These Master Terms and Conditions (“Master Terms”) govern every subscription to Ribbiot’s software, every Ribbiot hardware device, and every service Ribbiot, Inc. (“Ribbiot”) provides to a business customer (“Customer”). They apply together with each Order Form that references them. By signing an Order Form, or by clicking to acknowledge these Master Terms, Customer agrees to be bound by them.
The person who signs an Order Form or clicks to acknowledge these Master Terms confirms that they are authorized to bind Customer and its affiliates named on the Order Form. A person without that authority must not accept on Customer’s behalf.
Each section below opens with a short summary in plain terms. The summaries are there to help you read. The numbered clauses are the agreement.
In plain terms: your Order Form says what you bought and what you pay. These Master Terms say how the relationship works. If the two disagree, the Order Form wins on the commercial terms it states, and the version of these Master Terms in force when you signed governs your term.
The agreement between Ribbiot and Customer consists of (a) each Order Form, (b) these Master Terms, including the Service Level Agreement in Section 6 and the appendices, (c) any statement of work (“SOW”) the parties sign for Professional Services, and (d) the Documentation. Together they are the “Agreement”.
If these documents conflict, an Order Form governs for the commercial terms it states: package, Modules, Hardware, users, allowances, term, billing frequency, start date, fees, and any special terms written on it. A signed SOW governs for the services it describes. These Master Terms govern everything else. The Documentation comes last. An Order Form changes a clause of these Master Terms only where it says so expressly and names the clause.
The version of these Master Terms in effect on an Order Form’s effective date governs that Order Form for its initial Subscription Term. Ribbiot publishes each version with its date at www.ribbiot.com/legal/terms-conditions and keeps prior versions available there. An updated version applies to a subscription from its next renewal term, provided Ribbiot gave Customer notice of the update with the renewal notice described in Section 8.3. An update never reduces Customer’s rights during a paid Subscription Term, except where a change is required by law, in which case Ribbiot gives notice and limits the change to what the law requires.
An affiliate of Customer may use the Service under Customer’s Order Form where the Order Form names it, or may sign its own Order Form under these Master Terms. Customer is responsible for its affiliates’ compliance with the Agreement, and their users count toward Customer’s allowances unless their Order Form says otherwise.
In plain terms: the capitalized words used throughout, in one place.
“Authorized User” means an employee or contractor of Customer whom Customer permits to use the Service within the user allowances on the Order Form. A “Field User” uses the mobile app to complete forms, timecards, and work orders and to work with equipment records in the field. An “Office User” uses the web application, and may also use the mobile app, to manage quoting, scheduling, dispatch, billing, reporting, and administration.
“Customer Data” means the data, documents, images, and other content that Customer and its Authorized Users submit to or create in the Service, including data that Hardware and connected devices collect for Customer’s account.
“Documentation” means Ribbiot’s then-current user guides, help content, and specifications for the Service and the Hardware.
“Hardware” means the Ribbiot devices listed on an Order Form, such as Portal, Pod, and Frog Tag, with their mounts and accessories.
“Intel” means the reporting, analytics, and AI-assisted features of the Service that read Customer Data and produce reports, drafts, summaries, and suggestions.
“Module” means a functional component of the Service that Customer subscribes to on an Order Form, such as Pursuit, Command, Capture, Secure, and Track.
“Order Form” means a Ribbiot order document that references these Master Terms and states what Customer buys, signed by both parties or accepted by Customer online.
“Platform” means the foundation of the Service included with every subscription: the equipment record (Arsenal), the workforce record (Roster), Intel’s reporting across them, the mobile app, and user access, as described on the Order Form and in the Documentation.
“Professional Services” means implementation, training, and other services Ribbiot performs for Customer, as described in Section 5 or in a SOW.
“Service” means Ribbiot’s hosted software, including the web application, the mobile app, the Platform, the Modules, Intel, the Documentation, and all updates to them.
“Subscription Term” means the term of a subscription stated on the Order Form, including each renewal term.
“Third-Party Services” means products, services, and data sources not provided by Ribbiot that Customer connects to the Service, such as telematics providers and accounting and payroll systems.
“Usage Data” means technical and operational data about how the Service and the Hardware are used, such as feature usage, performance, logs, and device telemetry, excluding Customer Data in identifiable form.
In plain terms: you get the Platform and the Modules on your Order Form for the people on it. We keep improving them, and anything new inside your Modules is yours at no extra charge. New Modules and new devices take an order. Your people use the Service under your account and your control, and Intel drafts; a person confirms.
Subject to the Agreement, Ribbiot grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Authorized Users to access and use the Service, the Platform, and the Modules on the Order Form, for Customer’s internal business operations, in accordance with the Documentation, in the United States and in any other country the Order Form names.
Customer designates Office Users and Field Users up to the allowances on the Order Form and may add users at any time. Users above an allowance are invoiced at the per-user rates on the Order Form from the month they are added, prorated to the end of the Subscription Term, and become part of the subscription. Customer may reassign a seat from one person to another. Each Authorized User keeps individual credentials; shared logins are not permitted. Customer is responsible for its Authorized Users’ use of the Service and for keeping credentials secure, and will notify Ribbiot promptly of any unauthorized access it discovers.
The Order Form states the data storage and the number of custom forms included. Storage beyond the allowance is measured monthly and invoiced at the Order Form’s overage rate. Custom forms beyond the allowance are added at the rate on the Order Form or, where none is stated, by an additional order.
Ribbiot continuously improves the Service. Features Ribbiot releases within a Module on Customer’s Order Form, including Intel features for that Module, are included in Customer’s subscription at no additional charge for the Subscription Term. New Modules, new Hardware, and Professional Services require an Order Form or SOW, priced as the Order Form provides. Ribbiot may modify the Service from time to time and will not materially reduce the core functionality of a Module on Customer’s Order Form during a paid Subscription Term without Customer’s consent. Before retiring a feature Customer actively uses, Ribbiot gives reasonable advance notice and, where practical, a replacement path.
Intel reads Customer Data and produces reports, drafts, summaries, and suggestions for Customer’s personnel. Intel’s output is a first draft for a person to review and confirm. Ribbiot does not post payroll, publish schedules, send invoices, or take other final actions through Intel without a person confirming them. Customer is responsible for reviewing Intel output before relying on it, and Ribbiot does not warrant that AI-generated output is accurate or complete. Section 9 describes how Intel uses data.
The Service can connect to Third-Party Services such as telematics, accounting, and payroll systems. Customer is responsible for its own agreements with those providers and authorizes Ribbiot to send data to them and retrieve data from them on Customer’s behalf. Ribbiot is not responsible for Third-Party Services, their data, or their availability, and a change made by a provider may affect a connection.
Ribbiot may offer features identified as preview, beta, or early access. They are optional, may change or end at any time, and are provided as is, without warranty or service level commitment.
Customer and its Authorized Users will not: (a) sell, resell, rent, lease, sublicense, or otherwise provide the Service or Hardware to third parties, or use either to operate a service bureau; (b) copy, modify, or create derivative works of the Service, the Hardware, or the Documentation; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, firmware, or underlying algorithms, except to the extent applicable law prohibits this restriction; (d) circumvent security or access controls, probe or test vulnerabilities without Ribbiot’s written permission, or interfere with the operation of the Service; (e) use the Service to store or transmit malicious code, or content that is unlawful, infringing, or that Customer has no right to provide; (f) access the Service to build a competing product or publish benchmarks of it without Ribbiot’s consent; (g) remove or alter proprietary notices; or (h) use the Service or Hardware other than as the Agreement and applicable law permit.
Each Authorized User who installs the mobile app also agrees to the Mobile App End User License Agreement in Appendix A. A breach of it by an Authorized User is a breach of the Agreement by Customer. Ribbiot may update the Mobile App End User License Agreement from time to time to reflect app store requirements and changes to the app, and will not use an update to reduce Customer’s rights under the Agreement.
In plain terms: devices are a subscription, priced per device for the same term as your software. We ship them; you install them, or an installer you choose does, and we keep them working for the term. Pods take a coin cell your people change in the field. Devices stay Ribbiot’s and come back when the term ends unless your Order Form says otherwise. Installation is on you: a device mounted wrong can come off equipment that lifts and moves around people, so follow the Documentation, use qualified people, and confirm every install before the asset goes back to work. If you have no devices, this section does not apply to you.
This section applies when an Order Form includes Hardware. Nothing in the Agreement requires Customer to subscribe to Hardware in order to use the Service.
Hardware is subscribed per device at the rate on the Order Form. The subscription includes use of the device, the cellular connectivity of devices that have their own, the Service features the device feeds, firmware updates, and the coverage in 4.6. Hardware is used only with the Service and only on assets Customer owns, rents, or controls.
Hardware ordered with a software subscription runs for the same Subscription Term and renews with it. Devices added later run to the end of the then-current Subscription Term at the rates on the Order Form, prorated, and renew with the subscription. Where an Order Form states a different Hardware term, the Order Form governs.
Ribbiot ships Hardware within five business days of order confirmation, subject to inventory, to the address on the Order Form, and provides tracking on dispatch. Shipping charges are stated on the Order Form. Risk of loss or damage passes to Customer on delivery. Customer inspects each delivery and reports shortages or shipping damage within ten business days.
Ribbiot retains title to Hardware. Customer keeps Hardware free of liens, leaves labels and identifiers in place, and does not sell, pledge, or transfer it, except to an installer or repairer acting for Customer.
For the Hardware Subscription Term, Ribbiot will repair or replace, at no charge, a device that fails to function as the Documentation describes because of a defect in materials, workmanship, or firmware. Replacements may be new or refurbished to factory specifications, and Ribbiot pays shipping for covered replacements. Coverage excludes damage from improper installation, misuse, accident, unauthorized modification, exposure beyond the device’s rating, or external events; normal wear and cosmetic damage; and consumables, including Pod batteries. A device that is lost, stolen, or damaged outside this coverage is replaced at the replacement price on the Order Form or, where none is stated, Ribbiot’s then-current replacement price, and its subscription continues. Customer returns a replaced device as Ribbiot directs.
Pods run on a replaceable industrial coin cell that Customer’s personnel change in the field as the Documentation describes; replacement cells are Customer’s responsibility. Portal runs on its internal rechargeable battery or on external power as the Documentation describes; a Portal battery defect is covered under 4.6.
Portal reports its own location over cellular networks and relays nearby Pods. Pods and Frog Tags have no GPS and no cellular connection of their own: a Pod’s location is recorded when a Portal or a phone running the Ribbiot app is in range, and a Frog Tag identifies an asset by tap and is not a location device. Detection and location depend on cellular coverage, placement, line of sight, and power, and Ribbiot does not warrant continuous or real-time location for any device. Customer’s use of location features is subject to 9.6.
Hardware is mounted on equipment that lifts, moves, and works around people. A device that is installed incorrectly can detach in service and cause serious injury, death, or property damage. Customer is solely responsible for installing, mounting, powering, inspecting, and maintaining Hardware, and for confirming that every installation is correct and secure before the equipment returns to service, whoever performed the installation and whether or not the Documentation was followed. Installation quality depends on conditions Ribbiot does not control, including surface preparation, the choice of mount for the asset and the loads it sees, the condition and age of adhesives and fasteners (an adhesive past its recommended shelf life or working window is not to be used), the full cure time before the asset moves, and the absence of moisture, condensation, dust, and cold during installation. Customer uses qualified personnel, follows the Documentation and the mount and adhesive manufacturers’ instructions, inspects installations periodically and after any impact, and removes from service any device whose mount is in doubt. When Customer requests installation, it is performed by a third-party installer under a separate agreement between Customer and the installer; Ribbiot may recommend an installer and is not a party to that agreement. Ribbiot provides installation documentation and remote guidance on request, and its obligation for Hardware is limited to providing it as specified. Ribbiot is not responsible for any installation, for any effect of an installation on a third party’s equipment warranty, or for injury, death, or damage resulting from the installation, detachment, handling, or use of Hardware, and Customer defends and indemnifies Ribbiot against those claims under 13.2.
Within 30 days after a Hardware subscription ends, Customer returns the devices to Ribbiot using the prepaid labels Ribbiot provides, in working condition allowing for normal wear, or pays the replacement price for devices not returned. Ribbiot may offer Customer the option to purchase devices at the end of the term at a price Ribbiot states in writing.
Ribbiot may update device firmware remotely to maintain function and security. Customer will not disable updates or alter firmware.
In plain terms: implementation is part of your order. At kickoff you define the outcomes you want; we work to remove the fog in the workflow you chose and report progress against what you said you wanted. One location goes first. We train your people, support them Monday through Friday, and take feature requests seriously without promising to build them.
Ribbiot provisions Customer’s account within two business days of the Order Form’s effective date, logically separated from other customers’ accounts.
At kickoff, Customer defines the specific outcomes it wants to achieve, and Implementation works to remove fog and provides updates on project completion. The outcomes are Customer’s, stated in Customer’s words and tied to measures Customer already uses, and Ribbiot reports progress against them. This is Ribbiot’s commitment for implementation. The Agreement does not warrant a business outcome.
The implementation fee on the Order Form covers migration of Customer’s equipment and people records into the Platform; configuration of the first workflow for the Modules ion the Order Form at one Customer location, including Customer’s forms and approval chain; the training in 5.6; and go-live support. After the first location is live, Ribbiot supports expansion to Customer’s further locations and workflows on a plan agreed with Customer. Services beyond this scope, such as payroll code mapping, accounting or ERP connection, equipment data enrichment, onsite training, and Hardware installation, are Professional Services under a seperate SOW.
Implementation begins with Customer’s goals and data readiness, then builds and configures the workflow, and goes live when both parties confirm it is ready. Ribbiot names an implementation owner. Customer provides the sponsorship and the people Ribbiot needs to keep the implementation moving: executive sponsorship for decisions, the people who own each workflow and approve how it runs, and a point of contact who coordinates schedules and resolves holdups. Dates are set with Customer at kickoff and depend on Customer’s data readiness and the availability of its people.
Customer provides the data the first workflow needs in a usable format (equipment list, people and roles, forms, crews, approval chains, and price book, as applicable), makes its personnel available for discovery, training, and review, approves workflow logic through its business process owners, gives decisions within the times agreed in the plan, and supplies the phones, computers, and connectivity its Authorized Users need. Ribbiot is not responsible for delay caused by Customer’s delay and may adjust the plan accordingly.
Ribbiot provides step-by-step user training for the web and mobile applications tailored to Customer’s common workflows, administrator enablement sessions for the people who manage resources and data, and continuous enablement through its library of videos and guides and periodic live best-practice workshops.
Support is available by phone and email Monday through Friday, 6:00 AM to 6:00 PM Pacific Time, excluding United States federal holidays. Ribbiot targets an initial response to 95 percent of support requests within one business day. Support covers questions about using the Service and Hardware, defect reports, and account administration. Training of new personnel beyond 5.6, customization, and data entry are Professional Services.
Ribbiot evaluates requests for new features and input variables case by case against its roadmap and the impact across customers. No request creates an obligation to build. Accepted requests are confirmed in writing with an estimated timeline where available. Resulting features are part of the Service, belong to Ribbiot under Section 10, and are available to Customer under 3.4.
Each SOW states scope, fees, schedule, and the parties’ responsibilities, and is governed by these Master Terms. Ribbiot performs Professional Services in a professional and workmanlike manner using qualified personnel.
In plain terms: the platform is up 99.9 percent of each month. If it is not, you can claim a credit on a sliding scale. Credits do not cover outages we did not cause: your network, a third-party system, maintenance we announced, or events beyond our control.
Ribbiot commits to Platform Uptime of 99.9 percent in each calendar month.
“Platform Downtime” means a period during which Customer cannot access the Service’s cloud-hosted platform because of a failure of Ribbiot’s hosted software, confirmed by both parties. It excludes unavailability caused by Customer’s network, systems, or devices; Third-Party Services; scheduled maintenance announced under 6.5; preview features; the mobile app operating offline; cellular coverage; and events described in 16.4 (force majeure). “Platform Uptime” means the minutes in a calendar month minus the minutes of Platform Downtime, divided by the minutes in the month, expressed as a percentage.
“Platform Downtime” means a period during which Customer cannot access the Service’s cloud-hosted platform because of a failure of Ribbiot’s hosted software, confirmed by both parties. It excludes unavailability caused by Customer’s network, systems, or devices; Third-Party Services; scheduled maintenance announced under 6.5; preview features; the mobile app operating offline; cellular coverage; and events described in 16.4 (force majeure). “Platform Uptime” means the minutes in a calendar month minus the minutes of Platform Downtime, divided by the minutes in the month, expressed as a percentage.
Customer requests a credit by email to support@ribbiot.com within 10 business days after the end of the affected month, with the dates and times of the suspected downtime, a description of the issue and its impact, and any supporting logs. Ribbiot verifies the claim against its monitoring and applies approved credits to a future invoice. Credits are Customer’s sole and exclusive remedy for a failure to meet 6.1.
Ribbiot gives at least 48 hours’ notice of planned maintenance expected to make the Service unavailable, schedules it outside normal business hours where practical, and excludes it from Platform Downtime.
Credits in any month cannot exceed 30 days of subscription fees for the affected Service. Credits are not redeemable for cash, apply to future invoices only, and require Customer to be current on payments. Credits do not apply to Hardware subscription fees or Professional Services.
In plain terms: you pay what the Order Form says, in advance, at the frequency you chose. Invoices are due in 30 days, by ACH, check, or wire; cards carry a 3 percent fee. Late invoices accrue interest, and after 60 days we can suspend access with notice. Fees for the term you committed to are not refundable. Your rates are locked for the term.
Customer pays the fees on each Order Form and SOW. Subscription fees are invoiced in advance at the billing frequency on the Order Form, beginning on the subscription start date. The implementation fee is invoiced at signing unless the Order Form says otherwise. Professional Services under a SOW are invoiced as the SOW states. Users and overages added under 3.2 and 3.3 are invoiced with the next regular invoice. Shipping and any one-time Hardware charges are invoiced at shipment.
Invoices are due within 30 days of the invoice date. Payment is by Automated Clearing House (ACH) transfer, check, or wire. Credit card payments carry a 3 percent processing fee. All amounts are in United States dollars.
Customer keeps its billing contact and billing address current in its account and gives Ribbiot in writing any purchase order number or vendor-form reference it needs shown on invoices. Those references are for Customer’s convenience and do not delay payment or change the Agreement.
Overdue amounts accrue interest at 1.5 percent per month or the highest rate permitted by law, whichever is lower, from the due date until paid. Customer reimburses Ribbiot’s reasonable costs of collecting overdue amounts, including attorneys’ fees. If an invoice is more than 60 days past due, Ribbiot may suspend Customer’s access to the Service and to Hardware features on 10 days’ written notice until the overdue amounts and interest are paid. Suspension does not relieve Customer of fees for the suspension period.
Fees exclude taxes. Customer pays sales, use, excise, and similar taxes and duties on the fees, other than taxes on Ribbiot’s income. A tax-exempt Customer provides a valid exemption certificate.
Fees for the committed Subscription Term are fixed, non-cancellable, and non-refundable, except as 13.1 expressly provides. Reductions in users, Modules, or Hardware take effect at the next renewal.
Where an Order Form states a minimum annual subscription, Customer pays at least that amount each year. Any amount paid above Customer’s actual subscription to meet the minimum is credited toward users, Modules, or Hardware Customer adds during the Subscription Term.
The rates on an Order Form are fixed for its initial Subscription Term, including the rates for users, Modules, and Hardware added during that term.
In plain terms: your subscription runs for the term on your Order Form and renews a year at a time at the same billing frequency unless either of us gives notice. We tell you the renewal rates 60 days ahead; if we do not, your current rates roll over. Either party can end the agreement for an uncured material breach or insolvency. When it ends, you have 60 days to export your data, and devices come back.
These Master Terms take effect on the effective date of the first Order Form and continue while any Order Form or SOW is in effect.
Each subscription begins on the subscription start date on its Order Form and runs for the term stated there. At the end of the initial Subscription Term and of each renewal term, the subscription renews automatically for successive 12-month terms at the same billing frequency, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Customer’s notice goes to legal@ribbiot.com.
Rates for a renewal term are Ribbiot’s then-current rates for Customer’s tier and may differ from the rates on the Order Form. Ribbiot gives Customer written notice of the renewal rates, and of any updated version of these Master Terms that will apply, at least 60 days before the end of the then-current term. If Ribbiot does not give that notice, the current rates and the current version continue for the renewal term.
Either party may terminate the Agreement, or the affected Order Form, on written notice if the other party (a) materially breaches the Agreement and does not cure within 30 days after written notice describing the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership, or similar proceedings that are not dismissed within 60 days. Ribbiot may also terminate on written notice if Customer fails to pay an undisputed amount within 10 days after a written notice of non-payment given after the due date, or breaches 3.8 or Section 11 and does not cure within 10 days after notice.
Ribbiot may suspend access to the Service, in whole or in part, with as much notice as is reasonable in the circumstances, where 7.4 applies, where Customer’s use threatens the security, integrity, or availability of the Service or of other customers’ data, or where Customer’s use violates law or 3.8. Ribbiot limits a suspension to what is necessary and restores access when the cause is resolved.
On expiration or termination: (a) the rights of Customer and its Authorized Users to use the Service end, and they stop using it and delete the mobile app; (b) fees accrued before the effective date remain due, and where Ribbiot terminates for Customer’s breach, the fees for the remainder of the committed Subscription Term remain due; (c) no expiration or termination entitles Customer to a refund, except as 13.1 provides; (d) Customer returns Hardware under 4.10; (e) export and deletion of Customer Data follow 9.8; and (f) each party returns or destroys the other’s Confidential Information under Section 11.
Sections 2, 7 (as to amounts due), 8.6, 8.7, 9.3, 9.8, 10, 11, 12.4, 13, 14, and 16, and any other clause that by its nature should survive, survive expiration or termination.
In plain terms: your data is yours. We use it to run the Service for you, to support you, and, in aggregated form that cannot identify you, to improve the Service. Intel works from your own record, and we do not use your data to produce results for another customer. You are responsible for telling your people how the Service and the devices are used, as the law requires, and you stay the employer: the Service is a tool. When the agreement ends, you have 60 days to take your data with you.
As between the parties, Customer owns all Customer Data. Ribbiot acquires no rights in Customer Data except the license in 9.2.
Customer grants Ribbiot a non-exclusive, worldwide, royalty-free license, for the Subscription Term and the export period in 9.8, to host, copy, process, transmit, display, and back up Customer Data as necessary to provide, secure, support, and maintain the Service and Hardware, to perform Professional Services, and as Customer otherwise instructs in writing.
Ribbiot may collect and use Usage Data, and may create and use aggregated or de-identified data derived from Customer Data, to operate, secure, analyze, and improve the Service and Hardware, to develop new features, and to produce industry benchmarks and insights. Ribbiot will not disclose Usage Data or aggregated or de-identified data in a form that identifies Customer, its personnel, its customers, or any individual, and will not attempt to re-identify it.
Intel features operate on Customer’s own Customer Data to produce outputs for Customer. Ribbiot does not use Customer Data to produce outputs for another customer and does not share one customer’s Customer Data with another. Where Ribbiot uses third-party model providers to deliver Intel features, those providers process data as subprocessors under 9.5.
Ribbiot maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, appropriate to the nature of the data and the Service, including access controls, encryption of data in transit and at rest, logging, and backups. Ribbiot uses third-party hosting and service providers (“subprocessors”) to deliver the Service and requires them by written agreement to protect Customer Data to a standard no less protective than this Section. Ribbiot provides its current list of subprocessors on request. Ribbiot notifies Customer without undue delay after confirming a security incident that compromises Customer Data, provides the information Customer reasonably needs to meet its own legal obligations, and takes reasonable steps to contain and remediate the incident.
Customer Data includes personal information about Customer’s personnel, such as names, roles, certifications, timecards, and device and location data. Customer is responsible for having the rights and consents needed to provide that information to Ribbiot and to use the Service and Hardware with it, and for giving its personnel the notices, and obtaining the consents, that applicable law requires for workforce timekeeping, device tracking, and location data. Ribbiot processes personal information only to provide the Service as the Agreement and Customer’s documented instructions direct, acting as a service provider or processor where that law applies, and in accordance with its Privacy Policy at www.ribbiot.com/legal/privacy-policy. Where applicable law requires additional data processing terms, the parties sign them and they form part of the Agreement.
Customer is responsible for the accuracy and legality of Customer Data and for the decisions it makes based on it, including payroll, invoicing, scheduling, and safety decisions, and for keeping the records the law requires it to keep. The Service is a tool. Customer remains the employer of its personnel and the party responsible for its wage and hour, safety, tax, and regulatory compliance.
During the Subscription Term, Customer may export Customer Data through the Service’s export tools. For 60 days after the Agreement or the relevant subscription ends, Ribbiot keeps Customer Data available for export and assists on request. After that period, Ribbiot deletes Customer Data from its production systems within a commercially reasonable time and from backups in their ordinary cycle, except what it must retain by law or keeps as aggregated or de-identified data under 9.3. Ribbiot does not provide recovery after deletion.
Ribbiot hosts Customer Data in the United States.
In plain terms: Ribbiot owns the Service, the devices, and everything built into them, including improvements that come from your requests. You own your data and get the right to use the Service for your term. If you give us ideas, we can use them.
Ribbiot and its licensors own all right, title, and interest, including all intellectual property rights, in the Service, the Platform, the Modules, Intel, the Hardware and its firmware and designs, the Documentation, and all improvements, enhancements, modifications, and derivative works of them, including features built in response to Customer’s requests under 5.8 and configurations and templates Ribbiot creates for the Service. Customer receives only the rights the Agreement expressly grants.
Customer owns Customer Data under Section 9, its own trademarks, and the business information it brought to Ribbiot. Forms, workflows, templates, and configurations built in the Service use Ribbiot’s software and belong to Ribbiot as part of the Service; the information Customer enters into them is Customer Data and may be exported under 9.8. Nothing in the Agreement transfers Customer Data or Customer’s trademarks to Ribbiot.
If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback about the Service or Hardware, Customer assigns to Ribbiot all right, title, and interest in that feedback, and Ribbiot may use it without restriction, attribution, or compensation. Anything Ribbiot builds, whether or not it was prompted by Customer’s feedback, request, or data, belongs to Ribbiot under 10.1. Customer acquires no ownership interest in it, no license to it beyond the Agreement, and no claim to compensation for it.
The Service and Hardware include third-party and open-source components licensed under their own terms, which Ribbiot makes available on request. Ribbiot’s warranties and indemnities apply to the Service and Hardware as delivered and do not extend to Third-Party Services.
All rights not expressly granted are reserved. No license or right arises by implication, estoppel, or otherwise.
In plain terms: each of us keeps the other’s non-public information confidential, uses it only for this relationship, and shares it only with people who need it and are bound to protect it. Your data is your confidential information. The duty lasts five years after the agreement ends, and longer for trade secrets.
“Confidential Information” means non-public information one party (the “Discloser”) makes available to the other (the “Recipient”) in connection with the Agreement, whether marked confidential or not, that a reasonable person would understand to be confidential, including business, technical, financial, customer, and pricing information. Ribbiot’s Confidential Information includes the Service, the Hardware designs, the Documentation, and the terms and pricing on Order Forms. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before disclosure, is received from a third party without breach of an obligation to the Discloser, or is independently developed without use of the Discloser’s Confidential Information.
The Recipient uses Confidential Information only to perform its obligations and exercise its rights under the Agreement, protects it with at least the care it uses for its own confidential information and no less than reasonable care, and discloses it only to its employees, contractors, advisors, and, for Ribbiot, subprocessors, who need to know it for those purposes and are bound by confidentiality obligations at least as protective as this Section. The Recipient is responsible for their compliance.
The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Discloser prompt notice where legally permitted, cooperates with reasonable efforts to limit or protect the disclosure, and discloses only what is required.
On the Discloser’s written request after the Agreement ends, the Recipient returns or destroys the Discloser’s Confidential Information and confirms in writing, except that the Recipient may retain copies in routine backups and as required by law or professional standards, subject to this Section for as long as it retains them. Customer Data is handled under 9.8.
These obligations last for the term of the Agreement and five years after it ends. For trade secrets, they last as long as the information remains a trade secret under applicable law.
A breach of this Section or of 3.8 may cause harm that money cannot fully remedy, and the Discloser may seek injunctive or other equitable relief for it, in addition to other remedies, without posting a bond where the court permits.
In plain terms: we promise the Service will work materially as documented and that our people will do professional work, and if it does not, we fix it. You promise you have the right to the data you give us and that your people will follow the rules. Beyond that, the Service is provided as is, as every software agreement says.
Ribbiot warrants that (a) during the Subscription Term, the Service will perform materially in accordance with the Documentation; (b) Ribbiot will perform Professional Services in a professional and workmanlike manner using qualified personnel; (c) Ribbiot will not materially reduce the core functionality of a Module on Customer’s Order Form during a paid Subscription Term, as 3.4 provides; and (d) Hardware is covered as 4.6 provides.
Customer warrants that (a) it has the authority to enter into the Agreement; (b) it owns or has the rights needed to provide Customer Data and to use the Service and Hardware with it, and Customer Data does not infringe or violate any third party’s rights or any law; (c) it will comply with applicable law in using the Service and Hardware, including laws on employment, timekeeping, privacy, and workplace monitoring; and (d) it will ensure its Authorized Users comply with the Agreement and the Mobile App End User License Agreement.
If the Service does not conform to 12.1(a), Customer notifies Ribbiot in writing within 30 days of discovery with enough detail to reproduce the issue, and Ribbiot uses commercially reasonable efforts to correct the nonconformity. For Professional Services that do not conform to 12.1(b), Ribbiot re-performs the deficient services. Correction and re-performance are Customer’s exclusive remedies for breach of 12.1(a) and 12.1(b).
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE, HARDWARE, PROFESSIONAL SERVICES, AND DOCUMENTATION ARE PROVIDED AS IS, AND RIBBIOT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RIBBIOT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE, THAT LOCATION OR DETECTION DATA FROM HARDWARE WILL BE CONTINUOUS OR PRECISE, OR THAT THE SERVICE WILL MEET REQUIREMENTS NOT STATED IN THE DOCUMENTATION. THIRD-PARTY SERVICES AND PREVIEW FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.
In plain terms: if someone claims the Service infringes their United States intellectual property, we defend you and pay what is awarded or settled, and we can fix, replace, or, as a last resort, refund. If someone claims against us because of your data, your misuse of the Service, or how a device was installed or used, you defend us. Each side tells the other promptly and lets the defending side run the defense.
Ribbiot will defend Customer against any third-party claim that the Service or Hardware, as provided by Ribbiot and used in accordance with the Agreement, infringes that third party’s United States patent, copyright, or trademark or misappropriates its trade secret, and will pay the damages and costs finally awarded against Customer or agreed in a settlement Ribbiot approves. If such a claim is made or appears likely, Ribbiot may, at its option and expense, (a) modify the Service or Hardware so that it is non-infringing while preserving its material functionality, (b) obtain the right for Customer to continue using it, or (c) if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the period after termination. Ribbiot has no obligation for claims arising from Customer Data, Third-Party Services, modifications not made by Ribbiot, combinations with items Ribbiot did not provide or approve in writing, use after Ribbiot provided a non-infringing alternative, or use in breach of the Agreement. This Section states Ribbiot’s entire liability for infringement claims.
Customer will defend Ribbiot against any third-party claim arising from (a) Customer Data, including a claim that Customer Data, or Ribbiot’s processing of it as the Agreement permits, infringes rights or violates law; (b) use of the Service or Hardware by Customer or its Authorized Users in breach of the Agreement or applicable law, including laws on employment, timekeeping, privacy, and workplace monitoring; or (c) the installation, mounting, inspection, maintenance, removal, detachment, or use of Hardware, by whomever performed and whether or not the Documentation was followed, including claims for property damage, personal injury, or death; and will pay the damages and costs finally awarded against Ribbiot or agreed in a settlement Customer approves.
The indemnified party gives the indemnifying party prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), gives it sole control of the defense and settlement, and provides reasonable cooperation at the indemnifying party’s expense. A settlement that admits fault on behalf of the indemnified party or imposes obligations on it other than payments the indemnifying party makes requires the indemnified party’s consent, not unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.
In plain terms: Ribbiot is not liable for indirect losses such as lost profits, and Ribbiot’s total liability is capped at what you paid in the 12 months before the claim. The cap does not apply to our duty to defend you against infringement claims or to fraud or willful misconduct. What you owe us under the Order Form, including the rest of a committed term, is a payment obligation and is never capped.
TO THE EXTENT PERMITTED BY LAW, RIBBIOT IS NOT LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY LAW, RIBBIOT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO RIBBIOT UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Sections 14.1 and 14.2 do not apply to Ribbiot’s indemnification obligations under 13.1 or to Ribbiot’s gross negligence, willful misconduct, or fraud, and nothing in the Agreement limits liability that cannot be limited under applicable law. Customer’s payment obligations under the Agreement, including fees for the remainder of a committed Subscription Term under 8.6(b), are amounts due and are not limited by this Section.
These limitations reflect the allocation of risk in the Agreement’s pricing, and they apply even if a limited remedy fails of its essential purpose. Ribbiot’s responsibility for Hardware installation and use is further limited as Section 4 provides.
In plain terms: if you check the box on your Order Form, we can say you are a customer and show your logo. Anything more, a story, a quote, a number, needs your written sign-off on the exact words. You can withdraw the permission for future use at any time.
Where Customer opts in on an Order Form, or later by email, letter, or signed agreement, Ribbiot may identify Customer as a Ribbiot customer by name and logo on its website, in customer lists, and in sales and marketing materials, following the brand guidelines Customer provides. Without that opt-in, Ribbiot does not name Customer publicly.
Any case study, testimonial, quotation, or published figure about Customer requires Customer’s separate written approval of the exact words and numbers before publication, and Ribbiot publishes it only with the scope Customer approves.
Customer may withdraw its permission for future use at any time by written notice to legal@ribbiot.com. Ribbiot stops new uses within 30 days and removes Customer’s name and logo from materials it controls within a commercially reasonable time. Printed materials already distributed are excepted.
Customer may identify Ribbiot as its provider using Ribbiot’s name and logo as Ribbiot’s brand guidelines permit.You may opt out at any time.
In plain terms: California law and Orange County courts, with a conversation between executives before anyone sues. Notices in writing. No assignment without consent, except to a successor. Neither of us is liable for events beyond our control. This document and your Order Form are the whole deal, and terms printed on a purchase order do not change it.
The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for any action arising out of or relating to the Agreement, except that either party may seek injunctive relief under 11.6 in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting litigation, other than to seek injunctive relief or to collect undisputed fees, a party gives the other written notice of the dispute, and executives of both parties with authority to resolve it meet, in person or by video, within 30 days to attempt resolution in good faith.
Notices under the Agreement are in writing and delivered by email with confirmation of transmission, by nationally recognized courier, or by certified mail, to Ribbiot at the address on the Order Form and at legal@ribbiot.com, and to Customer at the addresses on the Order Form. A notice is effective on receipt. Operational communications, including support, billing, and renewal notices, may be sent by email to the contacts on the Order Form or in Customer’s account.
Neither party is liable for failure or delay in performing, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, government action, labor disputes, failures of utilities, telecommunications, or cellular networks, cloud infrastructure failures, and widespread cyberattacks, provided it uses reasonable efforts to resume performance. If such an event continues for more than 60 days, either party may terminate the affected Order Form on written notice.
Neither party may assign the Agreement without the other’s prior written consent, not unreasonably withheld, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets, provided the successor assumes the Agreement in writing and, in Customer’s case, is not a competitor of Ribbiot. Any other purported assignment is void. The Agreement binds and benefits permitted successors and assigns.
The Service and Hardware may be subject to United States export control and sanctions laws. Customer will not export, re-export, or make them available to any country, entity, or person those laws prohibit, and represents that it is not located in an embargoed country and is not on a restricted-party list.
The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship and confers no rights on any third party.
The Agreement may be amended only in a writing signed by both parties, or as 1.3 provides for new versions of these Master Terms. A waiver is effective only in writing and only for the instance stated, and a party’s failure or delay in exercising a right is not a waiver of it.
If a provision is held invalid or unenforceable, it is enforced to the maximum extent permitted and the rest of the Agreement remains in effect.
The Agreement is the complete agreement between the parties about its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral. Terms on Customer’s purchase orders or vendor forms have no effect, even if Ribbiot acknowledges or processes them. The order of precedence is in 1.2.
Order Forms and SOWs may be signed electronically and in counterparts, each of which is an original.
Headings and the plain-terms summaries are for convenience and do not affect interpretation.
The mobile app’s end user license agreement is presented in the app stores and on first launch, and the Agreement incorporates it by reference under 3.9.
Ribbiot provides SMS and text messaging services to deliver account notifications, operational updates, support communications, and optional marketing messages. By opting into Ribbiot messaging, you agree to the following terms governing your participation in our messaging program.
When a person opts in, Ribbiot sends a confirmation message. By opting in, the person authorizes Ribbiot to send recurring automated text messages to the number provided, which may be sent through an automatic telephone dialing system. Consent is voluntary and is not a condition of purchasing Ribbiot’s products or services.
Frequency varies with the person’s use of the Service. Ribbiot may adjust frequency and may change the number, short code, or sender it uses.
Standard message and data rates may apply based on your mobile plan. Contact your wireless carrier for details regarding your plan and charges. Carriers are not responsible for delayed or undelivered messages.
A person may opt out at any time by replying STOP to any Ribbiot message or using the unsubscribe link where one is provided. Ribbiot sends a final confirmation and stops messaging unless the person re-enrolls.
Reply HELP to any Ribbiot message or contact support@ribbiot.com.
A person who changes, deactivates, or transfers a mobile number notifies Ribbiot by replying STOP from the original number or by emailing support@ribbiot.com, so that messages are not sent to someone who did not consent.
Messaging activity is subject to Ribbiot’s Privacy Policy at https://www.ribbiot.com/legal/privacy-policy
Ribbiot may modify or end the messaging program and may update these messaging terms. Continued enrollment after an update is acceptance of it; a person who does not agree unsubscribes.
By signing an Order Form that references these Master Terms, or by clicking to acknowledge them, Customer confirms that it has read and agrees to be bound by them, and the person acting for Customer confirms their authority to do so. The Agreement is effective as the Order Form provides.