Effective date: March 3rd, 2021
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities pertaining to Rocket.Chat Services (the "Services"), such as Rocket.Chat Cloud Hosting, Support Plans, Marketplace or any other services we may provide to you, the customer. Some sections of these Customer Terms only apply to specific Services, as indicated by the headings of the respective paragraph. These Customer Terms do not apply to on-premises installation of Rocket.Chat. Please read the Customer Terms carefully and note that these Customer Terms include auto-renewal provisions and may limit your rights and liabilities.
“Rocket.Chat,” “we,” “us,” or “our” means Rocket.Chat Technologies Corp. “Customer”, “you” or “your” means the Customer indicated below, including its users, as applicable.
These Customer Terms form a part of a binding "Contract" between Customer and Rocket.Chat, and apply to any Services you order, subscribe to, activate, or use.
"Customer" is the organization that you represent in agreeing to the Contract. If your Instance is being set up by someone who is not formally affiliated with or employed by an organization, Customer is the individual creating the Instance. When you create an Instance, invite users, or use or allow use of that Instance after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding, and you represent and warrant that you do.
When a Customer or any of its users submit content or information to the Services, such as messages or files (“User Data”), the Customer retains ownership of any intellectual property rights in that content.
With regards to Services operated directly by Rocket.Chat:
Rocket.Chat may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate this workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Data.You may access, import, and export all your User Data, including private channels and direct messages through your account preferences panel. You may also request that your account is deleted, together with all the messages you have previously sent and your personal information, such as names and email addresses.
You (in case of a natural person) represent that you are over the legal age. You may not sign-up, access or use the Services for any purpose if the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
Your Users may be above or under the legal age, as per Your determination. You are responsible to comply with applicable laws regarding the minimum age for Your Users , depending on the context you allow them to access or use the Services.
Duties and Unacceptable Conduct
You agree to abide by the following list of duties and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access.
comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
upload and disseminate only Customer Data to which you own or have all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
keep passwords and all other login information confidential;
monitor and control all activity conducted through your account in connection with the Services;
use the proper functions that come with your account to interact with your workspace and subscription (e.g. renewal and cancellation of workspace), or - in emergency case these are not available to you - you must properly identify yourself to us before we can make these changes for you. We cannot make these changes just by receiving an email alone.
promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
comply in all respects with all applicable terms of the third party applications that you access or subscribe to in connection with the Services.
You may not:
share, transfer or otherwise provide access to an account designated for you to another person;
use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Rocket.Chat or any third party;
attempt to reverse engineer, decompile, hack, disable, interfere with, modify, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
send unsolicited communications, promotions or advertisements, or spam;
place any advertisements within a Rocket.Chat client;
send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
use contact or other user information obtained from the Services (including email addresses) to contact Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Users for use outside of the Services; or
authorize, permit, enable, induce or encourage any third party to do any of the above.
API Fair Use Many of our services work via API calls managed under a central infrastructure of us. You may not place excessive API calls or otherwise deliberately try to overburden this API system. We may throttle your use of the APIs in case we deem it necessary to facilitate an overall acceptable service level across our infrastructure (e.g. such as in the case of continued, excessive API usage). We may monitor use of the APIs for compliance with these rules, and we may deny you access to the API or shut down your Integration if you try to go around or break the policies we set. If your Order Form includes a defined API limit or minimum, then the Order Form controls.
Limitation of Liability
If we believe that there is a violation of the Customer Terms or any of our other policies that can simply be remedied by removal of certain Customer Data or taking other action, we may directly step in and take what we determine to be appropriate action (including disabling your account) if we believe there is a credible risk of harm to us, the Services, Users, or any third parties. To the maximum extent permitted by law, Rocket.Chat offers the Services and Products “AS IS” and “AS AVAILABLE”, and Rocket.Chat hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY FOR ANY BREACH OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICE IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE OR THE AMOUNT YOU PAID US DURING THE PRIOR 12 MONTHS. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Email and Rocket.Chat Messages
Except as otherwise set forth herein, all notices under the Customer Terms will be by email, although we may instead choose to provide notice to Customers through the Services (e.g., a bot notification). Notices to Rocket.Chat should be sent to firstname.lastname@example.org. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services.
When Customer orders, activates, subscribes to, or uses any Services, such Services will be subject to an initial subscription term or period (the “Initial Subscription Period”) and any renewal terms or periods applicable thereto (collectively, the “Subscription Period” or “Order Term”); unless expressly provided otherwise, the Initial Subscription Period is 12 months from the initial order, activation, subscription, or use date and automatically renews for successive 12 month periods thereafter, unless terminated or not renewed in accordance with these Customer Terms. If you do not want to renew, you must following our non-renewal processes and stop using the applicable Services.
These Customer Terms will begin on the Effective Date and will continue thereafter so long as one or more Subscription Period(s) remain in effect or until terminated by either party as outlined in this Section (the "Term").
a. For Convenience. You may terminate these Customer Terms for your convenience at any time upon 30 days' written notice to Rocket.Chat, provided that You have paid all fees up to and including the last day of the then current applicable Subscription Period(s) in effect prior to termination and regardless of the date of your notice of termination or use of the Services. Your pricing is based on the Subscription Period, and early termination does not relieve you of your obligations to pay for the full Subscription Period even if you terminate or do not use the Services for the entire Subscription Period, unless expressly agreed otherwise.
b. For Cause. Either party may terminate these Customer Terms or any Subscription Period immediately upon 30 days’ written notice to the other party in the event of any material breach of this Agreement (including without limitation, any failure to pay any amounts when due hereunder, your failure to comply with restrictions under this Agreement) by such party where such material breach is not cured during such notice period. Either party may also terminate these Customer Terms and all Subscription Periods, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.
Refund Policy. You are entitled to a full refund of pre-paid fees if you terminate your Initial Subscription Period within 30 days of the start of such Subscription Period. You are also entitled to a refund in the event that You terminate pursuant to a material uncured breach by Rocket.Chat. In the foregoing cases, Rocket.Chat will refund You a pro-rated portion of pre-paid Fees for Services not actually made available or received by You as of the date of such termination as your sole and exclusive remedy for such termination. Except as expressly provided otherwise, all fees and amounts are non-refundable and non-cancellable.
Effect of Termination or Expiration. Unless You are entitled for a refund as described above, Termination or expiration shall not relieve You of the obligation to pay any fees or other amounts accrued or payable to Rocket.Chat including fees for the remainder of the Subscription Period(s) after an earlier termination. If Rocket.Chat terminates for cause, Customer will immediately pay all amounts due and payable for the remainder of the Subscription Period(s) without limiting Rocket.Chat’s other rights and remedies. Without prejudice to any other rights, upon termination, You 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. You further acknowledge and agree that You will retrieve Your User Data or copies of Your User Data from Rocket.Chat within thirty (30) business days of the termination or expiration of these Customer Terms. Unless in accordance with our internal policies, contractual, legal, or other obligation, You acknowledge and agree that Rocket.Chat has the right to delete Your User Data, including any and all copies thereof. Your User Data, once deleted, will not be able to be recovered.
As our business evolves, we may change these Customer Terms. If we make a material change to the Customer Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Customer Terms at any time by visiting this page. Any material revisions to these Customer Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
No failure or delay by either party in exercising any right under the Customer Terms will constitute a waiver of that right. No waiver under the Customer Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Customer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Customer Terms 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 Customer Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these Customer Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Customer Terms in their 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.
Governing Law; Venue; Waiver of Jury Trial; Fees
The Customer Terms, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. In any action or proceeding to enforce rights under the Customer Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Rocket.Chat Marketplace; Specific Provisions Rocket.Chat Marketplace is an online marketplace for plugins, addons and extensions ("Apps") that work with Rocket.Chat´s products. The following sections govern specific provisions regarding the Marketplace in the context of these Customer Terms.
App Listing The listing for each App will identify the provider of the App (“Vendor”), which may be Rocket.Chat or a third party. Apps for which Rocket.Chat is the Vendor are "Rocket.Chat Apps,” and Apps for which the Vendor is a third party are “Third Party Apps”.
Orders You can place Orders on the Marketplace. Your Order will identify the Vendor, your authorized scope of use of the App and license or subscription term, as applicable. For any Third Party App, you agree that Rocket.Chat is the Vendor’s commercial agent and that you are required to make any related payments directly to Rocket.Chat, except where Third Party Apps may be enabled or paid for through a third party Vendor’s own website and this is indicated in the App listing. Once you complete your Order, Rocket.Chat will provide you with access to the applicable Apps. Apps are provided on a license or subscription basis and you do not acquire any ownership rights in the Marketplace or the Apps. You may terminate your Order of an App under these Terms, for no reason or any reason, by providing notice of termination to us no later than fourteen (14) days after the Order date for such App. In the event you terminate your initial Order, we will refund you the amount paid under the Order for that App. This termination and refund right applies only to your initial Order of the App and only if you exercise your termination right within the period specified above, and does not apply to Additional Services or anything else. The Marketplace may also offer free trial periods for Apps. After expiration of the trial period, if you do not place an Order for the App, the App will cease to function and you must cease using and delete your copies of the App.
Responsibilities You represent and warrant that you have all necessary authority to enter into and be legally bound by these Customer Terms, Vendor Terms, to place any Orders and to authorize Vendors to access and use your data and information.
Marketplace Disclaimers and Liability Third party Vendors are solely responsible for their Apps and any related content or materials included in their Apps. Rocket.Chat has no liability or responsibility whatsoever for any Third Party Apps, even if Rocket.Chat has reviewed, certified, or approved the Third Party App. Any use of Third Party Apps is at your sole discretion and risk. Vendors are solely responsible for the information they provide. At any time, Rocket.Chat may remove an App from the Marketplace in accordance with applicable policies, and Vendors may also update, modify or remove their own Apps at any time. Rocket.Chat makes no guarantee that any Apps will work properly with Rocket.Chat Products as they change over time.
Please also feel free to contact us if you have any questions about Rocket.Chat’s Customer Terms. You may contact us at email@example.com or at our mailing address below:
Rocket.Chat Technologies Corp. 251 Little Falls Rd Wilmington, DE, 19808 USA