Terms of Service
Last updated: 24.10.2023
These Terms of Service ("Terms" or “TOU”) govern the relationship between the parties, GoRules Technologies DOO with registered seat at Trg Narodnog Ustanka 2, Čačak, the Republic of Serbia, CIN: 21925713 TIN: 113787086 (“GoRules”, "we," "us," or "our") and the User ("you" or "your").
In this agreement and in each related document, these words, phrases and expressions have these meanings:
- “Product” or “Software” means the GoRules software platform, related products and services that we provide, individually and collectively, upgrades, enhancements, modifications, extensions, new features, and possible replacements provided by GoRules, now existing or later developed, and other programs and tools, developed in conjunction therewith, including:
- Cloud-based service, whereby GoRules is making available the Software, the User Account and the Content (including the related mobile apps, desktop apps and extensions as well as other computer programs GoRules makes available in conjunction therewith) on-demand (Cloud Lite).
- Software installed on a licensed User's device and hosted by that User (Self-Hosted), as further explained here. The Self-hosted Product is accessed by registering on the Portal and by obtaining the software license keys for it. Also, it is important to note that this definition does not encompass any open-source software developed by GoRules.
- “Business Day” means any working day, Monday to Friday inclusive, excluding statutory holidays applicable to the territory of the GoRules registered seat.
- "Content" means all Product’s features and technical resources available to Users, including but not limited to information, data, text, photographs, videos, audio clips, software, scripts, graphics and interactive features generated, provided, or otherwise made accessible on or through Product.
- “Defect” means any deviation from the defined functionality as defined for the GoRules product.
- "Environment" means a collection of hardware and software components that enable the use of the Service.
- "Enterprise" means a User which is a legal entity.
- "Free Plan" means features that are included in the free version of Cloud Lite or Self-Hosted Product.
- "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or another intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world.
- "Paid Plan" means any subscription plan that we charge as explained here.
- "Portal" means part of our website where, after registering on it, you can obtain a license and software license keys to access the Self-hosted Product, available here.
- "Service" means making the Product available by GoRules in any version (both Cloud and Self-hosted), in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.
- "Subscription Term" means the period for which the Paid Plan is made available to a User, provided User adheres to the obligations arising from the Agreement. The subscription is on a monthly basis.
- "User", "You", “you” and “your'' refers to any person or entity, other than GoRules, that uses, accesses, downloads, saves, installs, possesses, controls, or receives the Service or the Software or any part thereof. The term User encompasses different categories of users which: 1) may be divided based on the access level 2) may be divided based on the type of Service they use 3) are using Software as natural persons or as legal entities. Users should interpret the term as referring to them unless the context suggests otherwise.
- "User Account" means an account provided by Software, whose purpose is to allow User to access and use Content or certain parts of it and create User Content.
- "User Content" means any content provided by User in Environment or anywhere else on Software, including any entered, recorded, stored, used, controlled, modified, disclosed, transmitted or erased information and data.
- "User's device" means the designated system (server) capable of running the Software.
- "Website" means the websites located at https://gorules.io/ as well as the related mobile apps and desktop apps and all browser extensions collectively or each of them individually.
1. Who can use Products?
The Service is solely intended for those who have full legal capacity.
If you are a natural person, you need to be at the age of majority (legal age) to be able to use the Service. Legal age depends on the national legislation applicable to the User (probably you need to be 18 years old). By using the Service, you represent that you are of legal age. If you are not at the required age, please stop using the Service or Products immediately. An Admin must ensure that any User, who is a natural person, whom he causes to become a User (for example, by inviting the person to access the Service) has full active legal capacity.
The Service is primarily aimed at businesses and companies. However, if you are using the Service as a natural person for a purpose unrelated to trade, business, or profession and wish to rely on consumer protection legislation, you need to notify GoRules before you start using the Service and before subscribing to any Paid Plan. In the event a User fails to send such notification to GoRules, the User will not be able to rely on any applicable consumer law and will not be able to invoke any consumer rights (including the right to withdraw from the Agreement).
If you are an individual User, or are accessing the Service or Software, or are otherwise browsing the Website, this Agreement is between you, individually, and GoRules.
GoRules reserves the right to manage its User profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide Service to certain groups parties, industries, or companies in certain countries, in its sole discretion.
2. Acceptance of Terms
User shall be bound by this Agreement in any of the following situations, whichever occurs first:
- Upon creating a User Account (including when being invited by the Admin). Creating a User Account entails an obligation to verify the User’s email.
- If User agrees to or is deemed to have agreed to the Agreement. Any use, access, or attempt to use or attempt to access the Software or the Service shall be considered deemed to agree.
- If User installs or attempts to install a Self-hosted version.
- If User makes the payment for the Paid Plan.
By using this Product you acknowledge that you have read, understood, and accepted these Terms of Service in their entirety. These Terms of Service constitute a legally binding agreement between you and us. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms of Service.
You acknowledge that GoRules may modify the features and functionality of the Service during the Term of the Agreement. GoRules shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
If You are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, You agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.
3. Changes to the Agreement
We reserve the right to modify or update these Terms of Service or any part of the Agreement at any time, and at our sole discretion. We will provide notice of material changes to the Terms of Service by means of communication through the Product, or through other appropriate channels, including via email. Your continued use of the Product after such notification, constitutes your acceptance of the revised Terms of Service.
If you are subscribed to any of the Paid Plans, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the month for which Customer has already made payment to GoRules), unless the Parties agree otherwise (including the agreement which entails an implicit consent by the Cistomer’s continued use).
If you use Self-hosted Products, GoRules will send you the notification on the amendments of TOU. If you do not agree to the new TOU, you must notify GoRules within 10 days from receipt of such notification or delete your User Account. If you fail to send such notification to GoRules or delete your User Account, your continued use will be deemed as acceptance to the new TOU. If you do not wish to comply with the new TOU and you send a notification with the refusal to comply within 10 days, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the month for which Customer has already made payment to GoRules), unless the Parties agree otherwise.
4. Use of the Product
1. Authorization to use:
- If you are a natural person using Cloud Product, subject to your compliance with the terms and conditions of the Agreement and your payment of all applicable fees (if any), we grant you a personal, limited, non-exclusive, non-transferable, revocable authorization to access and use the Service for your personal purposes in accordance with the Agreement and any other instructions on the Website.
- If you are an Enterprise using Cloud Product, in consideration of your acceptance to this Agreement and your payment of all applicable fees (if any), we grant you a limited, non-exclusive, non-transferable (or restrictedly-transferable), revocable authorization to access and make use of the Service solely for your internal business purposes, in accordance with the Agreement and any other instructions on the Website.
Nothing in this Agreement obligates GoRules to deliver or make available any copies of computer programs or code to the User of Cloud Product, whether in object code or source code form. The granted authorization allows you to access and use the Product in accordance with the documentation, user guides, and instructions provided by us. You agree to use the Product only for their intended purposes and in compliance with all applicable laws and regulations.
If you are a User of the Self-hosted Product, please see Section 15 of TOU.
- Except as expressly permitted by this Agreement or with prior written consent from us, you shall not, and shall not allow any third party to:
- Copy, publish, modify, create derivative works or transfer in any way the Product, Website, Service or any portions of the foregoing;
- Reverse engineer, decompile, or disassemble the Product, or attempt to derive the source code;
- attempt to access or derive the source code or architecture of the Software or work around any technical restrictions or limitations in the Software;
- Remove, alter, or obscure any proprietary notices or labels on the Product;
- Use the Product to develop a competing product or service;
- Use the Product in any way that violates applicable laws, regulations, or third-party rights;
- Transmit, store, or distribute any content that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable;
- Interfere with or disrupt the integrity or performance of the Product or their associated infrastructure;
- Use any automated system, including bots or spiders, to access or interact with the Product, unless explicitly permitted by us;
- Share, rent, lease, lend, sell, or sublicense the Product to any third party without our prior written consent.
5. Intellectual Property Rights
- Ownership: Our Product, and its entire Content (including but not limited to the original source code, Website copy, images, graphic elements, design, databases, logo or other signs, domain, trade name and business name, trademarks or service marks, any customized work and other related materials) including all associated intellectual property rights, are owned and retained by us or our licensors.. Users have only the rights specified under Section 4 and Section 15 of this Agreement. Users may not acquire any other Intellectual Property Rights under this Agreement. Software is made available on a limited-access basis, and no ownership right may be conveyed to any User, irrespective of the use of terms such as "purchase" or "sale" in TOU or anywhere on the Website.
Any unauthorized use of the Content and/or any part of it, without the permission of the owner of Intellectual Property Rights, shall be deemed an infringement of Intellectual Property Rights. GoRules will take all legal remedies to protect its Intellectual Property Rights immediately upon the knowledge of such unauthorized use.
GoRules also reserves all Intellectual Property Rights not expressly granted in this Agreement.
- Restrictions: You shall not, directly or indirectly, reproduce, modify, distribute, sell, rent, lease, sublicense, or create derivative works based on our Product in whole or in part, or circumvent any subscription or payment requirements through database manipulation or other means, unless expressly permitted in writing by us. Except for the rights granted under Section 15 of TOU, any copying of Content or downloading Content in part or whole is permitted only by written consent from GoRules.
- No Resale: You agree not to resell or licence our Product without our prior written consent.
- Protection of IP: You shall take reasonable measures to protect our intellectual property rights, including but not limited to any trademarks, copyrights, or trade secrets associated with our Product. You shall not remove, alter, or obscure any proprietary notices or labels present in the Product.
- Feedback: If you provide us with any feedback, suggestions, or ideas regarding the Product, you hereby grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such feedback into the Product without any obligation to compensate you.
- User's IP Rights: You acknowledge and agree that any User Content, i.e data you input or generate using the Product belongs exclusively to you. We do not claim any ownership over the data you create or provide through our Software. Furthermore, any intellectual property rights associated with the content or materials you create using the Product are retained by you. We do not assert any ownership or control over your creations.
6. Ordering a product, Subscriptions, and Usage Limitations
- Ordering process:
- Product Selection and Payment: To order the Product from us, you must select the desired option from the options available on our Website. Upon selecting the option, you will proceed with the payment process, providing the necessary payment information and completing the transaction through the designated payment gateway.
- Information Submission and Accuracy: During the ordering process, you may be required to provide certain information relevant to your order, including but not limited to your name, email address, phone number, credit card number, credit card expiration date, billing address, and shipping information. You represent and warrant that you have the legal right to use the chosen payment method(s) provided in connection with your order and that you have the authority to bind your organisation to a subscription contract. You further represent and warrant that the information you supply to us is true, correct, and complete. User must keep all the billing data complete and accurate (such as a change in billing address, credit card number, or credit card expiration date) and must promptly notify GoRules if payment method has changed (for example, for loss or theft) or if User becomes aware of a potential breach of security, such as the unauthorized disclosure or use of name or password. If User fails to provide any of the foregoing information, User agrees that GoRules may continue charging for any use of the Service unless User has terminated Agreement as set forth herein.
- Consent to Information Sharing: By submitting the aforementioned information, you grant GoRules the right to provide this information to payment processing third parties for the sole purpose of facilitating the completion of your order, including payment processing and verification.
- Formation of Agreement: By successfully completing the payment process, you are placing an order for the selected Product and establishing a binding agreement between you and GoRules. This agreement incorporates these Terms of Service and any additional terms and conditions specified during the ordering process.
- Electronic Delivery: The Product offered by GoRules is delivered electronically unless otherwise specified. Delivery methods may include email, file transfer, or other means of electronic transmission. In the case of self-hosted subscriptions or certain software or products requiring software installation, a software licence key, where required, will be provided electronically to enable usage and compliance with the terms of this agreement.
- Subscription and Auto-Renewal:
- Monthly Subscription: We support monthly subscription plans for the Product. By subscribing to the Paid Plan you agree to pay the recurring monthly subscription fee as specified during the ordering process or in the corresponding agreement.
- Auto-Renewal: Unless you cancel your subscription in accordance with the cancellation terms outlined in this agreement, your subscription will automatically renew on a monthly basis. The renewal will be processed using the payment information provided during the initial subscription.
- Upgrading subscription: As a User you may upgrade your plan at any time. By upgrading your plan we mean either switching to a Paid Plan, and/or switching to any plan that offers more extra features.
Plans may be upgraded as follows:
- Upgrading from the Free Plan to any Paid Plan
You are instantly being charged for the next billing period and, after payment, you obtain immediate access to all extra features for the Paid Plan you choose.
- Upgrading to a higher Paid Plan
You are instantly being charged for the next subscription term on a pro rata basis and you obtain immediate access to all extra features for the higher plan. Your next billing date is after the expiry of the subscription term starting from the next day from the day payment has been made.
- Downgrading subscription: As a User, you may downgrade your Paid Plan at any time. By downgrading your Paid Plan we mean either switching to a Free Plan or a plan that offers less or no extra features.
Plans may be downgraded as follows:
- Downgrading from any Paid Plan to Free Plan
After your then-current subscription term expires, your access to the extra features will be denied and you can continue to use the Free Plan.
- Downgrading to a lower Paid Plan
After your then-current subscription term expires, your access to the extra features offered in the current Paid Plan will be denied, you will be charged for the lower Paid Plan, based on the subscription term you chose and you can continue to use the lower Paid Plan.
- Usage Limitation:
- Product Usage Limits: Certain parts of the Product offered by GoRules may have usage limitations imposed. These limitations may include restrictions on the number of users, API calls, storage capacity, or other usage metrics. We reserve the right to enforce these limitations and take appropriate actions, including the suspension or termination of your access to the Product in case of non-compliance.
- Support and Maintenance:
- Support Provision:
- Paid Product: For the paid Product offered by GoRules, we provide support and maintenance. The availability and extent of support may vary depending on the Product and subscription plan. Please find more information here.
- Free Product: Free Product offered by GoRules does not include guaranteed support and maintenance. Support for the free Product is provided at GoRules' discretion and without any service level agreements.
- Maintenance and Updates:
- Updates: We may release updates, upgrades, or new versions of our Product from time to time. These updates may include bug fixes, security patches, feature enhancements, or performance improvements. It is recommended that you keep your version up to date by applying these updates to ensure optimal performance and security. Such updates are subject to this Agreement, unless other terms accompany the updates, in which case, those other terms apply. Providing updates is at GoRules' sole discretion.
- Maintenance Downtime: Occasionally, we may need to perform scheduled maintenance for Paid Products, during which the Product may be temporarily unavailable. We will make commercially reasonable efforts to notify you in advance of any scheduled maintenance that may affect your access to the Product. The User is not entitled to engage a third party to provide maintenance services on Software.
- Additional Terms: Additional terms and conditions pertaining to support and maintenance, such as response times, service level agreements, and eligible support channels, may be communicated separately or specified in the corresponding agreement.
7. Payment Terms
- Invoicing and Payment:
- Invoicing and Payment Obligation: For the Product to be delivered to you, unless otherwise stated in a separate agreement, you are obligated to make payment to GoRules prior to the date of delivery. The delivery date refers to the date on which the Product becomes available or accessible to you.
- Non-Cancelable and Non-Refundable Payments: All payments accrued under these Terms of Service are non-cancellable and non-refundable, unless otherwise expressly stated in this agreement or by GoRules in writing. If the Agreement or a Paid Plan is terminated or varied during a certain billing period, the User shall not be entitled to any refund concerning that billing period. In addition, payments made for the future billing periods will not be refunded unless the Parties explicitly agree otherwise. You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account.
- Price: Any price may change at any time and will become binding on the User upon the following conditions:
(1) GoRules has sent a 7-days-period-notice;
(2) The User did not unsubscribe from the Paid Plan within such a period or by the end of the then-current term, whichever date is later.
Such notice may be sent to a User by email to your most recently provided email address or posted on the Website or by any other manner chosen by GoRules in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Website on the day following the date it was posted.
- Tax Liability: It is your responsibility to bear any applicable public duties associated with the purchase of the Service.
- Tax Calculation and Payment: You will remit payment to us for the Product without any deductions for taxes or other deductibles, including but not limited to bank fees, currency conversion charges, wire transfer fees, or remittance fees that may be applicable in your country of residence or operations. If GoRules is required to collect or remit Taxes imposed on you, such Taxes will be invoiced to you, such as VAT where applicable unless you provide GoRules with a valid and timely tax exemption certificate or other required documentation authorised by the appropriate taxing authority. Please note that in certain jurisdictions, sales tax is due on the total purchase price at the time of sale, and it must be invoiced and collected at the time of the sale.
- Withholding Delivery for Non-Payment:
- Non-Payment Consequences: Failure to make payment or pay on time for any outstanding invoices may result in the withholding of delivery or access to the Product until your account balance is paid in full.
- Account Balance Settlement: You shall settle your account balance by making the payment in the amount specified by the invoice issued by GoRules. It is your responsibility to ensure that payment is made by the specified due date to avoid any disruptions in the delivery or access to the Product.
- Suspension or Termination: In the event of non-payment or delayed payment, GoRules reserves the right to suspend or terminate your access to the Product, and may exercise any other rights or remedies available under applicable law. If your default payment instrument is declined for any reason, we may deny access to the Paid Plan immediately.
8. Data Security, User Content, User Data, Personal data protection
- Cloud-based Product:
- We are committed to implementing and maintaining reasonable security measures to protect the customer data stored in the cloud-based Product.
- We use industry-standard security practices to safeguard customer data from unauthorised access, loss, or disclosure. We make our best efforts to ensure the highest level of data security. While no security measures can provide an absolute guarantee, we continuously update and enhance our security measures to mitigate risks and safeguard your data to the best of our ability.
- The User recognizes and agrees that providing and using cloud-based services involves risks of unauthorized disclosure or exposure and by accessing and using the Software, the User assumes such risks. GoRules offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the unlawful actions of third parties.
- Self-Hosted Product:
- If you choose to use the self-hosted version of the Product, you acknowledge and agree that you are solely responsible for the security of your own data (User Data) and systems.
- We are not liable or responsible for any unauthorised access, loss, or disclosure of data, including the User Data that occurs as a result of your hosting and security practices.
- We also collect personal data during registration on the Portal, which is necessary to obtain access software license keys to the Self-hosted product. When collecting, processing, and storing this personal data, we will apply an equal level of data security as described in paragraph 1 of this section, points a) to c), which pertains to the Cloud-based Product.
- Backup and Redundancy: It is recommended that you regularly back up your data to ensure its availability and integrity.
- Compliance with Regulations: it is your responsibility to understand and comply with any additional regulations or requirements specific to your industry or jurisdiction.
External Incident: In the event of an accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Incident”), that impacts the personal data you maintain through Cloud Product, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Incident, GoRules will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the Security Incident, its nature and scope, the remedial actions GoRules will undertake, and the timeline within which GoRules expects to remedy the Security Incident. You will be responsible for fulfilling your obligations under applicable law.
Internal Incident: In the event of a Security Incident which is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or User Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify GoRules immediately of the Security Incident and steps you will take to remedy such incident. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
Users are also solely responsible for all text, documents, User Data (as defined below), or other User Content or information uploaded, processed, entered, or otherwise transmitted in connection with your use of the Service and/or Software. By accepting this Agreement, each User warrants, represents, and covenants that the User owns or has a valid and enforceable license to use all User Content. User Content will not infringe, misappropriate or violate the rights of any person or entity, or any applicable law, rule, or regulation of any government authority of competent jurisdiction. Without limiting the foregoing, any feature(s) of the Service and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and GoRules does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing, and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Service and/or Software.
GoRules reserves the right to refuse, limit or cancel the Service, terminate User Accounts, or remove or edit User Content at its sole discretion. Therefore, when investigating alleged violations of this Agreement, GoRules reserves the right to review your User Content to resolve the issue (such as to prevent harmful or illegal activity). GoRules may also access the User Content when providing technical support or when performing other legal obligations under this Agreement.
Nevertheless, GoRules has no obligation to monitor User Content (and will make no attempt to do so) and has no obligation to remove any User Content.
GoRules cannot be held responsible for any loss, damage, expense, or other harmful consequences to any User resulting from User Content.
GoRules will have no responsibility or liability for the accuracy of data uploaded to the Software by User, including without limitation User Data (as defined below) and any other data uploaded by Users.
USE OF THE USER DATA
Unless it receives User’s prior written consent, GoRules:
(b) shall not intentionally grant any third-party access to User Data, including without limitation GoRules’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement.
Notwithstanding the foregoing, GoRules may disclose User Data as required by applicable law or by proper legal or governmental authority. GoRules shall give the User prompt notice of any such legal or governmental demand and reasonably cooperate with the User in any effort to seek a protective order or otherwise to contest such required disclosure, at the User’s expense. As between the Parties, the User retains ownership of User Data.
COMPLIANCE WITH DATA PROTECTION LAWS
The User or Enterprise shall indemnify, defend and hold harmless GoRules in full and on-demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest, and penalties incurred by GoRules arising out of or in connection with the User’s or Enterprise’s breach of the obligations stipulated in this paragraph or applicable data protection laws.
CONSEQUENCES OF THE ILLEGAL USER CONTENT
9. Links to Third-party Websites or Resources
The Product may include links to websites or resources operated by third parties. These links are provided solely for your convenience, and we do not have control over the content, products, or services offered on or through those websites or resources. We are not responsible for any information, materials, or links displayed on such third-party sites. By using any third-party websites or resources, you acknowledge and accept that you are solely responsible for evaluating the associated risks and assume full responsibility for any consequences arising from your use of them.
Placing links to third-party websites on the Website does not in any way imply that GoRules recommends or approves services or products offered through such websites.
Your use of Products is at your sole risk. The Service is provided on an "as is" and "as available" basis.
Any warranty of GoRules regarding the Website, Service or Software (or part thereof) not expressly stated herein shall be deemed withheld. GoRules disclaims, to the fullest extent permitted under the applicable law, all statutory warranties and course of performance, course of dealing, and usage related to licensees' and users' expectations.
User is solely responsible for any damage User may suffer resulting from the use of the Service. No oral or written information or advice given by GoRules or its authorized representatives shall create a warranty or in any way increase the scope of GoRules' obligations.
Without prejudice to the generality of the previous provisions, GoRules does not warrant that:
- the Service will meet User's specific requirements nor that the Service will be "fit for purpose" unless GoRules and a User agree on customization of Product by GoRules in a separate Agreement,
- the Service will be uninterrupted, timely, secure, error-free, or of satisfactory quality,
- the results that may be obtained from the use of the Service will be accurate or reliable,
- any errors in the Service will be corrected.
GoRules and/or its suppliers make no representations about the suitability, reliability, availability, continuity, timeliness, and accuracy of the Service and Software.
In connection to Cloud Product, GoRules reserves the right (but has no obligation) to do any of the following, at any time:
- to modify, suspend or terminate operation of or access to Software, or any part of the Service or any feature for any reason,
- to modify, change, upgrade Software or any part of it,
- to interrupt the operation of Software or any part of it, as necessary to perform routine or non-routine maintenance, error correction, or other changes, without notice to Users.
- Limited warranty for Self-Hosted Paid Products:
- Our Warranty to You: We provide a warranty exclusively to you as a User of Self-hosted Product on Paid Subscription that, for a period of sixty (60) days following the initial delivery of the Product to you (referred to as the "Warranty Period"), the Product will, under normal installation and usage, perform materially as described in the Agreement, its documentation and on the Website (the "Specifications"). Subject to the next sentence, GoRules represents and warrants that it is the owner of the Software and each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the Intellectual Property Rights to the Software set forth in this Agreement without the further consent of any third party. GoRules will never access your data (User Data) on Self-hosted Products (this does not apply to the data necessary for registration on the Portal), unless required for support reasons, in accordance with the Agreement or with your explicit permission.
- Warranty disclaimer: Except for the express warranties in Section 10.1.a. above, GORULES MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
GoRules does not warrant that the Self-hosted Product will perform without error or that it will run without immaterial interruption.
- Please note that this warranty will not apply if: (i) you fail to notify us of any warranty claims during the Warranty Period, (ii) you are on free trial, non paid version of the Product, or (iii) in the case of a Paid plan for Self-hosted Product, (A) you modify or provide maintenance of the Product or any part of it made by anyone other than GoRules, unless GoRules approves such actions in writing, or (B) you do not implement all available updates to the Product that are provided to you free of charge during the Warranty Period or (C) you use the Product in combination with any operating system not authorized in documentation or with hardware or software specifically forbidden by documentation.
- How We’ll Address a Warranty Breach: In the event that we breach the warranty stated in this section, your sole and exclusive remedy, and our sole obligation, is to address such breach as described herein. At our discretion and at our expense, we will either: (i) repair or replace the defective Product to restore its substantial compliance with the Specifications, or (ii) terminate these Terms and refund to you the fees paid by you to us for the defective Product.
- High-risk activities:
- You acknowledge and agree that the Product is not designed, licensed or intended for use in high-risk activities or hazardous environments (for example, aircraft navigation/communication systems, air traffic control, medical device and life support machines, or weapon systems) where failure of the Software could lead to personal injury, death, or environmental damage. Accordingly, this Agreement excludes any High-Risk Activities and User agrees not to use the Software in connection with High-Risk Activities.
- We shall not be liable for any damages, losses, or liabilities arising from your use of the Product in such high-risk activities.
- Wrongful use:
- We shall not be held responsible for any damages, losses, or liabilities arising from the wrongful use of the Product.
- You agree to use the Product in compliance with applicable laws, regulations, and terms of this agreement.
- You shall be solely responsible for any consequences that may arise from your unauthorised, inappropriate, or illegal use of the Product.
- You must provide complete information for registration purposes.
- You must provide accurate and up-to-date information. The User has to use accurate contact information. Using false identity is strongly prohibited.
- You will prevent any other person from using your account. Use of the account by more people is prohibited.
- You must maintain the security of the account and password, and share it solely with the authorized persons. User is responsible and liable for any use of the Website, Service, or Software through User’s account, whether authorized or unauthorized. GoRules cannot be held liable for any loss, damages, or expenses incurred due to User’s failure to comply with this obligation. User will be liable for all losses, damages, liability, and expenses incurred by GoRules or a third-party as a consequence of authorized use of the account. If you become aware of any unauthorized use of your account, you need to immediately notify us by sending an email to [email protected].
- You will not engage in activity that violates the privacy of others, or any misuse or unlawful processing of personal data, nor will publicly display or use Software to share inappropriate content or material.
- You will not access the Service or the Software to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions, or graphics.
- You will not engage in web scraping or data scraping on or related to the Software, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.
- You will not automate access to the Website or the Service, including, without limitation, through the use of APIs, bots, scrapers, or other similar devices.
Users are fully responsible for all the activities that occur under their User Accounts.
- Your own risk:
- You acknowledge and agree that your use of the Product is at your own risk.
- You are solely responsible for evaluating the suitability, use, and results of the Product for your intended purposes.
This Agreement shall continue until either:
- (1) you cancel your subscription and/or request for your User Account and all of your Environments to be deactivated and deleted;
- (2) terminated by GoRules.
- Breach of Agreement: In the event of a material breach of this Agreement by either party, the non-breaching party may provide written notice to the breaching party specifying the breach and requesting remedy. The breaching party shall have a period of thirty (30) days from the receipt of the notice to remedy the breach, unless the breach is not subject to cure when the termination will have an immediate effect. If the breach is not remedied within the specified period, the non-breaching party may terminate the Agreement and, if applicable, revoke the licence of the breaching party.
- Termination by User: You may terminate the Agreement by providing written notice to us. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription term, subject to applicable law, and you may use the Service until your cancellation is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your subscription term.
If you only wish to terminate a Paid Plan and continue with the Free Plan or upgrade/downgrade your Paid Plan to another Paid Plan, please see Section 6.2.
If you use any Paid Plan that involves a recurring payment of a fee, we will stop charging the Service from the moment you notify us that you wish to cancel or that you do not want to automatically renew your subscription. Until such cancellation, you understand that we have the right to automatically continue (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you.
- You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account. Termination by Us: We reserve the right to terminate the Agreement at any time, with or without cause, by providing written notice to you. Upon termination by us, any outstanding fees or obligations shall become immediately due and payable. If we terminate after your subscription renewal date, you will not receive a refund for any amounts that have been charged. The termination will be effective at the end of your then-current subscription term, subject to applicable law, and you may use the Service until the termination is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your subscription term.
You agree that GoRules may immediately terminate this Agreement if you do not pay the fees when due in accordance with your Paid Plan, and your access to Services and User account will be suspended.
GoRules also reserves the right to cancel your subscription and your use of the Service.
GoRules may deny you access to all or any part of the Service or terminate your account with or without prior notice if you engage in any conduct or activities that GoRules determines, at its sole discretion, violate this Agreement or the rights of GoRules or any third party, or is otherwise inappropriate. Without limitation, GoRules may deny you access to the Service, or terminate this Agreement and your User Account.
We reserve the right to terminate the Agreement immediately if your use of the Product violates any applicable laws or regulations, or if it poses a significant security risk or threat to the integrity or functionality of our systems or networks.
GoRules may, at its sole discretion, at any time and for any reason, terminate the Cloud Service, terminate this Agreement, or suspend or terminate any User Account at Cloud Product. GoRules will send notice to User at the email address User provides when creating User Account, or such other email address User may later provide to GoRules.
GoRules may, at its sole discretion for any reason, terminate the Service and/or terminate the Agreement with Client in relation to Self-Hosted Products, after the expiry of 30 days from the day the notice of such termination is sent to User.
- Effect of Termination and Survival:
- Upon termination of the Agreement, all rights and licences granted under this Agreement shall immediately terminate.
- Upon termination of this Agreement, User shall cease all use of the Product and delete, destroy or return all copies of the Self-hosted Product and documentation in its possession or control. User admits and acknowledges that any use after the license has expired shall constitute a breach of GoRules’ Intellectual Property Rights and will entitle GoRules, inter alia, to copyright infringement damages. Upon termination of the license to use Self-hosted Product for whatever reason, User is obliged to delete Software and the Content from all the devices, prevent all users who have been using Self-hosted Product via license obtained by User, and present GoRules with the proof of cessation of all activities authorized by the Agreement.
The User has to send a written statement to GoRules that Software has been permanently deleted and that User ceased using Software. However, the User may export and save the User Data or User Content via an “export” option offered at Software prior to the termination date. Until GoRules receives such a written statement from the User, it shall be deemed that the User is using Product.
- Termination of the Agreement shall not relieve either party of any obligations or liabilities accrued prior to the termination.
The following provisions will survive termination of this Agreement:
- Any obligation of the User to pay for the Service
- Section 5 (Intellectual Property)
- Section 12 (Indemnity)
- Section 10 (Warranty) and Section 13 (Limitation of Liability)
- Section 14.6 (Governing Law and Jurisdiction)
- Any other provision of this Agreement that must survive to fulfil its essential purpose.
You agree to defend, indemnify, and hold harmless GoRules (including its representatives, officers, directors, employees, affiliates, agents, and contractors) from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) made against GoRules by any third party and all damages, liabilities, penalties, fines, costs, and expenses payable to any third party, due to or arising out of or relating to your Use of Products and the Service, including but not limited to:
- Use of the Software and Services
- Any use or misuse of the Product or Services by you or any authorised user.
- Any claims or damages resulting from your reliance on the accuracy, completeness, or reliability of the Product.
- Any third-party claim of infringement of copyright or other Intellectual Property Rights or invasion of privacy arising from hosting your User Content on the Software, and/or your making available thereof to other users of the Software, and/or the actual use of your User Content by other users of the Software or related services in accordance with the Agreement.
- any activity related to your account, be it by You or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of GoRules.
- Violation of Terms
- Any breach of this Agreement by you or any violation of the terms and conditions outlined herein.
- Any claims or damages arising from your failure to comply with applicable laws, regulations, or industry standards.
- Violation of Third-Party Terms
- Any infringement of third-party intellectual property rights, including but not limited to copyright, trademark, or patent infringement, arising from your use of the Product.
- Any violation of third-party terms, including privacy policies or terms of service, resulting from your actions or use of the Product.
- Other Claims
- Any other claims, actions, or damages arising from your access to or use of our Product, including but not limited to
- Personal injury or property damage caused by your use of the Product
- Any unauthorised access or use of your account or any breach of security related to the Product
- Your violation of any applicable laws, regulations, or rights of any third party
- Processing of User’s personal data
infringement of any Intellectual Property Rights or any proprietary or personal right
13. Limitation of Liability
To the maximum extent permitted by the applicable law, GoRules and/or its suppliers, employees and representatives shall not be liable in any event for:
- any loss, damage, expense, or other harmful consequences resulting from anyone’s use or inability to use Software;
- any installation, implementation, customization, or modification of the Software not carried out by GoRules;
- any failure to apply available update, service pack, fix or upgrade that would have avoided the harmful event;
- any unauthorized access to the User Content;
- any unauthorized use of any User’s credentials.
To the maximum extent permitted by applicable law, in no event shall GoRules and/or its suppliers, employees and representatives be liable for: any indirect, punitive, incidental, special, consequential damages or any damages whatsoever (including, without limitation, damages for loss of use, data or profits, or business interruption) arising out of or in any way connected:
- with the use or performance of Software,
- with the delay or inability to use Software and the Service, including the provision of or failure to provide Service,
- with information, Website, Software, products, Service, and related graphics obtained through Software, or otherwise arising out of the use of Software, whether based on contract, tort, negligence, strict liability, or otherwise.
In the event that any of the foregoing limitations are deemed unenforceable or in the event any liability of GoRules is established, to the greatest extent permitted by law, You agree that the entire aggregate liability of GoRules and sole remedy available to any User in any case in any way arising out of or relating to the Agreement, Software or the Service shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid (if any) by that User during the twelve months prior to notice to GoRules of the dispute for which the remedy is sought. If the User had no obligation to make such payment during such a period, monetary damages that in the aggregate may not exceed the sum of EUR 100 (hundred euros).
You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between GoRules and you. You understand that the Website, Service and Software would not be provided without such limitations.
Some countries do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you and you may have additional rights. Nevertheless, if any portion of these sections is held to be invalid under the applicable law, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections. This Section does not exclude mandatory liability for:
- Wilful breach by GoRules of any of its obligations;
- Death or personal injury caused by a defective item produced by GoRules
Neither Party shall be liable for breaching its obligations due to a circumstance they reasonably could not have foreseen and which is beyond their control, such as, e.g., a force of nature, an act of a legislative or executive authority, war, civil unrest, an act of terror, strike, non-trivial cyber attack, failure of a third-party hosting, Internet failure or any other circumstance qualifying as force majeure under the applicable law — to the extent that the respective circumstance prevented or hindered the Party’s performance. For the avoidance of doubt, the provisions of this section:
- are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability;
- shall not be construed to limit the amount of, or excuse User from paying, any fee or other consideration owed hereunder.
GoRules does not provide its Users with legal advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Service, and any statements made by GoRules to you shall not constitute legal advice.
Exclusion of Liability for Data Security for Self-hosted Products. Given that all the User Content is hosted on the User’s server or server chosen by the User, the security of the User’s data and the User Content and application of the physical, technical, administrative, organizational, and other measures is in the User’s full responsibility. Under no circumstances GoRules may be held accountable for any security data breach, unauthorized access, use, disclosure, or any other illegal activity related to the User’s data (including personal data).
- Entire Agreement: This Agreement (as amended from time to time), including any linked documents and additional terms and conditions or agreements referenced herein, constitutes the entire agreement between you and GoRules relating to the subject matter herein and supersedes any prior or contemporaneous discussions, understandings, or agreements, whether oral or written. In case of conflict between any provision herein and any statement, representation, or other information published on the Website or contained in any other materials or communications the provision in the Agreement shall prevail.
- Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the Agreement to the maximum extent possible. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.
- Confidential Information: “Confidential Information” refers to the following information that one party to this Agreement ( “Discloser”) discloses to the other ( “Recipient”): (a) any document Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure; (c) any object code and source code disclosed by GoRules together with all documentation and any names of actual or potential customers disclosed by User, whether or not marked as confidential; and (d) any other non-public, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Quotation offered by GoRules for the license to use Enterprise plan or for the customization services will at all times be considered confidential. Information User shares with GoRules for the purpose of sending quotation shall be treated as confidential.
Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without the use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.
Nondisclosure. The Recipient shall not use Confidential Information for any purpose other than to facilitate the transactions contemplated by this Agreement ( “Purpose”) during the term of the Agreement and 10 years after its termination (regardless of the ground for termination). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this section; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its confidential information of similar nature and importance, but with no less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by the applicable law or by proper legal or governmental authority. The Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention.
Termination & Return. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.
- Assignment: You may not assign or transfer any rights or obligations under this agreement without the prior written consent of GoRules. GoRules may assign or transfer its rights and obligations under this agreement to a third party upon providing you with written notice. Any assignment or transfer in violation of this section shall be null and void.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Serbia, without regard to its conflict of law principles. All disputes arising out of or in connection with the Agreement shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (Belgrade Rules). The number of arbitrators shall be one. The place of arbitration shall be Belgrade. The language to be used in the arbitral proceedings shall be English. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods. Any disputes arising out of or relating to this agreement shall be subject to the exclusive jurisdiction of the courts located in the same jurisdiction.
If the above agreement, with respect to arbitration, proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in the Republic of Serbia.
Notwithstanding the provisions above, GoRules may, at its absolute discretion, assert and seek the protection of its Intellectual Property Rights and rights concerning confidential information or data processing anywhere in the world.
- Survival: Any provisions of this agreement that, by their nature, should survive termination or expiration, including but not limited to Sections related to Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law, shall survive the termination or expiration of this agreement.
15. SELF-HOSTED PRODUCTS
If a User wishes to install Product on its internal device, the User must obtain a license from GoRules. A User is authorized to use Self-hosted Products only if they are properly licensed which means that the User has previously read, understood, and accepted the terms of the Agreement (including provisions applicable to Cloud Products), registered on the Portal and the Software has been properly downloaded and activated with a genuine product key or by other authorized methods provided by GoRules and for the duration of the license. If a Self-hosted Paid Product is being used, a User is authorized to use Self-hosted Product only after the he/she has paid all applicable Fees calculated on the billing page (or set in the invoice issued by GoRules).
A copy of the Self-hosted Product created pursuant to this Agreement at the User’s device is being licensed for a limited period of time and cannot be sold, and Client receives no title to or ownership of any copy or of the Software itself.
GoRules charges the license for Self-hosted Paid Products monthly in accordance with the Paid Plan and the offer sent to with User.
License Rights.During the term of the Agreement, GoRules grants User a limited, non-exclusive, non-transferable, revocable, temporary, non-sublicensable, non-refundable license to install a copy of the Self-hosted Product on the designated User’s device and use the Self-hosted Product solely for User’s internal business use, provided User pays all the agreed Fees and complies with the restrictions set forth in the Agreement. The User’s internal business use shall mean the authorization granted to the User to use Self-hosted Product to provide Software-as-a-Service access to the agreed number of its users. Such internal business use does not include use by any parent, subsidiary, or affiliate of User, or any other third party, and User shall not permit any such use. The User License Rights do not include access to the Product’s source code.
Restrictions on Software License Rights. In addition to the restrictions set out in Section 4 of the TOU, and without limiting the generality of the foregoing, User shall not:
- modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Self-hosted Product;
- rent, lease or land the Self-hosted Product;
- € use the Self-hosted Product for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Self-hosted Product’s source code;
- reproduce or create more copies of the Self-hosted Product than agreed with GoRules;
- use Self-hosted Product for more users than agreed in the Agreement with GoRules;
- attempt to exercise any copyright holder’s rights not specifically granted in the Agreement.
Breaching any restriction on the User’s software license rights will cause the User to immediately lose the license and shall entitle GoRules to the copyright infringement damages.
Delivery. GoRules shall provide the Self-hosted Product and documentation to the User, through a reasonable system of online registration on the Portal, software license key provision, and electronic download, or otherwise agreed between the Parties. Users can electronically download a Self-hosted Product without GoRules’ assistance, but the usage of a Self-hosted Product will be possible only after GoRules provides the User with a software license key through the Portal.The usage of Self-hosted Paid Product will be possible only after the payment has been received by GoRules. In other words, GoRules will provide a software license key for the Self-hosted Paid Product only after the receipt of the payment.
Documentation. Users can learn more about their rights by accessing the necessary documentation available on our website.
16. General Terms
These general terms govern the use of our Product, and any other deliverables provided by GoRules. By accessing or using the Product, you agree to be bound by these terms.
All communications, notices, and agreements between you and GoRules shall be conducted in the English language, unless otherwise expressly agreed upon in writing. We may send communications to you electronically via email or through postings on our website or software platform. It is your responsibility to ensure that your contact information is accurate and up to date.
17. Contact Us
If you have any questions about these Terms of Service, You can contact us by email: [email protected].