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Customer Terms of Service

Effective date: November 30th, 2023

Relationship and Representations.

This Agreement is between the corporation, company, or other business entity that accepts these terms (referred to as "Customer," “you,” “your”) and Rocket.Chat Technologies Corp or any of its affiliated entities (“Rocket.Chat, " “we, " “us,” and “our, " which may vary depending on the Customer's location.
The Customer represents that it is a corporation, company, or other business entity and not an individual consumer.
The person accepting these terms represents that they have read and understood the terms in their entirety and possess the requisite legal authority to bind the Customer to these terms.

Acceptance of Terms

THESE TERMS ARE EFFECTIVE AS OF THE DATE YOU FIRST CLICK “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX) OR USE OR ACCESS A ROCKET.CHAT SERVICES, OR SIGN AN ORDER FORM, OR SUBSCRIPTION, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”). THESE TERMS DO NOT HAVE TO BE SIGNED TO BE BINDING. YOU INDICATE YOUR ASSENT TO THESE TERMS BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX) AT THE TIME YOU REGISTER FOR A CLOUD PRODUCT; CREATE A ROCKET.CHAT ACCOUNT, OR PLACE AN ORDER. FOR NO-CHARGE SERVICES, YOU ALSO INDICATE YOUR ASSENT TO THESE TERMS BY ACCESSING OR USING THE APPLICABLE NO-CHARGE PRODUCT.
PLEASE READ THE CUSTOMER TERMS CAREFULLY BEFORE USING OUR SERVICES, AND NOTE THAT THESE CUSTOMER TERMS INCLUDE AUTO-RENEWAL PROVISIONS AND MAY LIMIT YOUR RIGHTS AND LIABILITIES.
  1. 1.

    APPLICABLE TERMS

1.1 Applicable Terms.

This Agreement governs Customer’s use of Rocket.Chat's services. It consists of the following documents:
  • Customer Terms: These contain the general legal and commercial terms that apply to the use of Rocket.Chat Services, including Appendix 1 (Self-Hosted) and Appendix 2 (Cloud Hosting), which provide specific clauses that are applicable to the deployment method chosen by the Customer.
  • Terms of Use and Acceptable Use Policy: These documents describe what Users can and can’t do while using our Services. The Terms of Use are applicable to and bound to the End-Users. Customer's represents that it will provide the Terms of Use and Acceptable Use Policy to each of Customer’s End Users, and that Customer will obtain each End User’s acceptance of such terms.
  • Service-Specific Terms: These encompass any additional terms that apply to the use of our individual Service offerings, such as cloud services (i.g marketplace, push notification, etc) support, other add-ons.
  • Data-Specific Agreements: Depending on the location of the Customer and the applicable privacy regulations, Customer may be required to agree to a data agreement with Rocket.Chat. If you are required to agree to a data agreement with us, it will be added by reference to these terms. You can find information related to privacy agreements within Clause 6 (of this agreement) and in the Privacy Center.
  • Ordering Documents: If applicable, any Order Forms, Subscriptions or Statements of Work (each, an “Ordering Document”) entered between Customer and Rocket.Chat shall be attached to and made a part of the Agreement
The Terms of Use, Acceptable Use Policy, Service-Specific Terms, and Data Specific Agreement are referred to collectively as the “Additional Terms.”

1.2 Updates

We update the Customer Terms and Additional Terms from time to time. If you have an active Rocket.Chat subscription we will let you know when we update the terms via in-app notification (through the Workspace Admin account) or by email. Continued use of the Services after any updates become effective constitute Customer’s agreement to be bound by the revised Agreement. Thus, if Customer does not accept a change to any terms, Customer should stop using or accessing the Services.
  1. 2.

    SERVICES PROVIDED

2.1 Service Provided.

Upon acceptance of an Order Form or Subscription, Rocket.Chat will make the Services available to the Customer(s). The Services will continue for the Initial Term set forth in the Ordering Document and will be automatically renewed pursuant to Section 8.

2.2 Use of the Service.

Unless otherwise stated in the Service Specific Terms, the Customer is authorized to use the Service solely for its business purposes. Unless the parties have entered into an executed a Partner Agreement, Customer is expressly prohibited from sublicensing or reselling the Services to any third party. The Customer's right to use the Service is limited only to those expressly granted in the Agreement, including any Service Specific Terms. No other rights, except those explicitly granted in the Agreement, with respect to the Service or any related Rocket.Chat Intellectual Property shall be implied.

2.3 Services License Options.

Upon payment of all fees and subject to continuous compliance with this Agreement, Rocket.Chat hereby grants Customer a limited, non-exclusive, non-transferable license to access, use, and install (if applicable) the Services during the Term. For the avoidance of doubt, Customer may provide, make available to, or permit its End-Users to use or access the Services in whole or in part; provided that Customer shall be responsible for its End Users’ use of the Service. Customer agrees that Rocket.Chat may deliver the Services to the Customer with the assistance of its Affiliates, licensors, and service providers. During the Term, Rocket.Chat may update or modify the Services to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of a third-party program. Rocket.Chat’s updates or modifications to the Services will not materially reduce the level of performance, functionality, security, or availability of the Services during the Term.

2.4 Deployment Options.

Rocket.Chat offers two deployment options for its services: Self-Hosted or Cloud Hosting. It is important to note that there are specific Appendices in these Customer Terms that apply only to one type of deployment. Furthermore, the privacy handling also varies for each deployment option. Appendix 1 covers the Self-Hosted Specific Clauses, while Appendix 2 covers the Cloud Hosting option. For more details, please refer to these appendices and the Privacy Policy.

2.5 No-Charge Services.

Rocket.Chat may offer certain Services to Customers at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Products”). Customer use of No-Charge Services is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in these Customer Terms, the terms and conditions of these Customer Terms fully apply to No-Charge Services. We may modify or terminate your right to use No-Charge Services at any time and for any reason at our sole discretion, without liability to you. You understand that any pre-release and Beta Services and any pre-release and Beta features that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete, and will likely contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features, or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary in this Agreement, Rocket.Chat disclaims all representations, warranties, obligations or liabilities with respect to No-Charge Products, including any Support Services, warranty, and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, OUR MAXIMUM AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY RELATING TO ANY NO-CHARGE PRODUCTS WILL BE US$100.\
  1. 3.

    CUSTOMER OBLIGATIONS

3.1 Use Restrictions.

Customer may not (i) provide, make available to, or permit individuals other than its End Users to use or access the Services, the Software, or Documentation, in whole or in part; (ii) use the Services or Software to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party rights, including privacy rights; (iii) use the Services or Software to violate any rights of third parties; (iv) use the Services or Software to store or transmit malicious code, Trojan horses, malware, spam, viruses, or other destructive technology ("Viruses"); (v) interfere with, impair, or disrupt the integrity or performance of the Services or any other third party’s use of the Services or (vi) alter, circumvent, or provide the means to alter or circumvent the Services or Software, including technical limitations, recurring fees, or usage limits.

3.2 Administrators.

Through the Rocket.Chat Services, Customer may be able to specify certain End Users as “Administrators,” users who have important rights and controls over Customer’s use of Rocket.Chat Services and End User accounts. This may include entering into Ordering Documents for Rocket.Chat Services; creating, de-provisioning, monitoring, or modifying End User Accounts, and setting End User usage permissions; and managing access to Customer Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to Customer domain (which become “managed accounts”, as described in our Documentation). Without limiting Section 4.5 (Responsibility for End Users), which fully applies to Administrators, Customer is responsible any acts or omissions of its Administrators. Customer agrees that Rocket.Chat’s responsibilities do not extend to the internal management or administration of the Rocket.Chat Services for Customer.
Customer will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in the Agreement and the Privacy Policy; and (ii) Rocket.Chat’s provision of the Rocket.Chat Services to Administrators and End Users. Customer warrants that it has obtained all necessary consents from End Users for data collection, use, and processing.

3.4 User Terms of Service.

Rocket.Chat’s Terms of Use will be presented to End Users during the sign-up, account creation, and registration process for Rocket.Chat Services, as well as within the product itself, which End Users must agree to before they can access the Services. Certain Customers may have the option to put forth their own terms of use in addition to Rocket.Chat’s Term of Use. If Customer customizes the Rocket.Chat Services and adds terms of use on the login page, it is Customer's responsibility to ensure that each End User either (i) agrees to Rocket.Chat’s Terms of Use to End Users in addition to Customer’s terms of use; or (ii) to include Rocket.Chat’s Terms of Use and Acceptable Use policy content within its Customer’s terms of use, and to ensure that each End User agrees to Customer’s terms of use. Customer may add additional requirements into it terms of use and/or acceptable use policies, as long as such terms of use and acceptable use policies also comply with (and do not conflict with) the Rocket.Chat Terms of Use, Acceptable Use Policie and applicable regulations. Customers shall be responsible for any damages that may result from Customer’s failure to do so.

3.5 Responsibility for End Users.

Customer is responsible for understanding the settings and controls for each Rocket.Chat Services accessed by Customer and for controlling whom Customer allows to become an End User. Some Rocket.Chat Services may allow Customer to designate different types of End Users (for example, Rocket.Chat Software distinguishes between “Users” and “Guest user”), in which case pricing and functionality may vary according to the type of End User. Customer is responsible for compliance with this Agreement by all End Users, including for any payment obligations, as well as for all End Users’ activities of all your End Users, including Ordering Documents they may place and how End Users use or upload Customer Data, even if those End Users are not from Customer’s organization or domain.

3.6 White Label

Customer may have the option to 'white label' Rocket.Chat’s Services by rebranding the Rocket.Chat Services with Customer’s branding. By integrating any logo, name, branding or other indicia of origin (“Customer Marks”) into the Rocket.Chat Services, Customer hereby represents and warrants to Rocket.Chat that Customer is the sole and exclusive owner of all Customer Marks or that Customer has otherwise obtained all necessary rights, permissions and consents to integrate the Customer Marks in the Rocket.Chat Services. Customer shall indemnify, defend and hold harmless Rocket.Chat and its officers, directors, employees, shareholders and representatives, from and against any and all liabilities, losses, damages, causes of action or injuries, costs and expenses (including reasonable attorneys’ fees) in connection with third party claims arising from or related to a claim that Customer Marks violate or infringe a third party’s patent, copyright, trademark, trade secret or any other intellectual property rights.

3.6 Customer Data

Customer must not upload or otherwise make available to Rocket.Chat any Customer Data that: (a) constitutes an infringement, misappropriation or violation of any intellectual property rights, proprietary rights, rights of publicity, rights of privacy or any other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases or contract rights; (b) violates this Agreement; (c) is unlawful or violates any applicable laws, rules, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise illegal in any way; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service;; (f) is harmful to minors in any way; (h) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (g) causes Rocket.Chat to violate any applicable law, rule or regulation, including those regarding the export of technical data. Customer will use commercially reasonable efforts to detect, address, and (when appropriate) remove or otherwise remediate Customer Data that is in violation of Customer’s terms of use, consistent with Customer’s customary trust and safety practices and policies. \
  1. 4.

    SUPPORT SERVICES

4.1 General Support Services

Rocket.Chat may provide Support services to Customer as purchased by Customer and subject to the Agreement and applicable Ordering Document and Documentation.
Support Services are made available in accordance with the Support Level Agreement. Notwithstanding the foregoing, Rocket.Chat will have no obligation to support (a) services, hardware, or software not provided by Rocket.Chat; (b) Services issues caused by Customer’s negligence, abuse, or misapplication; or (c) Customer’s use of Services other than as specified in the Documentation.
Moreover, any support requests or other assistance requests that are outside the scope of the services the Customer has purchased, or deemed by Rocket.Chat to be out of scope, will be chargeable as Professional Services, subject to an executed Professional Services Master Agreement and applicable Statement of Work. Rocket.Chat shall have no obligation to provide any out of scope services unless and except to the extent the parties have executed a Professional Services Master Agreement and Statement of Work for such services.

4.2 Original Code Support

While Rocket.Chat is open source and allows for Customer modifications to its software, please note that our support services only apply to the original code published by Rocket.Chat in its own repositories, as outlined in the MIT License found at https://github.com/RocketChat/Rocket.Chat/blob/master/LICENSE.

4.3 Professional Services

Rocket.Chat will provide Professional Services to Customers in accordance with an agreed Statement of Work or any other form of documentation agreed to by the parties. The Professional Services Master Agreement will apply in addition to this Agreement and will govern the provision of the Professional Services.

4.4 Supported and running versions

RocketChat regularly updates its Services. We only support the Rocket.Chat versions that are within their support period, as stated in our Support Policy. Specifically for our Cloud Hosting, we automatically upgrade Rocket.Chat servers that stay within the supported version range and do not provide versions that are beyond their End of Life term. As a result, workspaces running on unauthorized versions beyond the Support Window will be subject to restriction or cancellation of services as explained here https://docs.rocket.chat/resources/rocket.chats-support-structure/enterprise-support-and-version-durability.
  1. 5.

    DATA; PROTECTION OF YOUR DATA.

5.1 Privacy

Our Privacy Policy governs the collection and use of data related to the use and performance of our products and Services. It is important to note that the type of data we collect may vary depending on the Customer's selected hosting and preferences. We collect and use all such data and information strictly in accordance with our Privacy Policy, which is hereby incorporated into this Agreement by reference.

5.2 Security.

We implement and maintain physical, technical, and administrative security measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications. You can find all relevant information related to security and privacy measures within our online Security Center.

5.3 Data Specific Agreements.

Rocket.Chat may handle personal data on behalf of the Customer. If Customer is subject to the General Data Protection Regulation “GDPR”, Customer has the right to request and receive the Rocket.Chat Data Processing Addendum. If Customer processes personal health information in the US or are subject to other privacy regulations, Customer may need to comply with specific requirements or enter into a data agreement with Rocket.Chat. Please visit Privacy Center to access the latest privacy agreement templates and to contact our Privacy team. When applicable, these agreements are incorporated by reference into this Agreement.
Customer is solely responsible for ensuring that all of its End Users meet the legal age requirements as defined in Rocket.Chat’s Terms of Use. In instances where the Customer's workspace involves hosting minors or processing their data, Customer represents and warrants that it has obtained parental consent for each minor who accesses the Services or whose data is processed via the Services. The Customer bears the exclusive responsibility for obtaining this consent, and Rocket.Chat holds no liability for ensuring access or compliance for minors. This obligation encompasses all aspects of data upload, access management, and any processing activities related to minors. Ensuring strict compliance with all applicable laws and regulations pertaining to the protection of minors' data is imperative for the Customer. Any failure to comply with this Section shall be the sole responsibility of the Customer.

5.5 Subpoenas.

We may be required to disclose Customer Data to comply with legal obligations, subpoenas, or court orders. However, we will make commercially reasonable efforts to notify Customer if legally permitted. For more information on how we handle law enforcement requests for access to Customer Data, please refer to Guidelines for Law Enforcement.
  1. 6.

    PROPRIETARY RIGHTS.

6.1 Ownership of Rocket.Chat Intellectual Property.

The Services, Software, and Documentation are licensed, not sold. Use of the term "purchase" in conjunction with licenses of the Services, Software, and Documentation shall not imply a transfer of ownership of any Rocket.Chat intellectual property, including the Services, Software and Documentation. Except for the limited rights expressly granted by Rocket.Chat to Customer in this Agreement, Customer acknowledges and agrees that all rights, titles, and interests in and to all copyright, trademark, patent, trade secret, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the Software, the provision of the Services or Software, and the Documentation, belong exclusively to Rocket.Chat or its suppliers or licensors. All rights, title, and interest in and to content, which may be accessed through the Services or the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives Customer no rights to such content, including the use of the same. All rights not expressly granted under this Agreement are reserved by Rocket.Chat.

6.2 Customer Feedback about Rocket.Chat Services.

Rocket.Chat is hereby granted a royalty-free, fully-paid, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into its products and Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or End Users relating to the Services, Software or Documentation. Rocket.Chat is not obligated to hold any feedback in confidence.

6.3 Ownership of Data

Rocket.Chat does not obtain ownership in Customer Data that is submitted to our Services or Software. For the purposes of this agreement, unless explicitly agreed otherwise between the Customer and the End User, the Customer acknowledges that when an End User submits content or information to the Services, such as messages or files, all such content and information is generally owned by the Customer. The Customer also has the option to incorporate terms within its own Terms of Service, thereby granting the Customer the right to use End User data.
  1. 7.

    FEES AND PAYMENT; TAXES.

7.1 Fees and Payment.

Fees will be due and payable as set forth on the applicable Ordering Document Form. Fees due to Rocket.Chat under these Terms are non-cancellable, and the sums paid are non-refundable and non-creditable, except as otherwise expressly provided in these Terms.

7.2 Late Payments.

Rocket.Chat may (i) suspend access to and performance of the Services for which payment is overdue until the overdue amount is paid in full, or (ii) otherwise terminate an applicable Ordering Document or this Agreement. Overdue payments will be subject to a late payment charge of the lesser of one and one-half percent (1.5%) per month (19.56% per annum) or the maximum rate allowed by applicable law. Customer will reimburse Rocket.Chat for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.

7.3 Taxes.

Unless it is stated otherwise in an Ordering Document, all fees are exclusive of taxes, and Customer shall pay or reimburse Rocket.Chat for all taxes arising out of transactions contemplated by this Agreement. As reasonably requested, Customer will provide documentation to Rocket.Chat showing that taxes have been paid to the relevant taxing authority. Customer hereby confirms that Rocket.Chat can rely on the name and address that Customer provide to Rocket.Chat when Customer agrees to the fees or in connection with Customer’s payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where Customer has established its business.

7.4 Adding Users, Add-ons, or Upsells.

Customer may add users, increase storage limits, or otherwise increase their use of Rocket.Chat Services by placing a new Ordering Document. Unless otherwise specified in the applicable Ordering Document, Rocket.Chat will charge Customer for any increased use at Rocket.Chat’s then-current rates prorated for the remainder of the then-current Term.

7.5 Fees, Audit, and Usage Data.

By default, Self-Hosted Rocket.Chat Services are configured to automatically report usage data to Rocket.Chat. In environments where automated reporting over the internet is not possible, usage data may be manually reported subject to a written agreement with Rocket.Chat, made at the time or in advance of an Ordering Document submission. Whether the Rocket.Chat Software and Services are Self-Hosted or otherwise, Rocket.Chat reserves the right to audit the Customer's usage of the Rocket.Chat Software and Services in order: (a) to verify that the Customer is in compliance with the terms of this Agreement; and/or (b) for billing purposes. Any usage data received by Rocket.Chat is solely related to the use of the Rocket.Chat Software and Services (including, but not limited to, delivering, enhancing, improving customizing, and supporting Customer's use of the Rocket.Chat Software and Services), for audit and billing purposes and is processed in accordance with the Rocket.Chat Policies and applicable data protection legislation.

7.6 Usage Data and Customer Obligations.

The Customer shall take all necessary steps to ensure that the process by which usage data is received by Rocket.Chat remains operational and shall not do anything that would interrupt, modify, or suppress data collection without Rocket.Chat’s prior written approval. In the event that Rocket.Chat permits the Customer to disable the data usage setting, or in the event that the data usage setting is not functional, it is the Customer's responsibility to report monthly usage statistics to Rocket.Chat in accordance with the guidance provided by Rocket.Chat in the applicable Documentation or Rocket.Chat Policy. In the event that Rocket.Chat believes that any Rocket.Chat Software and Services dependent on the collection of telemetry data are being misused, not used in the spirit of this Agreement, or the Customer's reporting is deficient (whether deliberately or otherwise), Rocket.Chat may, depending on the severity of the breach, suspend Customer’s access to the Rocket.Chat Software and Services with or without notice, and without liability to Customer.

7.7 Purchases through a Partner.

If Customer acquires Services through a Partner, all payment-related terms will be set forth in the applicable agreement between such Partner and Customer. Any agreement(s) Customer enters into with a Partner shall be between Customer and the Partner and shall not be binding upon Rocket.Chat.

7.8 No contingencies

Customer acknowledges that the Rocket.Chat Services referenced in an Ordering Documentare being purchased separately from any of Rocket.Chat other products or services. Payment obligations for any products or Services are not contingent on the purchase or use of any of other products (and for clarity, any purchases of Rocket.Chat Services are separate and not contingent on each other, even if listed on the same Ordering Document). Customer agrees that purchases are not contingent on the delivery of any future functionality or features (including future availability of any Products or Services beyond the current Term) or dependent on any oral or written public comments we make regarding future functionality or features.
  1. 8.

    TERM; TERMINATION.

8.1 Term.

Customer’s Ordering Document shall set forth the effective date (the “Effective Date”) and Initial Term of the Agreement. Unless expressly provided otherwise, the Initial Term is 12 months from Ordering Document’s Effective Date. The Initial Term will automatically renew for successive one-year periods (each, a “Renewal Term”) at the then-current rates unless either party gives the other party written notice at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term. The Initial Term and all Renewal Terms are referred to as the “Term.” to This Agreement shall be effective as of the Effective Date and will continue thereafter so long as one or more Ordering Documents remain in effect or until terminated by either party as outlined in this Section .

8.2 Termination for Cause.

Either party may terminate this Agreement and any associated Ordering Document immediately upon providing 30 days written notice to the other party in the event of a material breach of this Agreement, which includes, but is not limited to, failure to make timely payments or non-compliance with the restrictions outlined in this non-breaching (as detailed in Section 3). If such a material breach is not rectified within the cure period, the terminating party reserves the right to terminate the Agreement. Additionally, either party has the right to terminate this and all associated Order Forms immediately upon written notice under the following extreme circumstances: (i) the institution of insolvency, receivership, or bankruptcy proceedings by or against the other party (unless such proceedings are resolved within one hundred twenty (120) days of initiation); (ii) the other party making an assignment for the benefit of creditors; or (iii) the other party's dissolution or cessation of business operations without a successor.

8.2.1 Vendors and Third-Party Apps.

Where Rocket.Chat relies on third party providers to provide or support a Service or any function or feature relating to our Services (e.g. Apple for Apple Business Chat integrations), Rocket.Chat reserves the right to change, suspend, limit, or terminate your use of the applicable Services, function, or feature at any time immediately if (i) the third party providers revokes the status of Rocket.Chat as an intermediary to provide Customer such Service, function, or feature; or (ii) at the request of the third party provider, such requests being at the discretion of the third party provider, without notice or liability.

8.4 Effect of Termination or Expiration.

Termination or expiration shall not relieve Customer of the obligation to pay any fees or other amounts accrued or payable to Rocket.Chat, including fees for the remainder of the then-current Term. Except for Customer’s termination due to Rocket.Chat’s material, uncured breach, Customer must promptly remit all due and payable amounts for the remaining Term, without limiting Rocket.Chat’s other rights and remedies available under this Agreement or at law. Upon termination or expiration, Customer must cease all use of the Services, Software, and Documentation and destroy or return (upon request by Rocket.Chat) all copies of the Services, Software, and Documentation. Any obligations that have accrued prior to termination will survive termination of this Agreement.
  1. 9.

    REPRESENTATIONS AND WARRANTIES; COMPLIANCE

9.1 Representations and Warranties

Each party represents and warrants that: (i) such party has the full power and authority to enter into this Agreement; (ii) this Agreement is duly authorized by all necessary action and has been duly executed and delivered; (iii) such party is in compliance with all applicable law; and (iv) such party has not entered into any agreement with any other entity that contains restrictive provisions that may impair its ability to perform its obligations under this Agreement. The Customer warrants and represents all information the Customer provides to Rocket.Chat is current, complete, accurate, and any changes will be communicated to Rocket.Chat promptly.

9.2 Export Control Laws.

The Services, Software, and Documentation delivered to Customer under this Agreement are subject to export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside those jurisdictions. Customer shall abide by all applicable export control laws, rules, and regulations applicable to the Services, Software, and Documentation. Customer represents and warrants that (i) it is not located in or are not under the control of or a resident of any country, person, or entity prohibited from receiving the Services, Software, or Documentation due to export restrictions, and (ii) that Customer will not export, re-export, transfer, or permit the use of the Services, Software, or Documentation, in whole or in part, to or in any of such countries or to any of such persons or entities.

9.3 Anti-Bribery & Corruption.

Customer will not: (a) make any unlawful payments to any government official or employee; (b) make any unlawful payment to any person or unlawfully provide anything of value (whether as property, services, or in any other form) to any person for the purpose of obtaining an improper business advantage; or (c) agree, commit, or otherwise offer to undertake any of the foregoing actions in connection with this Agreement. Further, Customer represents and warrants that all at times during the Term, Customer will comply with applicable anti-bribery and anti-corruption laws.

9.4 Anti-Money Laundering.

Customer represents and warrants that all payments will be made by its legal entity as identified in the Agreement (or by its Affiliates) and that Customer will not misrepresent or attempt to conceal the identity of the party paying or any recipient(s) of the Services.

10. CONFIDENTIAL INFORMATION.

10.1 Confidential Information.

As used in this Agreement, "Confidential Information" means any nonpublic information or materials disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that the disclosing party clearly identifies as confidential or proprietary. For clarity, Customer Confidential Information includes Personal Data and Rocket.Chat Confidential Information includes the Services, Software, Documentation, and any information or materials relating to such (including but not limited to pricing). Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.

10.2 Protection of Confidential Information.

The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein. The restrictions will not apply to Confidential Information, excluding Personal Data, to the extent it (i) is (or through no fault of the recipient, has become) generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions; (iii) was known to the receiving party without such restrictions prior to receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement or access to or use of the Confidential Information.

10.3 Return and Destruction of Materials.

The receiving party will return to the disclosing party or destroy all Confidential Information of the disclosing party in the receiving party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the disclosing party upon the termination of this Agreement. The receiving party will certify in writing signed by an officer of the receiving party that it has fully complied with its obligations under this Section.

10.4 Disclosure of Confidential Information.

The receiving party may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. The parties agree that any breach of this Section 11 will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.

11. DISCLAIMER

THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED UNDER THE TERMS OF THIS AGREEMENT AND/OR APPLICABLE ORDERING DOCUMENT, INCLUDING HOSTED SERVICES, ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS.
EXCEPT AS SET FORTH EXPRESSLY IN THE AGREEMENT, ROCKET.CHAT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF YOUR DATA, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SERVICES, SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.\
ROCKET.CHAT DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT THE SERVICE WILL ALWAYS BE AVAILABLE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. ROCKET.CHAT DOES NOT MAKE ANY GUARANTEES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. ROCKET.CHAT SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD-PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SERVICES AND SOFTWARE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND WAIVES ANY RIGHTS AND CLAIMS AGAINST THE OTHER PARTY WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS AND SERVICES.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ( IN NO EVENT WILL ROCKET.CHAT AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF ROCKET.CHAT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED.\
UNDER NO CIRCUMSTANCES WILL ROCKET.CHAT’S TOTAL LIABILITY TO CUSTOMER, IN THE AGGREGATE, EXCEED THE GREATER OF (I) $100.00 OR (II) THE AMOUNTS PAID BY CUSTOMER TO ROCKET.CHAT IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW

13. INDEMNIFICATION.

13.1 Rocket.Chat Indemnification.

Rocket.Chat will indemnify, defend, and hold Customer harmless from any third-party claim brought against Customer that the Services, as provided by Rocket.Chat, infringe, or misappropriate any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party (an “Infringement Claim”), provided (i) use of the Services by Customer is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Services; and/or (iii) the infringement was not caused by a combination or use of the Services with products not supplied by Rocket.Chat. Rocket.Chat’s indemnification obligations are contingent upon Customer: (i) promptly notifying Rocket.Chat in writing of the claim; (ii) granting Rocket.Chat sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Rocket.Chat with reasonable assistance, information, and authority required for the defense and settlement of the claim. This Section states Rocket.Chat’s entire liability, and Customer’s be sole and exclusive remedy, with respect to any Infringement Claim.

13.2 Customer Indemnification.

Customer will indemnify, defend, and hold harmless Rocket.Chat and its Affiliates, and their directors, employees, and agents from and against any claims arising out of or due to: (i) any Customer Data; (ii) Customer’s and any of End Users’ breach of this Agreement; (iii) Customer’s and its End Users’ use of the Services, Software, or Documentation in violation of this Agreement, third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) Customer’s and its End Users’ misuse of the Services, Software, or Documentation.

14. GENERAL

14.1 Notices

Except as otherwise specified in the Agreement, all notices related to the Agreement will be in writing and will be effective upon (a) personal delivery, (b) the third business day after mailing, or (c) the day of sending by email. All notices from Customer pertaining to contractual or legal matters (i.e., breach of contract, termination, indemnifiable claims, etc.) must clearly be identified and marked as Legal Notices to the address listed below. Billing and other service-related notices to Customer will be addressed to the relevant billing contact designated by the Customer. All other notices to Customer will be addressed to the relevant workspace administrator designated by Customer.
Notice address for Rocket.Chat: Rocket.Chat Technologies Corp. Attn: Legal Department 251 Little Falls Drive, Wilmington, DE, 19808 [email protected]

14.2 Modifications.

Unless as otherwise set forth herein, this Agreement shall not be amended or modified by Customer except in writing signed by authorized representatives of each party.

14.3 Entire Agreement

The Agreement, including the Additional Terms and Ordering Documents, constitute the complete and exclusive agreement between the Parties. This Agreement takes precedence over any prior or contemporaneous agreements, proposals, or representations, whether written or oral, related to the subject matter. In the event of any conflict between the Customer Terms and any Additional Terms or Ordering Documents, the Customer Terms shall prevail, followed by any Additional Terms and, subsequently, any Ordering Documents. This order of precedence shall apply unless expressly stated otherwise or when a signed writing by duly authorized representatives of both parties provides an alternative arrangement.

14.4 Severability

The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

14.5 Waiver

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

14.6 Governing Law

This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with applicable law as below, based on the Customer’s location of domicile, without regard to any conflict of law provisions: \
Domicile of Customer
Rocket.Chat Contract Entity
Governing Law
Venue
United States and other Countries
Rocketchat Technologies Corp.
Delaware, United States
Delaware, United States
Brazil
Rocketchat Tecnologia LTDA
Brazil
Porto Alegre, Rio Grande do Sul
The Agreement, and any disputes arising out of or related hereto will be governed exclusively by the applicable governing law above. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.

14.7 Attorneys’ Fees.

If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

14.8 Dispute Resolution.

In the event of any controversy or claim arising out of or relating to the Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of sixty (60) days, either party may pursue relief as may be available under the Agreement pursuant to Section to Governing Law and Jurisdiction Sections. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

14.9 Injunctive Relief; Enforcement.

Notwithstanding the provisions of Dispute Resolution and Governing Law Sections hereunder, nothing in this Agreement will prevent Rocket.Chat from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.10 Force Majeure.

Neither party to this Agreement will be liable for delays or failures in performance under this Agreement (other than for payment obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, including acts of war, terrorism, acts of God, natural disasters (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), embargos, riots, sabotage, governmental acts, failure of the internet, power failures, energy interruptions or shortages, other utility interruptions, or telecommunications interruptions. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.\

14.11 Independent Contractor.

This Agreement do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Rocket.Chat, its personnel, agents, subcontractors, and independent contractors are not employees or agents of Customer and are acting as independent contractors with respect to Customer. Neither party is, nor will be, considered to be an agent; distributor; partner; joint venture; or representative of the other party for any purpose, and neither party will have the authority to act on behalf of, or in the name of, or to bind, the other party in any manner whatsoever.

14.12 Third Party Rights.

Other than as expressly provided herein, the Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

14.13 Assignment.

You may not assign any of your rights or delegate your obligations under the Agreement, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign this Agreement in entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

14.14 Survival

All provisions of this Agreement relating to confidentiality, non-disclosure, intellectual property, disclaimers, limitation of liability, indemnification, payment, governing law and any other provisions which must survive in order to give effect to their meaning shall survive the termination of this Agreement.

14.15 Language.

If this Agreement is translated into a language other than English and there are conflicts between the translations of this Agreement, the English version of this Agreement shall prevail and control.

14.16 Headings.

Paragraph headings are for convenience and shall have no effect on interpretation.

14.17 Definitions

Affiliates means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Your Affiliates may use the license granted hereunder. All references to Rocket.Chat shall be deemed to be references to Rocket.Chat and its Affiliates.
Authorized Partner means an authorized Rocket.Chat reseller, distributor, or managed service provider through which Customer may acquire the Subscription Services and/or Professional Services.
Beta Services means the second phase of software testing in which a sampling of the intended audience samples a service prior to its general release where Customer, in return, provides Rocket.Chat feedback about the Beta Services.
Customer Data or Data means data, files, or information, including data, files, or information that include Personal Data, accessed, used, communicated, stored, or submitted by Customer or End Users related to Customer or End User’s use of the Services or Software.
Devices means (whether physical or virtual) a server, system, workstation, computer, mobile device, or endpoint upon which or through which the Services are used and/or on which the Software is installed.
Documentation means the official user documentation prepared and provided by Rocket.Chat to Customer on the use of the Services or Software (as updated from time to time). For the avoidance of doubt, any online community site, unofficial documentation, videos, white papers, or related media, or feedback do not constitute Documentation.
End User means an individual authorized by Customer to use the Services, Software, and Documentation.
Order Form means the Rocket.Chat ordering document for sales assisted purchases that specifies Customer purchase of the Services, pricing, and other related information.
Personal Data means any information that can be used to identify an individual as that term is defined under applicable law, which may include EU’s "General Data Protection Regulation" (“GDPR”) as and if applicable.
Professional Services means any professional services, including but not limited to implementation and installation services, managed services, consultancy services, integration assistance as agreed upon by the parties and set forth in a Statement of Work or Order Form.
Services means the products and Software services, including any support and application programming interface that accesses functionality, that is purchased by Customer via an Ordering Document provided to the Customer by Rocket.Chat.
Software means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
Statement of Work means a document outlining the project's scope, objectives, tasks, and deliverables. It serves as a formal agreement between the parties for the execution of professional services.
Subscription, if applicable, refers to the Customer's online order specifying Rocket.Chat's software and services, the number of users, and associated fees.
Support Services means the standard support maintenance or support provided by Rocket.Chat or its designated agent as set forth in this agreement and the specific support documentation. Rocket.Chat may offer different types of support, including documentation support and specific support plan offerings. For detailed plans and documentation, please refer to the Support Level Agreement.
Taxes means any sales, VAT, use, and other taxes (other than taxes on Rocket.Chat’s income), export and import fees, customs duties and similar charges imposed by any government or other authority.

Contacting Rocket.Chat

Please also feel free to contact us if you have any questions about this Agreement.
You may contact us at [email protected] or at our mailing address below:
Rocket.Chat Technologies Corp. 251 Little Falls Rd Wilmington, DE, 19808 USA

Appendix 1

Self-Hosted Terms

Self-Hosted Terms
With respect to Customer’s purchase and/or use of the Self-Hosted Software, the following additional terms shall apply.
  1. 1.

    CUSTOMER DATA

1.1 Customer Data Management

Customer is responsible for maintaining and protecting backups of Customer Data directly or indirectly processed using the Services and Software. Rocket.Chat is not responsible for the exportation of, the failure to store, the loss, or the corruption of Customer Data. Customer shall inform its End Users that any Customer Data that the End User uploads to the Services should be maintained and protected in a location other than the Services. Customer hereby represents and warrants that it has received required consent, licenses and permission to upload any Customer Data to the Services.
Customer agrees that Rocket.Chat and its Affiliates may process configuration, performance, usage, and consumption data about Customer and its End User's use of the Services and Software to assist with the necessary operation and function of the Services and Software and to improve Rocket.Chat products and Services (“Usage Data”). Rocket.Chat’s use of Usage Data shall be subject to Rocket.Chat’s Privacy Policy. All right, title and interest in and to the Usage Data shall be owned exclusively by Rocket.Chat.

1.2 Protection of Personal Data.

Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical, and organizational measures that ensure an appropriate level of security for Confidential Information and Personal Data. Customer is responsible for ensuring that the security of the Services is appropriate for its intended use and the storage, hosting, or processing of Personal Data. Information on how Rocket.Chat protects Personal Data is in Rocket.Chat’s Privacy Policy.

Appendix 2

Cloud Hosting Terms

With respect to Customer’s purchase and/or use of the Services on a Cloud Hosting structure, the following additional terms shall apply.
  1. 1.

    CUSTOMER DATA

1.1 Customer Data.

Customer hereby grants to Rocket.Chat a non-exclusive, royalty-free, perpetual, worldwide license to use, host, store, reproduce, modify, create derivative works (e.g., as translations, adaptations, or other changes we make so that the content in question works better with the Services), communicate, publish, perform, display and distribute Customer Data, to the extent reasonably necessary to carry out its obligations under the Agreement. Customer represents and warrants it has the right to grant this license and has obtained any necessary consent from its End Users and third parties regarding such Customer Data. The rights granted in this license are for the limited purpose of providing, operating, and improving the Services and developing new services. We may also access Customer accounts, End User accounts, and your Cloud Services with End User permission to respond to support requests.

1.2 Data Management

Customer can access, import, and export all Customer Data, including private channels and direct messages, through account preferences panel. Additionally, Customer may request the deletion of account(s), which will result in removing all Customer Data, including messages the Users have previously sent, as well as their personal information, including names and email addresses.

1.3 Data Retention and Deletion

Customer further acknowledges and agrees that Customer will retrieve its Data or copies of its Data from Rocket.Chat within thirty (30) business days of the termination or expiration of this Agreement Terms. Unless in accordance with our internal policies, contractual, legal, or other obligations, Customer acknowledges and agrees that Rocket.Chat has the right to delete Customer Data, including all copies, after such thirty-day period. Customer Data, once deleted, will not be able to be recovered.

1.4 Data Portability

As part of our Cloud Hosting, we provide data portability to our customers in accordance with the GDPR, LGPD, and other applicable data protection laws. Please be aware that Data Migration services are not included in our Cloud Hosting and must be purchased separately as Professional Services.
If you require assistance migrating data from or to another service provider or system, Rocket.Chat can provide a separate quote for these services. Please contact our customer support team (via your Zoho Desk Portal or email [email protected]) for assistance or more information.

1.5 Removals and Suspension.

We have no obligation to monitor any content uploaded to the Cloud Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Customer Data from the Cloud Services or (2) suspend or terminate Customer access to the Cloud Services. We will use reasonable efforts to provide advance notice of removals and suspensions when practicable. Nonetheless, if we determine, in our sole discretion, that your actions endanger the operation of the Cloud Services or other users or subject Rocket.Chat to any liability; we may suspend your access or remove Customer Data immediately without notice. We have no liability to Customer for removing or deleting Customer Data from or suspending Customer’s access to any Cloud Services as described in this Section.

1.6 Customer Data Compliance Obligations.

Customer, and Customer’s use of Cloud Services (including use by its End Users), must always comply with this Agreement, any applicable terms of service, the Acceptable Use Policy, and all applicable laws.
Customer represents and warrants that
(i) Customer has obtained all necessary rights, releases, and permissions to submit all Customer Data to the Cloud Services and to grant the rights granted to us in this Agreement; and (ii) Customer Data and its submission and use as Customer authorize in these appendices will and do not violate (1) any applicable laws, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of Customers or third-party policies or terms governing Customer Data.
Besides our express obligations under the Agreement, we assume no responsibility or liability for Customer Data. Customer is solely responsible for its Customer Data and the consequences of submitting and using it with the Cloud Services.
  1. 2.

    SERVICE REQUIREMENTS

2.1 Environment requirements.

The Customer acknowledges and agrees that it is their responsibility to ensure that the selected deployment option is compatible with their environment and meets their security and data protection requirements. Rocket.Chat shall not be liable for any issues arising from the Customer's choice of deployment option that may result in compatibility or security concerns.

2.2 License Requirements for Cloud Hosting

The provision of Cloud Hosting is contingent upon the maintenance of active Rocket.Chat Commercial License. In the event that the Commercial license is canceled, the Customer will become ineligible for Cloud Hosting. Additionally, any changes to the Commercial license may result in the repricing of Cloud Hosting to account for those changes, such as an increase or decrease in User licenses.

2.3 Recovery Time Objective and Incident Point Objective:

Rocket.Chat maintains a Recovery Time Objective (RTO) and an Incident Point Objective (IPO) as specified in the Cloud Hosting Service Level Agreement (SLA). Rocket.Chat will take reasonable measures to ensure that the Cloud Hosting will be available to the Customer under the terms and conditions of the SLA. Customer acknowledges that there may be instances where the Cloud Hosting is unavailable due to circumstances beyond Rocket.Chat's control or Force Majeure, including but not limited to acts of God, natural disasters, and service interruptions caused by telecommunications providers. Rocket.Chat will make commercially reasonable efforts to restore Cloud Hosting as swiftly as possible in the event of an outage.

2.4 Security Updates

Rocket.Chat​​ reserves the right to apply security patches to all workspaces operating on any Cloud Hosting without prior notice to ensure each hosted workspace's security.

2.5 Customer Integration.

The Customer may integrate their own software, applications, or other technologies with the Cloud Hosting, subject to the following conditions: (a) The integration must comply with the Cloud Hosting technical requirements and specifications, as outlined in the documentation provided by Rocket.Chat. (b) The Customer is solely responsible for ensuring the compatibility and functionality of their own software, applications, and other technologies with the Cloud Hosting. (c) Rocket.Chat is not responsible for any issues or errors arising from the Customer's integration with the Cloud Hosting, including but not limited to security breaches, data loss, or downtime. (d) The Customer agrees to indemnify and hold Rocket.Chat harmless against any damages, losses, or claims arising from their integration with Cloud Hosting. (e) Rocket.Chat reserves the right to suspend or terminate the Customer's access to the Cloud Hosting if their integration causes harm or disruption to the Cloud Hosting or other customers.

2.6 Hosting Provider

The selection of Hosting Providers available to the Customer is contingent upon location and market availability. Rocket.Chat shall not be under an obligation to maintain the same Hosting Provider throughout the duration of the Cloud Hosting Term. However, in the event that Rocket.Chat determines it necessary to change the Hosting Provider, Rocket.Chat will provide the Customer with prior notice and extend reasonable assistance in migrating Customer data to the new Hosting Provider. It is important to note that any such change shall not have a material adverse impact on the Services provided by Rocket.Chat to the Customer.

2.7 Usage Limits

As outlined in the Cloud Hosting Service Level Agreement (SLA), certain usage limits within Cloud Hosting may vary depending on the contracted Service. The Customer acknowledges that they have access to these usage limits and should actively monitor them. Rocket.Chat reserves the right to charge additional fees if these limits are exceeded. The Customer also acknowledges that exceeding these usage limits may affect the availability of the Cloud Hosting provided.

2.8 Uptime Target SLA.

The Customer acknowledges that any requested deviations from the reference architecture will automatically void the uptime target SLA.

2.9 Updates.

Rocket.Chat reserves the right to perform automatic updates and upgrades to cloud-hosted workspaces. These automatic changes may apply to Customer's workspace(s) depending on the chosen cloud tier, which will be detailed in the applicable Ordering Document.
In any case, Rocket.Chat reserves the right to perform updates and patches to all cloud-hosted workspaces within Rocket.Chat, without prior notice, to ensure the security of the workspace and the protection of Customer data. This applies to all Cloud Hosting tiers.
Rocket.Chat versions receive support for six months after release.