Terms of Service

About this Agreement

This Master Subscription Agreement ("Agreement" or "Terms") governs your business's access to and use of the Robsy platform at robsy.ai and its related applications, APIs, and services (collectively, the "Services"). The Services are operated by PairOx Pty Ltd (ACN 154 477 728, ABN 82 154 477 728), an Australian proprietary limited company based in New South Wales, Australia ("Robsy", "we", "us", or "our").

Robsy is a multi-tenant, business-to-business software-as-a-service platform for robotics operations. It provides robot fleet management with telemetry and command dispatch, a marketplace of robot-service providers, workflow automation, analytics and reporting, single sign-on (SSO) and role-based access control (RBAC), and subscription billing. Robsy is software only. It does not physically operate, maintain, or supervise robots, and it is not a party to service contracts formed between Marketplace participants. See Section 5 (Marketplace) and Section 11 (Robotics Safety Disclaimer).

Three related documents form part of your overall relationship with Robsy and are incorporated by reference:

The Robsy Privacy Policy ("Privacy Policy"), which describes how we handle personal information; and
The Robsy Data Processing Addendum ("DPA"), which governs our processing of Customer Personal Data on your behalf and applies where data-protection law requires it (for example, GDPR/UK-GDPR, the CCPA/CPRA, and the Australian Privacy Act 1988).
For use of the Marketplace, the Robsy Marketplace Terms and Provider Agreement (robsy.ai/legal/marketplace), which govern Marketplace bookings and listings.

If there is a conflict between the DPA and these Terms regarding the processing of personal data, the DPA controls to the extent of that conflict. If there is a conflict between an Order (as defined below) and these Terms, the Order controls for that transaction only.

1. Definitions

Capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.

1.1 "Customer" (or "you", "your") means the business entity that accepts this Agreement, purchases a Subscription, or otherwise accesses the Services. The Customer is the tenant that owns and controls a Robsy workspace.

1.2 "Authorized User" means an individual — such as an employee, contractor, or agent of the Customer — whom the Customer permits to access the Services under the Customer's account, and for whom the Customer is responsible.

1.3 "Services" means the Robsy platform and all features, modules, applications, APIs, documentation, and updates that Robsy makes available to the Customer under a Subscription, including fleet management, telemetry and command dispatch, the Marketplace, workflow automation, analytics and reporting, SSO/RBAC, and subscription billing. "Services" does not include Third-Party Services (Section 10) or the acts of any Provider or Customer in the Marketplace (Section 5).

1.4 "Marketplace" means the feature of the Services through which tenants may publish, discover, and book robot-related services, connecting a "Provider" tenant with a "Customer of the Provider" tenant.

1.5 "Provider" means a Customer that lists or offers robot-related services through the Marketplace. A Customer may act as a Provider, as a purchaser of Marketplace services, or both.

1.6 "Customer Data" means all data, content, files, telemetry, configurations, records, and other information that the Customer or its Authorized Users submit to, generate within, or transmit through the Services, including robot telemetry and command logs, but excluding Aggregated/De-identified Data (Section 8.4) and Robsy's own platform data.

1.7 "Order" (or "Subscription") means an ordering document, online checkout, plan selection, or renewal through which the Customer subscribes to the Services, specifying the plan, term, quantity, and Fees. Each Order is governed by and incorporates this Agreement.

1.8 "Fees" means all subscription charges, usage charges, Marketplace fees, and other amounts payable by the Customer for the Services, as set out in an Order or in Robsy's then-current pricing.

1.9 "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or reasonably understood to be confidential, including product roadmaps, pricing, security practices, and — for the Customer — Customer Data. See Section 9.

1.10 "Documentation" means Robsy's user guides, technical documentation, and policies made available for the Services, as updated from time to time.

1.11 "Applicable Law" means all laws, regulations, and rules applicable to a party's performance under this Agreement, including data-protection laws, consumer-protection laws such as the Australian Consumer Law ("ACL"), and — as the Customer's responsibility — robotics, product-safety, and workplace-safety laws.

2. Agreement to These Terms; Who May Accept

2.1 Acceptance. By clicking "I agree" (or similar), signing an Order, creating a Robsy account, or accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, do not access or use the Services.

2.2 Authority to bind the Customer. The individual who accepts this Agreement represents and warrants that they are at least 18 years old and are authorized to bind the Customer entity to this Agreement. If you accept on behalf of an employer or other organization, "Customer" refers to that organization, and you bind it to these Terms.

2.3 Business-to-business use. The Services are offered only to businesses and organizations for their internal business and operational purposes. The Services are not intended for personal, household, or consumer use.

2.4 Entire relationship. This Agreement, together with each Order, the Privacy Policy, the DPA, and any policies referenced herein, constitutes the entire agreement between the parties regarding the Services and supersedes prior proposals or agreements on that subject. See Section 19.

3. Accounts, Eligibility, Authorized Users, and Security

3.1 Eligibility. To use the Services, the Customer must be a business or organization capable of forming a binding contract, and each Authorized User must be at least 18 years old. The Customer must not access the Services if barred from doing so under Applicable Law (including applicable sanctions and export-control laws).

3.2 Account registration. The Customer must provide accurate, current, and complete registration and billing information and keep it up to date. The Customer is responsible for all activity that occurs under its workspace and Authorized User accounts.

3.3 Authorized Users and roles. The Customer may provision Authorized Users up to the seats/quantities in its Order. The Customer is responsible for:

(a) configuring RBAC roles and permissions appropriately for each Authorized User;
(b) ensuring Authorized Users comply with this Agreement; and
(c) promptly de-provisioning users who should no longer have access.

The Customer is liable for acts and omissions of its Authorized Users as if they were the Customer's own.

3.4 Credentials and security. The Customer and its Authorized Users must safeguard all login credentials and keep them confidential. The Customer must notify Robsy promptly at security@robsy.ai of any known or suspected unauthorized access to or use of the Services. Robsy is not liable for loss arising from the Customer's failure to secure its credentials, devices, or SSO configuration.

3.5 Single sign-on (SSO). Where the Customer configures SSO through its own identity provider (IdP), the Customer is responsible for the correct configuration, security, and lifecycle of that IdP and its user directory, including timely deactivation of departed users. Robsy relies on assertions from the Customer's IdP and is not responsible for access granted or denied as a result of the Customer's IdP configuration. The Customer's IdP is a Third-Party Service under Section 10.

3.6 Multi-tenancy. The Services are multi-tenant. Robsy applies tenant-isolation controls so that each Customer's workspace and Customer Data are logically separated. The Customer must not attempt to access, and must not permit its Authorized Users to attempt to access, any other tenant's data or environment except through the Marketplace features as intended.

4. The Services and Right to Use

4.1 License grant. Subject to this Agreement and payment of applicable Fees, Robsy grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the subscription term and scoped to the Customer's Order, to access and use the Services for the Customer's internal business operations, and to permit its Authorized Users to do the same.

4.2 Reservation of rights. Except for the limited rights expressly granted, no right, title, or interest in the Services is granted to the Customer. All rights not expressly granted are reserved by Robsy. See Section 8 for intellectual-property ownership.

4.3 Availability; target, not an SLA. Robsy will use commercially reasonable efforts to make the Services available. Unless a separate, signed service-level agreement ("SLA") is agreed in an Order, the Services are provided on an "as is" and "as available" basis, and any availability, uptime, or performance figures are internal targets only and are not warranties or contractual commitments. The Services may be unavailable during planned maintenance, updates, or events outside Robsy's reasonable control (Section 19.2).

4.4 Changes to the Services. Robsy may modify, add, or discontinue features of the Services over time to improve or maintain them. Robsy will not materially degrade the core functionality of a paid Subscription during its then-current term without reasonable notice. Beta, preview, or "labs" features may be offered "as is", may be changed or withdrawn at any time, and are excluded from any commitments.

4.5 Telemetry and command dispatch — software function only. The Services may transmit commands to, and receive telemetry from, robots and robot-adjacent systems that the Customer connects. Robsy provides the software conduit for these signals only. The Customer is solely responsible for the correctness, safety, and consequences of any command issued or automation configured through the Services, and for the physical operation of its robots. See Sections 6 and 11.

4.6 Support. Support is provided at the level stated in the Customer's Order or Robsy's then-current support policy. Support does not constitute an SLA unless expressly agreed.

5. The Marketplace

5.1 Robsy as a neutral intermediary. The Marketplace is a venue that enables tenants to discover one another and to enter into service arrangements. Robsy acts only as a neutral intermediary and technology provider. Robsy is not a party to any contract, booking, or transaction between a Provider and a purchasing Customer, is not a broker or agent for either, and does not itself provide the robot-related services listed.

5.2 Provider↔Customer contracts. A booking request placed through the Marketplace is an offer to the Provider. A contract forms solely between the Provider and the purchasing Customer ("Provider-Customer Contract") when the Provider accepts it. The parties to a Provider-Customer Contract are solely responsible for its terms, performance, pricing (beyond any Marketplace fee Robsy charges under Section 5.6), delivery, quality, warranties, insurance, and compliance with Applicable Law.

5.3 No guarantee of Providers, listings, or robots. Robsy does not endorse, vet beyond any stated baseline checks, guarantee, or assume responsibility for any Provider, purchasing Customer, listing, service, robot, or outcome offered or obtained through the Marketplace. Robsy makes no representation about the accuracy of listings, the qualifications of any Provider, the fitness or safety of any robot or service, or the ability of any party to perform. Robsy is not liable for the acts, omissions, performance, non-performance, or the safety of any Provider, purchasing Customer, or robot.

5.4 Provider obligations. A Customer acting as a Provider must:

(a) publish accurate, complete, and non-misleading listings, pricing, availability, and service descriptions;
(b) hold and maintain all licenses, permits, qualifications, and insurance required to offer and perform its services lawfully;
(c) perform its services in compliance with Applicable Law, including robotics, product-safety, and workplace-safety laws; and
(d) honor confirmed bookings or handle changes and cancellations in accordance with its own published terms and Applicable Law.

5.5 Purchasing Customer obligations. A Customer purchasing through the Marketplace is responsible for evaluating the suitability of a Provider and its services for the Customer's needs, and for its own compliance with Applicable Law in receiving and using those services.

5.6 Marketplace fees. Robsy may charge a Marketplace fee only on transactions whose payment is processed through the Services, as disclosed at the time of the transaction or in the applicable Order or pricing. Those payment flows are processed through Stripe (Section 7 and Section 10). Marketplace fees are payable to Robsy for the use of the Marketplace technology and are separate from amounts owed by a purchasing Customer to a Provider under a Provider-Customer Contract. Where the Marketplace Terms and Provider Agreement provide that a booking is settled directly between the parties, Robsy takes no payment and charges no fee for it.

5.7 Disputes between tenants. Disputes arising out of a Provider-Customer Contract are between the Provider and the purchasing Customer. Robsy is not responsible for resolving such disputes and is under no obligation to mediate, arbitrate, refund, or provide remedies. Robsy may, at its discretion and without obligation, provide transaction records to the tenants involved to assist their own resolution, subject to the Privacy Policy and DPA. Nothing in this Section limits Robsy's ability to enforce this Agreement (including suspension under Section 6 or 15) against any tenant.

5.8 Taxes and settlement between tenants. As between a Provider and a purchasing Customer, the parties are responsible for determining, collecting, and remitting any taxes arising from their Provider-Customer Contract. Robsy is responsible only for taxes on Robsy's own Fees where required (Section 7.6).

6. Acceptable Use / Prohibited Conduct

6.1 General. The Customer must use the Services only for lawful business purposes and in accordance with this Agreement, the Documentation, and Applicable Law. The Customer is responsible for all use of the Services under its workspace.

6.2 Prohibited conduct. The Customer must not, and must not permit any Authorized User or third party to:

(a) use the Services for any illegal, fraudulent, infringing, or harmful purpose;
(b) upload or transmit malware, or content that infringes third-party rights or violates Applicable Law;
(c) interfere with, disrupt, degrade, or gain unauthorized access to the Services, other tenants, or the underlying infrastructure, or attempt to circumvent tenant isolation, RBAC, rate limits, or security controls;
(d) reverse engineer, decompile, disassemble, or attempt to derive source code or the structure of the Services, except to the limited extent this restriction is prohibited by Applicable Law;
(e) copy, resell, sublicense, rent, timeshare, or provide the Services to third parties outside the Customer's Authorized Users, or build a competing product using the Services;
(f) use the Services to send unlawful communications, or to store or transmit content in violation of privacy or data-protection law;
(g) exceed the seats, quantities, usage limits, or scope in the Customer's Order, or misrepresent identity or entitlements;
(h) issue commands, configure workflow automations, or otherwise use the Services to operate a robot in a manner that is unsafe, that endangers persons or property, or that violates robotics, product-safety, or workplace-safety laws (see Section 11); or
(i) use the Services in the operation of systems where failure could reasonably be expected to lead to death or serious bodily injury, unless the Customer has implemented appropriate independent safety, fail-safe, and human-oversight controls that do not depend on the Services.

6.3 Enforcement. Robsy may investigate suspected violations and may suspend or restrict access under Section 15 to protect the Services, other tenants, or any person. Where practicable and lawful, Robsy will give notice; where a violation poses an imminent risk to safety, security, or legal compliance, Robsy may act immediately.

7. Fees, Billing, and Taxes

7.1 Fees and Subscriptions. The Customer will pay the Fees for the plan and term stated in its Order or in Robsy's then-current pricing. Subscriptions are billed in US Dollars (USD), on a monthly or annual basis as selected, and are processed through Stripe (Section 10). Robsy does not store full payment-card numbers; card data is handled by Stripe.

7.2 Trials. Robsy may offer a 14-day free trial or other promotional access. Unless the Customer cancels before the trial ends, the Subscription converts to a paid Subscription at the then-current Fees, and the Customer authorizes the applicable charge. Trial features may be limited and are provided "as is" with no warranty.

7.3 Auto-renewal. Unless an Order states otherwise, Subscriptions automatically renew for successive terms equal to the then-expiring term, at the then-current Fees, unless either party gives notice of non-renewal before the end of the current term via the mechanism Robsy provides (for example, in-product cancellation or written notice). The Customer authorizes recurring charges through Stripe until the Subscription is cancelled.

7.4 Price changes. Robsy may change its Fees. For paid Subscriptions, Robsy will provide reasonable prior notice (at least 30 days, or as required by Applicable Law) of a price change, which takes effect at the start of the next renewal term. Continued use after the effective date constitutes acceptance; if the Customer does not agree, it may decline to renew.

7.5 Late or non-payment; suspension. If a payment is overdue or a charge fails, Robsy may (a) retry the charge through Stripe, (b) apply interest on overdue amounts to the extent permitted by Applicable Law, and (c) after reasonable notice, suspend the Services until payment is made (Section 15.3). Suspension for non-payment does not relieve the Customer of its obligation to pay accrued Fees.

7.6 Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, GST, VAT, withholding, and other taxes and duties associated with its purchase, excluding taxes on Robsy's net income. If Robsy is required to collect such taxes, they will be added to the Customer's invoice. If the Customer is required to withhold taxes, it must gross up so that Robsy receives the full amount due.

7.7 No refunds; upgrades and downgrades. Except as expressly stated in an Order or as required by Applicable Law (including the non-excludable consumer guarantees of the ACL where they apply, see Section 12.4), all Fees are non-refundable. Upgrades — to a higher plan or a longer billing term — take effect immediately; unused time on your current term is credited against the new charge. Downgrades and moves to a shorter billing term take effect at the next renewal and are not refunded.

7.8 Billing disputes. The Customer must notify Robsy of any good-faith billing dispute within 30 days of the invoice or charge. The parties will work in good faith to resolve disputed amounts; undisputed amounts remain payable when due.

8. Customer Data and Intellectual Property

8.1 Ownership of Customer Data. As between the parties, the Customer owns all right, title, and interest in and to its Customer Data. This Agreement does not transfer ownership of Customer Data to Robsy.

8.2 License to Robsy. The Customer grants Robsy a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and support the Services, to prevent or address technical or security issues, and as otherwise instructed by the Customer or permitted by this Agreement, the Privacy Policy, and the DPA. Robsy's processing of Customer Personal Data on the Customer's behalf is governed by the DPA.

8.3 Customer responsibilities for Customer Data. The Customer represents and warrants that it has all rights, consents, and lawful bases necessary to submit Customer Data to the Services and to authorize Robsy's processing of it, and that Customer Data and its use of the Services comply with Applicable Law. The Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired it.

8.4 Robsy platform IP; Aggregated/De-identified Data. Robsy and its licensors own all right, title, and interest in and to the Services, the underlying software, models, technology, and Documentation, and all intellectual-property rights therein. Robsy may generate and use aggregated and/or de-identified data derived from use of the Services (including performance, usage, and telemetry statistics) to operate, analyze, improve, benchmark, and develop the Services and Robsy's business, provided such data does not identify the Customer, any Authorized User, or any individual and is not presented in a manner that reveals Customer Data of an identifiable tenant.

8.5 Feedback. If the Customer or an Authorized User provides suggestions, ideas, or feedback about the Services ("Feedback"), the Customer grants Robsy a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into the Services without obligation or attribution. Feedback is provided voluntarily and is not Confidential Information of the Customer.

8.6 Data export and deletion. Data export upon termination and subsequent deletion are addressed in Section 15.4 and, for personal data, in the DPA and Privacy Policy.

9. Confidentiality

9.1 Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under this Agreement, and (b) protect it using at least the degree of care it uses for its own confidential information of like kind, and no less than reasonable care. The Receiving Party may disclose Confidential Information only to its personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

9.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was rightfully known without confidentiality obligations before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

9.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it gives reasonable prior notice (where legally permitted) and cooperates with efforts to limit the disclosure.

9.4 Customer Data. Customer Data is the Customer's Confidential Information and is also subject to the Privacy Policy and DPA.

10. Third-Party Services and Integrations

10.1 Third-Party Services. The Services interoperate with third-party products and services ("Third-Party Services"), including Stripe (payment processing), the Customer's identity provider (IdP) for SSO, and other integrations the Customer connects. These Third-Party Services are provided by their respective providers, not by Robsy.

10.2 Sub-processors and hosting. Robsy uses third-party sub-processors to operate the Services, including for hosting/database, email, error monitoring, and object storage. The current list of sub-processors, with their purposes and regions, is maintained in the DPA and/or Privacy Policy. Robsy remains responsible for its sub-processors' processing of Customer Personal Data as set out in the DPA.

10.3 Customer's use of Third-Party Services. The Customer's use of a Third-Party Service is governed by that provider's own terms and privacy practices. Robsy does not control and is not responsible for Third-Party Services, and disclaims liability for their availability, performance, security, or acts and omissions. If a Third-Party Service becomes unavailable or changes, Robsy may suspend or discontinue the related integration without liability.

11. Robotics Safety Disclaimer

11.1 Robsy is software only. The Services are software that provides fleet management, telemetry visualization, command dispatch, workflow automation, and related capabilities. Robsy does not own, operate, control, maintain, inspect, or supervise any robot, machine, or physical system, and Robsy does not perform any robot-related service.

11.2 Customer is solely responsible for physical operation and safety. The Customer is solely and exclusively responsible for:

(a) the safe design, deployment, operation, maintenance, inspection, and decommissioning of its robots, machines, facilities, and equipment;
(b) the training, supervision, and safety of its personnel and any persons in proximity to its robots;
(c) implementing and maintaining independent safety systems, fail-safes, emergency stops, human oversight, and risk controls that do not depend on the Services and that will operate correctly even if the Services are delayed, unavailable, or produce incorrect output;
(d) validating the correctness and safety of any command, script, workflow automation, or configuration before it is executed against a robot; and
(e) compliance with all robotics, machinery, product-safety, and workplace-health-and-safety laws, standards, and regulations applicable to its operations.

11.3 No reliance for safety-critical control. The Services are not designed, intended, or warranted for use as the sole means of safety-critical or real-time control of robots or machinery, and must not be relied upon as such. Telemetry may be delayed, incomplete, or inaccurate; commands may be delayed or fail to deliver. The Customer must not use the Services in any manner where such delay, failure, or inaccuracy could reasonably result in death, personal injury, or physical or environmental damage, unless independent safety controls under Section 11.2(c) are in place.

11.4 No liability for physical harm. To the maximum extent permitted by Applicable Law, Robsy is not liable for any physical damage, property damage, personal injury, death, or other harm arising from or relating to the operation, malfunction, or misuse of any robot, machine, facility, or personnel, or from the Customer's failure to implement adequate independent safety controls or to comply with Applicable Law. This Section is subject to the non-excludable rights preserved in Sections 12.4 and 14.5.

12. Warranties and Disclaimers

12.1 Mutual authority. Each party represents that it has the legal power and authority to enter into this Agreement.

12.2 Limited Robsy commitment. Robsy will provide the Services with reasonable skill and care and substantially in accordance with the Documentation. The Customer's exclusive remedy, and Robsy's sole obligation, for a failure to meet this commitment is for Robsy to use commercially reasonable efforts to correct the non-conformity, or, if it cannot do so within a reasonable time, to allow the Customer to terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the affected period.

12.3 "AS IS" disclaimer. Except as expressly stated in this Agreement, and to the maximum extent permitted by Applicable Law, the Services are provided "AS IS" and "AS AVAILABLE", and Robsy disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties or guarantees of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade. Robsy does not warrant that the Services will be uninterrupted, error-free, secure, or that they will meet the Customer's requirements, and does not warrant any Third-Party Service, Provider, robot, or Marketplace outcome (Section 5).

12.4 Australian Consumer Law and other non-excludable rights. Nothing in this Agreement excludes, restricts, or modifies any guarantee, warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified, including the consumer guarantees under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or comparable non-excludable rights under other Applicable Law. Where such guarantees apply and may be limited (and the goods or services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption), Robsy's liability for failure to comply with a consumer guarantee is limited, at Robsy's option, to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.

13. Indemnification

13.1 Robsy indemnity (IP). Robsy will defend the Customer against any third-party claim alleging that the Services, as provided by Robsy and used in accordance with this Agreement, infringe that third party's intellectual-property rights, and will indemnify the Customer for damages and reasonable costs finally awarded (or agreed in settlement by Robsy) for such a claim. Robsy has no obligation for claims arising from (a) Customer Data, (b) use of the Services in violation of this Agreement or Applicable Law, (c) combination of the Services with items not provided by Robsy where the claim would not have arisen but for the combination, (d) Third-Party Services, or (e) Marketplace activity or robot operation. If the Services are or may be enjoined, Robsy may, at its option, procure the right to continue, modify the Services to be non-infringing, or terminate the affected Subscription and refund prepaid, unused Fees. This Section states Robsy's entire liability for infringement claims.

13.2 Customer indemnity. The Customer will defend, indemnify, and hold harmless Robsy and its officers, employees, and agents from and against any third-party claim, and any damages, losses, liabilities, and reasonable costs (including reasonable legal fees), arising out of or relating to the matters listed below, except to the extent the claim, damage, loss, liability, or cost is caused by Robsy's breach of this Agreement, or by the negligence or willful misconduct of Robsy or its officers, employees, or agents:

(a) the Customer Data, including any claim that it infringes rights or violates Applicable Law;
(b) the Customer's or its Authorized Users' use of the Services in violation of this Agreement or Applicable Law;
(c) the operation, malfunction, or misuse of the Customer's robots, machines, facilities, or personnel, or any physical damage, injury, or death connected to them (Section 11);
(d) the Customer's activity in the Marketplace, including any Provider-Customer Contract, listing, service, or dispute (Section 5); and
(e) the Customer's breach of its representations or warranties.

13.3 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim (delay excuses the indemnifying party only to the extent prejudiced), (b) give the indemnifying party sole control of the defense and settlement (provided a settlement imposing non-monetary obligations on the indemnified party requires consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

14. Limitation of Liability

14.1 Exclusion of indirect damages. To the maximum extent permitted by Applicable Law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business, anticipated savings, or loss or corruption of data, arising out of or relating to this Agreement, even if advised of the possibility of such damages and regardless of the theory of liability.

14.2 Liability cap. To the maximum extent permitted by Applicable Law, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by the Customer to Robsy for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.

14.3 Marketplace and robotics. For the avoidance of doubt and to the maximum extent permitted by Applicable Law, Robsy has no liability for (a) the acts, omissions, or performance of any Provider or purchasing Customer, or any Provider-Customer Contract (Section 5), or (b) physical damage, injury, or death connected to the operation of any robot, machine, facility, or personnel (Section 11).

14.4 Carve-outs. The exclusions and cap in Sections 14.1 and 14.2 do not apply to: (a) the Customer's payment obligations (Fees); (b) the Customer's breach of Section 6 (Acceptable Use); (c) a party's indemnification obligations under Section 13; (d) a party's breach of its confidentiality obligations (Section 9); or (e) liability that cannot be limited under Applicable Law, including for a party's fraud, willful misconduct, or gross negligence.

14.5 Non-excludable rights preserved. Nothing in this Section limits or excludes any liability that cannot be limited or excluded under Applicable Law, including under the Australian Consumer Law (Section 12.4). Where liability for breach of a non-excludable consumer guarantee may be limited, it is limited as stated in Section 12.4.

14.6 Basis of the bargain. The parties agree that the limitations in this Section are a fundamental basis of the bargain and reflect an agreed allocation of risk, and apply even if a limited remedy fails of its essential purpose.

15. Term, Termination, Suspension, and Effect

15.1 Term. This Agreement begins when the Customer first accepts it or accesses the Services and continues until all Subscriptions have expired or been terminated. Each Subscription runs for the term stated in its Order and renews as set out in Section 7.3.

15.2 Termination for cause. Either party may terminate this Agreement or an affected Order if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice (or immediately, where the breach is incapable of cure). Either party may terminate if the other becomes insolvent, ceases business, or is subject to bankruptcy or comparable proceedings not dismissed within 60 days.

15.3 Suspension. Robsy may suspend the Customer's or an Authorized User's access, in whole or in part, if (a) Fees are overdue after notice (Section 7.5), (b) the Customer materially breaches Section 6 (Acceptable Use), or (c) continued use poses a security, legal, or safety risk to the Services, other tenants, or any person. Robsy will limit the scope and duration of a suspension to what is reasonably necessary and will restore access promptly once the cause is resolved. Suspension does not relieve the Customer of its payment obligations.

15.4 Effect of termination — data export then deletion. Upon termination or expiration:

(a) the Customer's right to access and use the Services ends;
(b) the Customer must pay any unpaid Fees accrued through the effective date of termination; and
(c) for a period of thirty (30) days after termination (the "Export Window"), the Customer may export Customer Data using the Services' export tools. After the Export Window, Robsy will delete or de-identify Customer Data in the ordinary course, subject to backup-retention cycles and any retention required by Applicable Law. Deletion, retention, and personal-data handling on termination are further described in the DPA and the Privacy Policy, which control for personal data.

15.5 Survival. Sections and terms that by their nature should survive — including Definitions, and Sections 5.7, 6, 7 (accrued amounts), 8, 9, 11, 12.3–12.4, 13, 14, 15.4–15.5, 16, 17, and 19 — survive termination or expiration.

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia, without regard to its conflict-of-laws rules. Subject to Section 17, the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia and the courts competent to hear appeals from them. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This Section does not deprive a party of the benefit of any mandatory consumer-protection law of the Customer's home jurisdiction where Applicable Law so requires.

17. Dispute Resolution

17.1 Good-faith resolution first. Before commencing proceedings (other than for urgent injunctive or equitable relief, or to recover overdue Fees), the parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by escalating it to senior representatives of each party, who will confer within thirty (30) days of a written notice describing the dispute.

17.2 Courts. If the dispute is not resolved within thirty (30) days after that notice, either party may bring the dispute before the courts identified in Section 16.

17.3 Equitable relief. Nothing in this Section prevents a party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

17.4 Tenant disputes excluded. This Section governs disputes between the Customer and Robsy only. Disputes between tenants arising from Marketplace activity are addressed in Section 5.7.

18. Changes to These Terms

Robsy may update this Agreement from time to time. For material changes, Robsy will provide reasonable prior notice (for example, by email to the Customer's account contact or by an in-product notice) before the changes take effect, and — for changes to a paid Subscription's terms — the changes will generally take effect at the start of the next renewal term. Non-material changes (such as clarifications) may take effect upon posting. The Customer's continued use of the Services after the effective date of a change constitutes acceptance. If the Customer does not agree to a material change, its remedy is to stop using the Services and not renew. The "Last updated" date at the top reflects the latest revision.

19. General

19.1 Assignment. The Customer may not assign or transfer this Agreement or any rights or obligations under it without Robsy's prior written consent, except that either party may assign it in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all its assets, on notice to the other party. Robsy may use sub-processors and subcontractors as described in the DPA. Any prohibited assignment is void.

19.2 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures of Third-Party Services or infrastructure providers.

19.3 Notices. Legal notices to Robsy must be sent by email to legal@robsy.ai. Notices to the Customer may be sent to the account's administrative contact or billing email, or via in-product notice. Notices are deemed given when received (or, for email, when sent absent a bounce).

19.4 Entire agreement. This Agreement, together with each Order, the Privacy Policy, the DPA and, for use of the Marketplace, the Marketplace Terms and Provider Agreement (robsy.ai/legal/marketplace), is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, and understandings on that subject. Any Customer purchase-order or vendor-portal terms are of no effect and are expressly rejected.

19.5 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

19.6 Waiver. No failure or delay in exercising a right waives it, and no waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other.

19.7 Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party may bind the other. In the Marketplace, Robsy is a neutral intermediary and is not the agent, broker, or partner of any tenant (Section 5).

19.8 No third-party beneficiaries. This Agreement is for the benefit of the parties only and does not confer rights on any third party, except that Robsy's indemnified parties may enforce Section 13.

19.9 Export and sanctions compliance. Each party will comply with applicable export-control and sanctions laws. The Customer represents that it is not located in, and will not use the Services in, a jurisdiction or by a person subject to applicable sanctions or export prohibitions.

19.10 Order of precedence. In the event of conflict: (a) the DPA controls over these Terms for the processing of personal data; (b) an Order controls over these Terms for the specific transaction it covers; (c) the Marketplace Terms and Provider Agreement control over these Terms for Marketplace bookings and listings; and (d) otherwise these Terms control.

19.11 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a document include its updates made in accordance with this Agreement.

Contact

Questions about this Agreement may be directed to PairOx Pty Ltd (ACN 154 477 728, ABN 82 154 477 728) at legal@robsy.ai. For help using the Services, contact support@robsy.ai.

See also the Robsy Privacy Policy, the Robsy Data Processing Addendum (DPA) and, for use of the Marketplace, the Robsy Marketplace Terms and Provider Agreement, which are incorporated by reference.

20. EU Digital Services Act

20.1 Points of contact. Robsy's single point of contact for the authorities of the EU Member States, the European Commission and the European Board for Digital Services (DSA Art. 11), and for recipients of the Services (DSA Art. 12), is support@robsy.ai. People at Robsy read and answer it. Communications to it may be in English.

20.2 Notifying illegal content (DSA Art. 16). Anyone may tell Robsy about information stored in the Services that they consider to be illegal content, by email to support@robsy.ai. A notice should contain: (a) an explanation of why the sender considers the information to be illegal content; (b) a clear indication of where the information is, such as the exact web address, and any further detail needed to find it; (c) the name and email address of the person or entity sending the notice, except where the information concerns one of the offences in Articles 3 to 7 of Directive 2011/93/EU; and (d) a statement that the sender believes in good faith that the information and allegations in the notice are accurate and complete. Robsy confirms receipt of each notice without undue delay. It decides on each notice in a timely, diligent, non-arbitrary and objective manner, and tells the sender its decision without undue delay, with the ways to seek redress against it.

20.3 Statement of reasons (DSA Art. 17). If Robsy removes information a customer stores, disables access to it or restricts its visibility, suspends or ends the Services, or suspends or closes an account, because the information is illegal content or breaks this Agreement, Robsy gives each affected recipient whose email address it holds a clear and specific statement of reasons, at the latest when the restriction takes effect. The statement says: what the restriction is, how far it reaches and how long it lasts; the facts and circumstances Robsy relied on, including whether it acted on a notice; whether automated means were used; the legal ground, if Robsy found the information to be illegal content, or the term of this Agreement it breaks; and the redress available, which is to reply to Robsy at support@robsy.ai or to go to court.

20.4 Content restrictions (DSA Art. 14). The restrictions on information that customers and Authorized Users provide are set out in Section 6 (Acceptable Use), and Robsy enforces them under Sections 6.3 and 15.3. Content moderation is done by people at Robsy. Robsy uses no automated tools to moderate content and makes no moderation decision by algorithm. Robsy applies these restrictions diligently, objectively and proportionately, with due regard to the rights and legitimate interests of everyone involved, including the fundamental rights in the Charter of Fundamental Rights of the European Union.