTERS MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER IN RESPECT TO ANY SERVICES PROVIDED HEREIN, AND CUSTOMER HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT ALLOWED BY LAW ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO THE EFFICACY OF THE SERVICES RENDERED, OR THE FITNESS OF THE SERVICE FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES EXPRESSED, IMPLIED AND STATUTORY. CUSTOMER CONFIRMS THAT IT HAS SELECTED THE SERVICE ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY FORGET COMPUTERS. IN ADDITION, CUSTOMER ACKNOWLEDGES THAT FORGET COMPUTERS HAS NOT NECESSARILY CONDUCTED RE-TESTING OF PERSONNEL OR OTHERWISE PERSONALLY TRAINED SAFETY PERSONNEL PROVIDED FOR SUCH SERVICES. FORGET COMPUTERS RESERVES THAT RIGHT TO PLACE RELIANCE ON APPROPRIATE CERTIFICATIONS OR OTHER THIRD PARTY INDICATIONS OR REPRESENTATIONS THAT APPROPRIATE TRAINING OR EXPERIENCE WAS SATISFIED BY PERSONNEL PLACED ON THE ENGAGEMENT.
16. Mutual Indemnification
To the fullest extent allowed by law, Customer and Forget Computers (each, the “Party”) shall indemnify, hold harmless and defend each other and the other party’s shareholders, directors, officers, employees and agents (“Other Party”) from and against any and all claims, actions, liabilities, damages, losses, and costs, including but not limited to attorney’s fees that may be incurred by the Other Party as a result of actions taken or inaction by the Party or anyone contracted or engaged by the Party to perform Services pursuant to this Agreement. The indemnification shall survive termination of this Agreement.
This Agreement may be terminated:
17.1.1. for non-renewal by either party with termination becoming effective as of the last day of then-current Term; and
17.1.2. upon written notice to the other party following the occurrence of a Relevant Event not cured within the time periods described under Section 17.2, as applicable, with termination becoming effective as of the date specified in such notice, but in no event later than the last day of the calendar month in which a notice of termination is received by the other party. We require a minimum of 30 days notice for month-to-month cancellations, or 90 days notice for non-renewal of yearly contract. Forget Computers has the right to cancel and discontinue service after 60 days of non-payment.
17.2. For the purpose of this Section 17.2, a “Relevant Event” is committed by a party if:
17.2.1. it commits a breach of its representations, warranties, or obligations under this Agreement and fails to cure it within 30 days (or, in the case of non-payment by Customer, 5 days) of being specifically required in writing to do so by the other Party; provided, however, that if the breaching Party has proposed a course of action to cure the breach (excluding non-payment) and is acting in good faith to cure same, but has not cured the breach by the 30th day, such period will, upon written agreement of the Parties, be extended by the parties to permit the breach to be cured if the Party in breach is acting in good faith to cure same; or
17.2.2. any of the following events occur: to a party: (i) a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property which is not discharged within 30 days; (ii) it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); (iii) the appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer of such party over all or substantially all of its assets; or (iv) an application or petition for bankruptcy, corporate re-organization, composition, administration, examination, arrangement is filed, and is not discharged within 30 days, or a party applies for or consents to the appointment of a receiver, administrator, examiner or similar officer of it or of all or a material part of its assets, rights or revenues.
18. Entire Agreement and Notice
This Agreement and the Agreement concerning disclosure provided by Customer contain the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.
Acceptance and use of the Services provided in accordance with this order constitutes acceptance of the terms & conditions stated herewith.