This License Agreement applies to Licensees who accept it through the English-language Website or the Platform in English. It is governed by the laws of the State of Florida and applicable U.S. federal law (see Section 9). The Russian-language Website has its own separate license agreement, which does not apply to you.
ROBOCLAIM LLC, a Florida limited liability company, address: 16900 N Bay Rd, Apt 2209, Sunny Isles Beach, FL 33160, USA (the “Licensor”), acting through its Manager, on the one hand, and any individual and/or legal entity (organization) that has accepted the terms of this License Agreement (the “Licensee”) (the “Agreement”), together the “Parties”, have concluded this Agreement as follows.
1. Terms and definitions
1.1. Software (Program) — the online computer program “ROBOCLAIM Software Suite” (registered computer program, certificate No. 2020615962) (the “Program”).
1.2. Technology product — a cloud platform (the ROBOCLAIM hardware and software complex) for automating accounts receivable collection using machine learning and artificial intelligence. “You”, “User” — any individual and/or legal entity that has acquired the software for its own use and not for resale.
1.3. Registration page — the web page at https://app.urrobot.tech used for the initial registration of the Licensee (account creation) and designation of its Main Administrator.
1.4. Account — the Licensee’s account containing information about the Licensee necessary for its identification.
1.5. Main Administrator — the Licensee’s account with the highest rights in relation to other Users’ accounts. The login and password are sent to the e-mail address specified at registration.
1.6. User — an individual to whom the Main Administrator has granted access to the Program by creating a User account with login, password and rights determined by the Main Administrator.
1.7. Control panel — the Program’s user interface for information and reference services, containing tools for the Licensee to manage the Program and account settings.
1.8. Billing period — the calendar month in which the Program is used.
1.9. Services — the list of actions actually performed in the Program.
1.10. Pricing plan — the list and prices of Services selected by the Customer on the Contractor’s website and/or sent to the Customer in a commercial proposal.
1.11. Debtor account (personal account) — the Debtor’s record in the ROBOCLAIM complex used to keep data on operations and debts related to the status of court and enforcement proceedings.
1.12. Debtor — an individual or legal entity with accounts receivable owed.
1.13. Minimum volume — the minimum number of debtor accounts processed with the Program during a billing period.
1.14. Data register (Register) — a package of information about a Debtor transferred by the Customer to the Contractor via API.
1.15. Trial (pilot) period — a period of up to 30 (thirty) calendar days during which the Licensor allows the Licensee to use the Program with a limited number of processed personal accounts (maximum 100 (one hundred)), excluding mobile carrier services, property registry extracts and postal services.
1.16. License — the right to use the Program within the scope and limits set by this Agreement on the terms of a simple (non-exclusive) license, with the Licensor retaining the right to grant licenses to others.
1.17. Offer — this document “License Agreement – Offer”, the Licensor’s public proposal to individuals or legal entities to conclude a license agreement on the terms set out herein.
1.18. Acceptance — the Licensee’s full and unconditional acceptance of the Agreement. Acceptance is continuing the registration in the software by ticking “Accept”. Upon acceptance, the Agreement is a binding contract formed electronically. In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transaction Act as adopted in Florida (Fla. Stat. § 668.50), the Licensee’s electronic acceptance has the same legal effect as a handwritten signature and satisfies any requirement that the Agreement be in writing.
1.19. Partner — a legal entity granted by the Licensor the right to distribute and otherwise use the software for resale.
1.20. Terms not defined in clauses 1.1–1.19 are interpreted first in accordance with the laws of the State of Florida and applicable U.S. federal law, then as defined at https://app.urrobot.tech, then according to established practice on the Internet.
2. Subject matter
2.1. The Licensor undertakes to grant the Licensee the right to use the Program solely within its functionality on the terms of a simple (non-exclusive) license during the term of the Agreement in the United States and in other countries where such use is lawful, and the Licensee undertakes to pay the Licensor a fee according to the plans published on the Licensor’s website or specified in a commercial proposal sent by the Licensor.
2.2. The right to use the Program is limited by the number of services ordered by the Licensee.
2.3. The Program is a result of intellectual activity and an object of copyright as a computer program, protected by the copyright laws of the United States and other countries and by international treaties. The exclusive rights to the Program belong to the Licensor’s licensor, URROBOT LLC (Russia). The Licensor makes the Program available under a license from URROBOT LLC and holds all rights necessary to grant the Licensee the right to use it under this Agreement. Intellectual property in the Program belongs to the Licensor or its licensors.
2.4. Neither the Licensee nor others with its assistance may copy or modify the Program or its parts; create other software based on it; penetrate the software to obtain program code or other unauthorized access to data; analyze, decompile or test the Program; sublicense, sell, lease or transfer to third parties any rights to the software and the Program; modify the Program, including to obtain unauthorized access to it, or remove (circumvent) technical protection (control) measures, as applicable.
2.5. This Agreement does not grant the right to use any trademarks (service marks) registered by the Licensor.
2.6. If the Licensee obtained the right to use the software under another license agreement with the Licensor or a Partner, the rights are granted in the scope and on the terms of that agreement.
2.5 (sic). The fee for the use of the software is paid in accordance with separate agreements between the User and the Company or its Partner.
2.6 (sic). The Licensee consents to the Licensor using the Licensee’s logo, trademark and trade name published on the Licensee’s official website and/or to which the Licensee holds exclusive rights, for the Licensor’s marketing purposes to confirm that it has performed work for the Licensee, and for sending advertising and information materials by short text messages, including obtaining alphanumeric sender IDs from mobile operators.
3. License fee and payment
3.1. For the right to use the Program the Licensee pays the Licensor a monthly license fee according to the selected pricing plan.
3.2. The right is granted subject to full prepayment of the fee for the billing period.
3.3. The fee is paid in the currency stated in the invoice or commercial proposal by bank transfer to the Licensor’s bank account. Prices on the English-language Website are shown in U.S. dollars and exclude taxes; the Licensee is responsible for any sales, use, withholding or similar taxes and bank charges, other than taxes on the Licensor’s income.
3.4. Payment is deemed made when funds are credited to the Licensor’s account. In some cases, at the Licensor’s discretion, provisional proof of payment may be a copy of the payment order with the bank’s mark or a copy of the receipt stamped by the bank. In the absence of timely payment the Licensor may suspend the right of use.
3.5. The fee for the first billing period is paid within 10 (ten) business days from acceptance.
3.6. Registration of the Licensee’s sender name with mobile carriers under clauses 4.2.11 and 5.2.5 is carried out at the mobile carriers’ rates. 3.6.1. It is paid in advance in accordance with Section 3.
3.7. Unused prepaid amounts are not carried over to the next billing period.
3.8. For a one-off payment for 3 billing periods the Licensor grants a 5% discount. 3.9. For 6 billing periods — 10%. 3.10. For 12 billing periods — 15%.
4. Rights and obligations of the Licensor
4.1. The Licensor undertakes to: 4.1.1. grant the right to use the Program within 5 (five) days after receipt of funds in accordance with clause 3.5; 4.1.2. update the Program in a timely manner as required for its operation; 4.1.3. upload the data provided by the Licensee no later than 21 (twenty-one) days after it is provided; 4.1.5. perform the actions necessary for the Program to function during the term of the Agreement, including scheduled maintenance and work caused by hardware and software failures; 4.1.5.1. give at least 24 (twenty-four) hours’ notice of scheduled downtime by e-mail; 4.1.6. advise the Licensee on business days from 10:00 to 19:00 by the phones listed on the Licensor’s website, by e-mail support@urrobot.tech or through the request system.
4.2. The Licensor may: 4.2.1. suspend the right of use by blocking the Licensee’s accounts if the Licensee breaches the Agreement, including payment terms; 4.2.2. send information and advertising messages to Users electronically about improvements, new functionality, changes in the Licensor’s details, etc.; 4.2.3. at its discretion provide a free trial period of 1 (one) calendar month with up to 100 (one hundred) personal accounts, excluding mobile carrier services, property registry extracts and postal services; 4.2.4. partially restrict functionality if the Licensee’s Balance is insufficient to pay for Services until it is topped up; 4.2.5. refuse a repeated free trial; 4.2.6. restrict individual actions of the Licensee that threaten the normal operation of the Program; 4.2.7. request additional information if there are doubts about the accuracy of the data provided; 4.2.8. cancel the Licensee’s registration and suspend the right of use if inaccurate data was provided; 4.2.9. temporarily suspend the right of use if the Program is used for unlawful purposes harming third parties, if the Licensee breaches the Agreement (including payment terms), or in cases required by applicable law; 4.2.10. delete the Licensee’s account and data 12 (twelve) months after the last visit by any User or after the Agreement ends; 4.2.11. register the Licensee’s sender name with mobile carriers if necessary; 4.2.12. adjust the pricing plan after notifying the Licensee via the website and/or notices; changes take effect 1 (one) calendar month after publication/notification.
5. Rights and obligations of the Licensee
5.1. The Licensee undertakes to: 5.1.1. respect the Licensor’s copyright; 5.1.2. use the Program only within the limits of the Agreement; 5.1.3. pay the fee on time in accordance with Section 3; 5.1.4. comply with applicable privacy and data protection laws when collecting and processing personal data with the Program, including, where applicable, the California Consumer Privacy Act (CCPA, as amended by the CPRA), the Gramm-Leach-Bliley Act and state privacy laws; 5.1.5. keep its login and password confidential, bear the risk of their loss and notify the Licensor immediately of any security breach involving the Account; 5.1.6. provide accurate data at registration and in the Control panel; 5.1.7. comply with this Agreement, the Terms of Use and the Privacy Policy; 5.1.8. not use the Program to violate applicable law or to harm the Licensor or third parties; 5.1.9. not transfer its rights under the Agreement to third parties; 5.1.10. inform the Licensor immediately of known infringements of the Licensor’s rights to the Program; 5.1.11. remedy breaches within 1 (one) month after notice in case of suspension under clause 4.2.9.
5.1.12. Collection law compliance. The Program is a software tool; the Licensor is not a debt collector, collection agency or law firm and does not collect debts on the Licensee’s behalf. The Licensee is solely responsible for ensuring that its collection activities and communications with Debtors carried out with the Program comply with applicable law, including, where applicable, the Fair Debt Collection Practices Act (FDCPA, 15 U.S.C. § 1692 et seq.), Regulation F (12 C.F.R. Part 1006), the Fair Credit Reporting Act, and state collection, licensing and consumer protection laws.
5.1.13. Calls and text messages (TCPA). When using the AI voice robot, automated or prerecorded calls and SMS notifications, the Licensee is solely responsible for obtaining and documenting any consent required by the Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227) and its implementing rules, honoring revocations of consent and do-not-call requests, and complying with calling-time restrictions and state call and telemarketing laws.
5.2. The Licensee may: 5.2.1. use the Program in accordance with its purpose and the Agreement, and request deletion of its account (its employees’ accounts); 5.2.2. raise issues related to the Agreement by any means provided herein; 5.2.3. withdraw from the Agreement at any time in the manner provided herein; 5.2.4. register a sender name with a mobile carrier itself, in which case it is exempt from the payment under clause 3.6.
6. Pilot testing
6.1. The free trial period depends on the date the Licensee’s data is uploaded and ends upon expiry of the period under clause 4.2.3.
6.2. During pilot testing the Licensee may additionally use: automatic debt notifications within statutory notice periods — AI-based robocalls; SMS notifications; automated property registry extracts where available; sending certified or regular letters through a postal service provider’s API using the API key of the Licensee or of the Licensor; debtor data search and analysis. 6.2.1. By prior agreement the Licensee may connect its own operators for these services. 6.2.2. In that case the Licensor provides the services free of charge. 6.2.3. Services provided by the Licensor during pilot testing are limited to 100 per service type and are prepaid according to the plans on the Licensor’s website or in the commercial proposal.
7. Term and amendment
7.1. The Agreement enters into force upon acceptance and remains in force until the Parties fully perform their obligations, and in respect of the non-exclusive license — for the period established by the plans.
7.2. The Licensor may withdraw or modify this Offer at any time by publishing a notice on its website. Withdrawal of the Offer does not affect Agreements already accepted, which continue until the end of the paid billing period unless terminated earlier under this Agreement.
8. Liability
8.1. The Parties are liable for improper performance in accordance with this Agreement and applicable law and shall keep the Licensee’s credentials confidential. The Licensor has access to the Licensee’s information solely for technical support of the Program.
8.2. The Licensor is not responsible for the content of information transmitted or received by the Licensee and/or Users.
8.3. The Licensor is not liable to the Licensee for: 8.3.1. damage caused by disclosure, loss or unavailability of the Licensee’s credentials (any person using them is deemed the Licensee’s representative); 8.3.2. lost profits and any indirect losses; 8.3.3. delays, interruptions and inability to use the Licensor’s resources caused directly or indirectly by third parties and/or failure of transport and information channels outside the Licensor’s resources.
8.4. The Licensor is in no event responsible for information placed by the Licensee in the Program or provided for placement on its instructions.
8.5. The Licensee is fully responsible for all information it uploads, sends, posts or transmits using the Program, including the lawfulness of processing personal data uploaded by it (its Users).
8.6. The Licensee is liable for infringement of the Licensor’s intellectual property rights under applicable law.
8.7. THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IS NOT LIABLE FOR PROBLEMS AND DEFECTS ARISING IN UPDATING, SUPPORTING AND OPERATING THE PROGRAM (INCLUDING COMPATIBILITY ISSUES AND RESULTS NOT MEETING THE LICENSEE’S EXPECTATIONS).
8.8. The Parties are released from liability for non-performance caused by force majeure arising after conclusion of the Agreement (pandemics, epidemics, natural and industrial disasters, terrorist acts, military actions, civil unrest, general telecommunication failures, acts of public authorities prohibiting or restricting the Parties’ activities and other unforeseeable circumstances), and shall notify each other in writing promptly of their occurrence and end.
9. Dispute resolution
9.1. Governing law. This Agreement and any dispute or claim arising out of or relating to it, including non-contractual disputes or claims, are governed by the laws of the State of Florida, United States, and applicable U.S. federal law, without regard to conflict-of-laws principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
9.2. Before going to court, the Licensee sends the Licensor a written claim with a copy of the Agreement (if concluded in writing) and supporting documents, including evidence of the breach and, for damages, the amount of damage. If the claim is rejected in whole or in part or no response is received within thirty days of its receipt, the Licensee may file a lawsuit.
9.3. If a claim is justified, the other Party compensates the losses within the cost of the right of use for the one month preceding the claim.
9.4. Venue. Any action arising out of or relating to this Agreement must be brought exclusively in the state and federal courts located in Miami-Dade County, Florida, and each Party consents to the personal jurisdiction of and venue in those courts. Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
10. Rules for using the Program
10.1–10.2. The Program may be used only for lawful purposes. Illegal actions include, without limitation, attempts at unauthorized access to computer systems, piracy (infringement of third-party intellectual property rights), fraud schemes and other violations of applicable law and international treaties.
10.3. When placing information and files in the Program, the Licensee must not infringe third-party rights and must comply with intellectual property law and other applicable law.
10.4. Spam, launching malicious software and posting other information prohibited by applicable law are not allowed. Commercial e-mail sent with the Program must comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) where applicable. In case of breach or other actions threatening the normal operation of the Program and the Licensor’s technical resources, the Licensor may suspend the right of use, notifying the Licensee within 24 hours.
10.5. If a third party sends a reasoned claim that information placed by the Licensee on the Licensor’s servers infringes third-party rights, the Licensor sends the Licensee a notice with the text of the claim. If within 1 (one) business day the Licensee does not take measures to settle the dispute or remove the disputed information, the Licensor may suspend the right of use in respect of that information, notifying the Licensee within one day.
11. Confidential information
11.1. Information obtained in performing the Agreement and its supplementary agreements is confidential and may not be disclosed, except for public information and disclosures required by law.
11.2. Without mutual consent the Parties shall not transfer to third parties or otherwise use organizational, technological, commercial, financial and other information constituting a trade secret or other confidential information of either Party, provided that the Party has been specifically warned that it is confidential, the information has actual or potential commercial value because it is unknown to third parties, there is no free lawful access to it, and its holder takes appropriate measures to protect it.
11.3. Confidential information is protected from 1 (one) month after the date of the Agreement and for 2 (two) years after its termination, unless a different period is provided by law.
11.4. Confidential information also includes the Licensee’s account data and any program code of the Program that has become known to it.
11.5. For the performance of the Agreement the Licensee instructs the Licensor to process personal data of Users (limited to account data) by means of the Program solely to perform the Agreement.
11.6. The Licensor processes such data on the Licensee’s instructions by collection, recording, systematization, accumulation, storage, clarification (updating, modification), retrieval, use, transfer (dissemination, provision, access), de-identification, blocking, deletion and destruction, with or without automation, during the term of the Agreement.
11.7. When processing personal data on the Licensee’s instructions, the Licensor keeps it confidential, ensures its security and takes reasonable administrative, technical and physical security measures appropriate to the nature of the data, at a level not lower than for other personal data it processes. Where the CCPA applies, the Licensor acts as the Licensee’s service provider: it processes such data only for the business purpose of performing the Agreement, does not sell or share it, and does not retain, use or disclose it outside the direct business relationship with the Licensee, except as permitted by the CCPA. The Licensee warrants that it complies with all applicable data processing and protection rules, including providing required notices to and obtaining required consents from data subjects.
12. Other terms
12.1. The Agreement applies to all subsequent updates/new versions of the Program unless they are accompanied by another license agreement.
12.2. The Parties accept facsimile signatures of authorized persons when concluding the Agreement and other necessary documents; they have the same force as original signatures and seals.
12.3. The Parties may sign and exchange the Agreement and related documents using electronic signatures and electronic records, which have the same legal effect as originals in accordance with the E-SIGN Act and the Uniform Electronic Transaction Act as adopted in Florida (Fla. Stat. § 668.50). 12.4. Either Party may stop using electronic document management (EDM) with 30 (thirty) calendar days’ notice. 12.5. In case of a technical failure preventing electronic exchange, the Parties inform each other and may exchange documents as otherwise provided herein.
12.6. Documents received by e-mail have the same legal force as documents in simple written form, except for the Agreement itself and accounting and tax documents.
12.7. Notices may be sent by e-mail (to the Licensee’s e-mail in the Parties’ details, or to the Licensor’s e-mail from the e-mail specified by the Licensee at registration), by fax, by mail with acknowledgement of receipt or courier with proof of delivery, or via electronic document exchange with electronic signatures.
12.8. The Licensor may unilaterally amend the Agreement; amendments take effect upon publication unless stated otherwise.
12.9. In all matters not provided for herein, the Parties are guided by the laws of the State of Florida and applicable U.S. federal law.
12.10. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.
12.11. Entire agreement. This Agreement, together with the Terms of Use, the Privacy Policy, the selected pricing plan and any commercial proposal or order accepted by the Parties, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous oral or written understandings. A separate written agreement signed by the Parties prevails in case of conflict.
12.12. No waiver. A Party’s failure to enforce any provision is not a waiver of that provision or of the right to enforce it later.
13. Licensor’s details
ROBOCLAIM LLC, a Florida limited liability company
Address: 16900 N Bay Rd, Apt 2209, Sunny Isles Beach, FL 33160, USA
E-mail: info@urrobot.tech
Bank details are provided in invoices.