RosettaHUB Authorized User Terms of Service
Last update date: 5 September 2022
These
RosettaHUB Authorized User Terms of Service (the "Authorized User
Terms") describe your rights and responsibilities when
using the RosettaHUB online services (the "Services").
You should read the entire Authorized User Terms carefully before accessing,
and/or using the Service. Even though you are signing onto an existing digital
space created by a Customer (defined below), these Authorized User Terms apply
to you as a user of the Services. In these Authorized User Terms the digital
space created by a Customer is referred to as a "Domain".
"We", "our" and "us" refers to RosettaHUB Limited, LONDON, UK (RH).
You agree that by signing up to use the RosettaHUB
Service and registering as a user or by using the RosettaHUB
Service (in each case, you are a User), you are entering into a legally
binding agreement with RosettaHUB Limited, LONDON, UK
(RH).
The Authorized User Terms that follow Are a Legally Binding Contract
The Authorized User Terms that follow are a legally a
binding contract between you and Us. As part of these Authorized User Terms,
you agree to comply with the most recent version of Our RosettaHUB
Acceptable Use Policy (the "Acceptable Use Policy"), which is
incorporated by reference into these Authorized User Terms. If you access or
use the Services, or continue accessing or using the Services after being
notified of a change to these Authorized User Terms or the Acceptable Use Policy,
you confirm that you have read, understand and agree to be bound by these
Authorized User Terms and the Acceptable Use Policy. RosettaHUB
may update these Terms of Use, to, among other things, reflect changes to the RosettaHUB Service. We will notify you of changes to these
Terms of Use by posting an updated version here.
The Customer
You are an ‘Authorised User’ of a RosettaHUB
Domain controlled by a ‘Customer’. An organisation or other third party that we
refer to in these User Terms as the ‘Customer’ has invited you to join a RosettaHUB Domain (i.e. a unique domain associated with a RosettaHUB root Organization where a group of users may
access the Services). If you are joining one of your employer’s domains, for
example, the Customer is your employer. If you are joining one of your
institution’s domains, the Customer is the institution you are a member of.
What This Means
The Customer has separately
entered into a written agreement with us or our affiliate(s) (in either case,
the ‘Contract’) that permitted the Customer to create and configure a RosettaHUB domain so that you and others could join (each
invitee granted access to the Services, including you, is an ‘Authorised
User’). The Contract contains our commitment to deliver the Services to the
Customer, who may then invite Authorised Users to join its domain(s). When an
Authorised User (including you) submits content or information to the Services
(‘Customer Data’), you acknowledge and agree that the Customer Data is owned by
the Customer and the Contract provides the Customer with many choices and
control over that Customer Data. For example, the Customer may provision or
deprovision access to the Services, manage permissions, retention and export
settings, share multi-cloud artifacts with you or consolidate your cloud
workspace and these choices and instructions may result in the access, use,
disclosure, modification or deletion of certain or all Customer Data. Please
take a look at our documentation pages (https://docs.rosettahub.com) for more
details on our different Service features and the options available to the
Customer.
The relationship between you, the Customer and us
You represent that
you are over the legal age and are the intended recipient of the Customer’s
invitation to the Services. You may not access or use the Services for any
purpose if either of the representations in the preceding sentence is not true.
Without limiting the foregoing, you must be of legal working age.
To help ensure a
safe and productive work environment, all Authorised Users must comply with
our acceptable
use policy and any applicable policies
established by the Customer.
These User Terms
remain effective until the Customer’s subscription for you expires or
terminates, or your access to the Services has been terminated by the Customer
or us. Please contact the Customer if you at any time or for any reason wish to
terminate your account, including due to a disagreement with any updates to
these User Terms or the acceptable
use policy.
Confidentiality
Each receiving party
will protect the disclosing party’s confidential information from unauthorised
use and disclosure using efforts equivalent to the efforts that the receiving
party ordinarily uses with respect to its own confidential information and in
no event less than a reasonable standard of care.
Each party’s duty of
confidentiality under this clause shall continue indefinitely except solely
with respect to any portion of the other party’s received confidential
information:
(i) that becomes publicly known through no
fault of the receiving party;
(ii) that is, when it is supplied, already known to whoever it is
disclosed to in circumstances in which they are not prevented from disclosing
it to others;
(iii) that is independently obtained by whoever it is disclosed to
in circumstances in which they are not prevented from disclosing it to others;
or
(iv)
the receiving party can demonstrate
through documentary evidence was independently developed by the receiving party
without use of or reference to the confidential information.
A party may to the
extent necessary disclose such confidential information as required by
applicable law, regulation, court order or action by applicable regulatory
authority, subject to the party required to make such disclosure giving
reasonable notice to the other party to enable it to contest such order or
requirement or limit the scope of such request.
Data Protection
The
User agrees not to process personal data on the Platform in breach of any legal
requirement.
Privacy Policy
Please review our Privacy
Policy for more information on how we collect and use data relating to the
use and performance of our services.
The User agrees that RH owns and shall retain all
intellectual property rights in relation to all elements of the Platform and
all material on it unless RH agrees otherwise in writing. The User agrees not
to delete or alter the copyright, trademark, or other proprietary rights
notices or markings of RH when using the Service. The User agrees that the
Service is provided on a non-exclusive basis and acknowledges that portions of
the Service, including but not limited to the RH trade mark, the source code
and the specific design and structure of individual modules and programs,
constitute intellectual property belonging to RH.
The User shall
not:
Copy, modify, disassemble, decompile or reverse
engineer any elements of the Services,
in whole or in part, or permit or authorise a third party to do so, except to
the extent such activities are expressly permitted by RH in writing or by law
notwithstanding this prohibition;
Sell, resell, license, sublicense, distribute, rent,
lease, or otherwise provide access to the Services to any third party except to
the extent explicitly authorised in writing by RH;
Use the Service to develop or offer a service made
available to any third party;
Transfer or assign to a third party any of the User’s
rights under the Agreement or in anything the User creates pursuant to the
Agreement;
Interfere with or disrupt (or attempt to interfere
with or disrupt) the Service, or gain (or attempt to gain) access to any
systems or network that connects thereto;
Use the Service to violate the security or integrity
of, or otherwise abuse, any application, computing device, system or network
(each a “System”) of any a third party, including but not limited to gaining
unauthorised access to any System (including attempting to probe, scan,
monitor, or test the vulnerability of a System), forging any headers or other
parts of any message describing its origin or routing, interfering with the
proper functioning of any System (including any deliberate attempt by any means
to overload a System), implementing denial-of-service attacks (inundating a
target with communications requests so it cannot respond effectively or at all
to legitimate traffic), operating non-permissioned network services (including
open proxies, mail relays or recursive domain name servers), using any means to
bypass System usage limitations, and storing, transmitting or installing
malicious code;
Use
the Service to distribute or facilitate the sending of unsolicited or unlawful
(i)
email
or other messages, or
(ii)
promotions
of any kind;
Use
the Service to engage in or promote any other fraudulent, deceptive or illegal
activities; or
Use the Service to process, store or transmit
material, including any Customer Data, in violation of any law or any third
party rights, including without limitation privacy rights;
Equitable Relief
Each party acknowledges that the other
party may be irreparably harmed by breaches of the Agreement relating to
confidentiality and that monetary damages alone may not fully compensate the
non-breaching party for such harm. Accordingly, each party hereto hereby agrees
that the non-breaching party will be entitled to seek injunctive relief to
prevent or stop such breach, and to obtain specific enforcement thereof. Any
such equitable remedies obtained will be in addition to any other remedies that
may be available.
Exclusion of liability
If we believe that there is a violation of the
Contract, User Terms, the Acceptable Use Policy or any of our other policies
that can simply be remedied by the Customer’s removal of certain Customer Data
or taking other action, we will, in most cases, ask the Customer to take action
rather than intervene. We may directly step in and take what we determine to be
appropriate action (including disabling your account) if the Customer does not
take appropriate action or we believe there is a credible risk of harm to us,
the Services, Authorised Users or any third parties.
The liability of RH to the User for any
breach of this Agreement shall be limited to UK
STERLING POUNDS (£50) and RH shall have no
liability to the User for any:
i loss of profits or revenue
ii loss from damage to business
or goodwill
iii loss of data
iv other indirect, incidental,
special, punitive, or consequential loss or damages
suffered by the User as a result of the
User’s use of the Service.
The User shall compensate RH in full for
any loss or damage RH may suffer as a result of the User’s use of the Service
and shall indemnify RH and hold it harmless against any claims made by third
parties against RH as a result of the User’s use of the Service.
RosettaHUB is intended for use by businesses and organisations
and not for consumer purposes. To the maximum extent permitted by law, you
hereby acknowledge and agree that consumer laws do not apply.
Survival
All provisions of the Agreement that by
their nature should survive termination will so survive.
Governing Law and
Jurisdiction
The Agreement is subject to the law of
England and Wales and the courts of England and Wales have jurisdiction over
any disputes arising in connection with the Agreement.
Entire Agreement
The Agreement is the complete and
exclusive understanding and agreement between the parties regarding its subject
matter.
Assignment
No assignment, novation or transfer of
rights and obligations under the Agreement is permitted except with the prior
written approval of the other party, which will not be unreasonably withheld;
provided, however, that RH may freely make an assignment to a successor in
interest upon a change of control.
Force Majeure
RH will not be liable or responsible to
the User nor be deemed to have defaulted under or breached the Agreement for
any failure or delay in providing the Service to the extent that such failure
or delay is caused by or results from acts beyond RH’s reasonable control,
including without limitation the following force majeure events: (a) acts of
God, (b) acts of government, including any changes in law or regulations, (c)
acts or omissions of third parties, (d) flood, fire, earthquakes, civil unrest,
wars, acts of terror, pandemics, or strikes or other actions taken by labour
organizations, (e) computer, telecommunications, the Internet, Internet service
provider or hosting facility failures or delays involving hardware, software or
power systems not within the RH’s reasonable control, (f) network intrusions or
denial of service attacks, or (g) any other cause, whether similar or
dissimilar to any of the foregoing, that is beyond RH’s reasonable control.