PowerApps - Terms Of Service
Last Updated: Feb 21, 2020
Building an app executable customised to your business/brand, preparing the app store entry content, publishing the app on the app store followed by app maintenance and support. All deliverables are subjected to the terms of “Billing And Payments”
2. Detailed description of the PowerApps service:
1. Creating, configuring and building an app executable for the platform for which the sales agreement is made.
2. The app specifications will be as shown in the demo app to you for the respective platform.
3. Creating, configuring various accounts (google, one signal, firebase, admob etc) and API keys to support the features and functioning of the app.
4. Customise the app with your brand name, colors and logo.
5. Signing, creating app store assets, preparing app store entry content and publishing on the app store.
6. Maintenance and support as specified in the sections “Maintenance Terms” and “Support Terms”.
7. The scope of the work is limited to the platform and the app store for which the sales agreement is made. App will be published on Roboto Systems app store account.
3. App services like push notifications, advertisements using admob, api keys etc will be setup and configured on your own accounts. Please note third party companies google, facebook, twitter etc do put quotas and limits on their service and api’s usage. If you need higher usage, you will need to contact respective companies to increase your quota limits.
4. PowerApps service does not include the following
1. Publishing the app on your own app store account. If you need the app to be published on your own app store account then a separate agreement has to be made for the same.
2. Source code of the app is our intellectual property and ownership rights of the code remain with us and is not included in the PowerApps service and its deliverables. You are granted the software license to use the app and the fee for software license is included in your subscription fee. If you want to get source code, you will need to purchase our source code license and enter a separate agreement.
Maintenance includes new OS upgrades to make the app function on new OS version and bug fixes, optional improvements. Maintenance excludes any new features, new UI upgrades and any customisation of the app. Maintenance period will last until the day your subscription expires. You agree that you may automatically receive updated versions of the App and the related third-party software. The Licensor may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Application (“Updates”). The Updates may be automatically installed without obtaining further consent from you, and your continued usage of the Application shall be deemed as an acknowledgement of the same.
The Licensor shall provide you help and support for the period for which you have an active subscription at its discretion. Help and support includes access to email support and, for certain services, on phone support, and in the form of help documentation. “Email support” means the ability to make requests for technical support and assistance by email at any time concerning the use of the Services.
1. Fee for PowerApps service:
There is an upfront fee and subscription fee as indicated in the sales agreement to avail PowerApps service. Upfront fee covers fee for configuring, building the app, preparing app store content and publishing the app on the app store. Subscription fee covers software license fee, maintenance and support fees. License fee is for granting you access to use the app software and making the app available for unlimited active users. Please refer to the “License” section for more details.
2. Upfront fee payment and app first delivery:
Building the app work will start once the upfront fee payment is received from you. You agree to pay Roboto Systems, the upfront fee as indicated in the sales agreement and you also agree to the terms of this document. Up on starting the app work, we will configure, build and deliver the app executable within a reasonable time period. We will aim to make the first delivery within two weeks from the upfront fee payment date. Please note this is on a best effort basis and it may take longer than two weeks. During the app building phase, you will need to coordinate and support our team with any information we need from you in order to build the app. After the first delivery of the app, you can test the app and once you are happy with the app, we will prepare the app store entry content and publish the app to the app store.
3. Subscription start date and subscription fee payments:
Your subscription will start after one month from the date of your first payment or upfront payment. You agree that you authorize Roboto Systems to collect the subscription fee for the service (as well as any taxes) as indicated in the sales agreement, using any credit card or other payment mechanism we have on record for you.
4. Auto renewal:
Unless you notify Roboto Systems before the end of the applicable subscription period that you want to cancel the service, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for the service (as well as any taxes) using any credit card or other payment mechanism we have on record for you.
5. General terms:
Any one-off, design or custom development fees paid are not refundable. Roboto Systems reserves the right to change the payment terms and fees upon 30 days prior written notice to you.
If you are offered a money-back guarantee in the sales agreement, you will receive a full refund of all subscription fee paid if you cancel within the money back guarantee period as indicated in the sales agreement. We will refund you within 30 days from the date we receive your cancellation request. Note the money back guarantee does not cover upfront fee, any custom development or design work done for you. Upfront fee is not part of the money back guarantee and is not refundable. Only the subscription fee paid is covered under money back guarantee.
1. Termination of service:
Termination of the service involves unpublishing the app from the app store, deletion of the api keys and login accounts etc. However you can choose to opt for account migration by paying a one time fee for the same. Please refer to the “Account Migration” section for more details.
2. Termination by you:
You can terminate the service by writing to us at any time after the first 12 months of subscription, by giving us a one week notice. The termination will be in effect after one week from the day we receive your termination notice. There will not be any refund of any subscription amount paid already.
3. Termination when subscription payment not received:
If you fail to pay your subscription fee within 30 days, we will take action to unpublish the apps. If you fail to pay even after 60 days, we can terminate the service, delete api keys, login accounts etc. This may result in any installed apps to stop functioning.
4. Termination by Us and refunds:
1. We may terminate the service at any time by giving you one week notice. The termination will be in effect after one week from the day we send you the termination notice. This termination by us may happen for any reason beyond our control or we see that termination as the best option. In such a case, your subscription amount will be calculated on pro-rata basis till the day of termination and remaining amount if any would be refunded to you.
2. This subscription will terminate immediately without notice from Licensor if you fail to comply with any provision of the terms and conditions of this agreement.
3. At any time during your active subscription period, in the unlikely event that Apple or Google may suspend the app we made for you for any reason, like due to any policy violation or suspension of our hosting accounts etc. In such a case, below are the possible solutions you can expect from us.
a. As a first thing, we will put our best efforts to work with apple/google and get the app back to resume live on app stores.
b. If we see, migrating your app to host them on your own google/apple app store account as the best option, we will do the migration work and host them on your own account. You will be responsible for buying and paying for your own apple/google app store account membership.
c. But in the unlikely scenario, where we are not able to get your apps live on app stores, we will terminate this agreement and no further subscription fees are collected and unused period of already paid subscription fee will be calculated on pro-rata basis and the same will be refunded to you.
1. By default the app will be hosted on our app store account. If you want the app to be hosted on your own app store account, then you shall enter a separate agreement and pay the corresponding fee for it. You are eligible for account migration only if either you have already subscribed to PowerApps service for at least 12 months or you can choose to pay an extra fee equivalent to 12 months subscription. You must still pay for the active subscription in order for us to provide maintenance and support to you.
2. In the case of termination of the service with us and if you have completed at least 12 months of active subscription, we can provide the account migration provided you pay the corresponding account migration fee and there will not be any maintenance and support provided other than that required for the account migration itself.
3. Account migration consists of moving the app from our app store account to your own app store account, providing you with app executable, associated app store signing keys, any associated third party account details, any third party license codes. You are responsible for creating and setting up your own app store account.
All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of the Work.
If you operate the app, comment on your app, post material to your app, post links on the app, or otherwise make (or allow any third party to make) material available by means of the service (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content.
Roboto Systems hereby grants you a worldwide non-exclusive, personal, non-assignable license to use the Services for the duration of this agreement, exclusively in the conditions hereunder.
PLEASE READ THIS LICENSE AGREEMENT (“Agreement”) CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF the Application provided to you under PowerApps service, YOU (HEREINAFTER “Client/You”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND IS AGREEMENT IS ENFORCEABLE AGAINST CLIENT.
1. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, the Licensor hereby grants to you, under all of Licensor's intellectual property rights in and to the Application, a non-exclusive, non-transferable, worldwide license (“License”), for your (a)commercial purposes as a service provider or similar commercial entity and/or (b) private, non-commercial purposes as a private user. You agree that aspects of the Application, constitute trade secrets and/or copyrighted material of the Licensor, and you agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of the Licensor. The Licensor agrees to implement reasonable security measures to protect such trade secrets and copyrighted material.
YOU WILL NOT SUBLICENSE, LEASE, RENT, OR LEND YOUR RIGHTS IN THE APPLICATION OR DOCUMENTATION, AS GRANTED BY THIS LICENSE, WITHOUT PRIOR WRITTEN CONSENT OF THE LICENSOR. THE LICENSOR MAY ASSIGN THIS LICENSE WITHOUT LIMITATION. ANY ASSIGNMENT IN VIOLATION OF THE FOREGOING SHALL BE VOID AND OF NO EFFECT. SUBJECT TO THE FOREGOING, THIS LICENSE SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
YOU AGREE THAT YOU WILL NOT USE THE APPLICATION OTHER THAN AS PERMITTED BY THIS AGREEMENT AND YOU WILL NOT USE THE APPLICATION IN A MANNER INCONSISTENT WITH ITS DESIGN OR DOCUMENTATION.
YOU SHALL NOT: COPY, IN WHOLE OR IN PART, MODIFY THE APPLICATION; ADAPT OR TRANSLATE, DISASSEMBLE, DECOMPILE, REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE APPLICATION.
YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE APPLICATION (INCLUDING WITHOUT LIMITATION, SOFTWARE OBTAINED THROUGH A WEB DOWNLOAD), OR AUTHORIZE ANY PORTION OF THE APPLICATION TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.
Licensor shall retain all right, title and interest, including all intellectual property rights, in and to the Application, documentation, designs and other trademarks (together, the “Marks”). You further acknowledge and agree that, as between you and the Licensor, the Licensor and its third-party licensors own and shall continue to own all right, title, and interest in and to the Application and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to you herein, this license does not grant you any ownership or other right or interest in or to the Application or the Documentation or any other intellectual property rights of the Licensor, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that the Licensor uses in connection with the Application or with services rendered by the Licensor are marks owned by it. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
5. CONTENT LICENSE FROM YOU
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through the application.
1. We reserve the right to display attribution links such as ‘Developed by Roboto Systems’ or ‘Powered by Roboto Systems’ in the client app’s user interface. Such attribution links can be removed upon request.
2. Client gives us permission to showcase the client name and the apps we made for them, on our promotional content on mediums like our website or apps or emails etc. We can stop showcasing the client name and apps upon request.
1. The end product may include third party software and services (like Google Firebase, Analytics, Admob, Onesignal, codecanyon.net etc), products, software, SDKs or applications developed by a third party.
2. It is acknowledged that the Application may contain, incorporate or have been developed using third party software programs that are licensed by the Licensor (“Third Party Software”).The Application may include intellectual property licensed by the third-party provider(s). Such third party’s intellectual property is provided on an “as is where is” basis, and the use of the same shall be governed by the terms and conditions of the licenses necessary to use any such third-party intellectual property.
3. You agree to comply with the terms and conditions contained in Third Party Software licenses with respect to the applicable Third Party Software.
4. You agree and acknowledge that clauses under Support and Limited warranty sections of this Agreement shall also govern Your use of the Third-Party Software. Licensor will bear no responsibility with respect to any Third Party Software, and your sole remedy shall be against the licensor of the Third Party Software. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software.
5. The Licensor provides no warranty, express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with respect to any Third Party Software.
6. With the inclusion of Third Party Services in the end product, you understand that:
1. Third Party Services are not vetted, endorsed, or controlled by us.
2. Any use of a Third Party Service is at your own risk, and we shall not be responsible or liable to anyone for Third Party Services.
3. Your use is solely between you and the respective third party (“Third Party”) and will be governed by the Third Party’s terms and policies. It is your responsibility to review the Third Party’s terms and policies before using a Third Party Service.
4. Third Party Services may not work appropriately with your app, and we may not be able to provide support for issues caused by any Third Party Services.
5. If you have questions or concerns about how a Third Party Service operates, or need support, please contact the Third Party directly.
1. We may make changes to the Terms or Additional Terms from time to time. When these changes are made, we will make a new copy of the Terms available at our website https://robotosystems.com and any new Additional Terms will be made available to you from within, or through, the affected Services.
2. You understand and agree that if you use the Services after the date on which the Terms or Additional Terms have changed, we will treat your use as acceptance of the updated Terms or Additional Terms.
Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
1. LIMITED WARRANTY
1. THE APPLICATION IS PROVIDED TO THE CLIENT ON AN “AS IS” BASIS AND WITHOUT WARRANTIES. THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES TO CLIENT OR ITS USERS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION OR DERIVATIVE WORKS, INCLUDING BUT NOT LIMITED TO the IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. CLIENT OR ITS USERS USE THE APPLICATION FOR A NUMBER OF REASONS, AND THE LICENSOR CANNOT GUARANTEE THAT IT WILL MEET CLIENT OR ITS EACH USER’S SPECIFIC NEEDS. LICENSOR HEREBY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE SHALL BE ERROR FREE, WITHOUT DEFECTS OR CODE WHICH MAY CAUSE DAMAGE TO LICENSEE’S OR ITS USERS COMPUTERS, MOBILES OR TO LICENSEE, AND THAT THE SOFTWARE SHALL BE FUNCTIONAL. LICENSEE SHALL BE SOLELY LIABLE TO ANY DAMAGE, DEFECT OR LOSS INCURRED AS A RESULT OF OPERATING THE SOFTWARE.
2. THE LICENSOR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT THE LICENSOR’S OPTION, RETURN OF THE PRICE PAID BY YOU FOR THE APPLICATION IF ANY.
3. INTELLECTUAL PROPERTY: LICENSOR HEREBY WARRANTS THAT THE SOFTWARE DOES NOT VIOLATE OR INFRINGE ANY 3RD PARTY CLAIMS IN REGARDS TO INTELLECTUAL PROPERTY, PATENTS AND/OR TRADEMARKS AND THAT TO THE BEST OF ITS KNOWLEDGE NO LEGAL ACTION HAS BEEN TAKEN AGAINST IT FOR ANY INFRINGEMENT OR VIOLATION OF ANY 3RD PARTY INTELLECTUAL PROPERTY RIGHTS.
4. PRIOR INSPECTION: LICENSEE HEREBY STATES THAT HE/SHE INSPECTED THE SOFTWARE THOROUGHLY AND FOUND IT SATISFACTORY AND ADEQUATE TO HIS/HER NEEDS.
2. LIMITATION OF LIABILITY
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR LIABLE TO USER UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY CLIENT OR ANY OF ITS USERS OR USERS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
2. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE, AT THE LICENSOR’S OPTION, LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE APPLICATION UNDER THIS AGREEMENT.
1. Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, costs or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
2. This Agreement shall be governed by the laws of England and Wales, exclusive of its conflict of laws provisions, and shall be subject to the jurisdiction of courts of England and Wales. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The controlling language of this Agreement, and any proceedings relating to this Agreement, shall be English.