Rocicorp LLC Terms of Service and License Terms

Effective March 8, 2022

Last Updated April 26, 2022

The Big Picture

As specifically set forth in the Terms below:

• Using Replicache requires acquiring a license key by agreeing to these Terms of Service (the "Terms"). This is true for both commercial and non-commercial use.
• Replicache pricing is always free for non-commercial use and free for early-stage and small-scale commercial use.
• By "commercial use", we mean using Replicache in any way that is intended to make money or gain commercial advantage, even if that use is in development and not yet released to users.
• Replicache sends us usage pings so we can count your end user monthly active browser profiles.

There are other important aspects to the Terms, so please be sure to read the rest of this document carefully. Any software and any services provided to you via Rocicorp's websites or otherwise are subject to these Terms and by accessing or using such software or services, you agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the software or services provided by us.

Introduction

Rocicorp LLC (“Rocicorp”, “we”, “our” or “us”) provides software and services to you via its websites, located at https://roci.dev, https://rocicorp.dev, https://replicache.dev, https://reflect.net (the “Websites”) and other technology platforms. Such software and related services, including any updated or new features, functionality and technology are collectively referred to as the “Service” or “Services”.

Privacy Policy

Rocicorp respects the privacy of its Service users. Please refer to the Rocicorp's Privacy Policy (found here: https://roci.dev/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use any of the Services, you signify your agreement to this Privacy Policy.

About The Service

We make tools (“Software”) for software developers, including Replicache, a data synchronization system. Commercial and non-commercial licenses are available for the Software as further described below.

Access To The Services

Using the Websites or through other technology platforms you may be asked to register and provide personal information, such as name and contact information, so that we can communicate with you and provide our Services to you. You state that you will (a) provide accurate, current and complete information about you ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Rocicorp, and (c) keep Registration Data accurate, current and complete so that among other reasons we may contact you in the event that we need to (e.g., discovery of a security issue).

Rocicorp may equip its Software with a feature to restrict or deny access to the functionality of its Software, provided that we determine that you use the Software in a fashion not in accordance with these Terms.

User Obligations And Limitations

You may not use the Service if you are less than 13 years of age. If you are under the age of 18 you may not use the Services without involvement and consent of your parent or guardian.

Other than as explicitly provided herein, Rocicorp is under no obligation to retain a record of your Registration Data or any data or information collected or generated by Rocicorp or data that you may have stored by means of an account or your use of the Services.

You acknowledge and agree that your use of the Service must also be in accordance with the usage rules established by your mobile device platform or internet service provider.

You are under no obligation to use or continue to use the Services and may cease use of the Services without notice to Rocicorp.

Collection Of Data And Consent To Use

You agree that Rocicorp, in addition to collecting the Registration Data, may collect and use through features of its Software certain usage information of any user, including your end users' usage information, related to the use of the Software. Such collected information may include information on the device, the software and platform version used, and a unique id per browser instance that we generate for our own use to identify how frequently the Software is used. Rocicorp may use any such data to analyze your and your end users' use of the Services, features and functionality of the Services, and your and your end users' Software license, to facilitate the provision of software updates and product support related to the Services and to contact you regarding the Services.

You may not restrict the Software's automatic transmission of collected data without prior written consent by Rocicorp, violation of which shall revoke any license provided to you regarding the use of the Software.

Intellectual Property Rights

Rocicorp, Replicache, the Rocicorp and Replicache logos, and any other product or service name or slogan used in connection with the Services are trademarks of Rocicorp and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Rocicorp or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Rocicorp" or any other name, trademark or product or service name of Rocicorp without our prior written permission. In addition, the look and feel of the Websites and the Software, including all page headers, custom graphics, button icons and scripts, is intellectual property of Rocicorp and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Websites or in the Software are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights.  Other product and company names that are mentioned in connection with the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

As part of the Software, Rocicorp may use third party software free of any restrictions of use from generally available libraries. The use of such third-party software is subject to such third party's license terms and conditions (i.e. GPL, LGPL, EPL or Apache). You are permitted to use such software integrated in this context pursuant to such licenses. However, the use of the Rocicorp's Software is solely subject to the license terms set forth in these Terms.

Software License

Rocicorp grants three types of licenses for its Software, (1) a free non-commercial license, (2) a free commercial license, and (3) a commercial license for a fee. The type of license depends on your actual and intended use of the Software and whether such use is non-commercial or commercial in nature.

The use of the Software, by itself or in any way integrated, compiled into, bundled or connected to other software, is considered non-commercial in nature if the use is not primarily intended for or directed towards commercial advantage or monetary compensation (“Non-Commercial”). All other use is considered commercial use (“Commercial”), including, but not limited to:

• Integrating the Software into a commercial product or business, even if integrated experimentally, not deployed to end users, or unused in production;
• Using the Software to build a new, potentially commercial product or service, even if unreleased to end users.

Under no circumstances, whether you are using it based on a Commercial license or Non-Commercial license, may the Software be used to develop a product or service substantially similar to the Software.

All copies of the original and modified Software, and derivative works of the Software, are subject to these Terms. The Terms apply separately for each version of the Software.

Non-Commercial License

For any Non-Commercial use, Rocicorp hereby grants you a perpetual, worldwide, no-charge, royalty-free, non-exclusive, non-sublicensable, and non-transferable right (a “Non-Commercial License”) to use and copy for non-commercial purposes the Software, provided that:

1. The actual and intended use is exclusively Non-Commercial in nature; and
2. If you institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Software or any incorporated work constitutes direct or contributory patent infringement, then any licenses granted to you under these Terms shall terminate as of the date such litigation is filed.

Commercial License

For Commercial use, Rocicorp hereby grants you a perpetual, worldwide, non-exclusive, non-sublicensable, and non-transferable right (a “Commercial License”) to use the Software and copy the Software for commercial purposes, provided that if you institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Software or any incorporated work constitutes direct or contributory patent infringement, then any licenses granted to you under these Terms shall terminate as of the date such litigation is filed.

Such Commercial License may be subject to a fee as set forth below under Fees.

Source Code License And Obligations Regarding Source Code

Rocicorp may also provide the source code of the Software (“Source Code”) to you and grant you Non-Commercial or Commercial License to modify and create derivative works of the Software, provided that you are complying with the obligations regarding source code as specified in this section.

If the Source Code is provided to you, you must keep the Source Code strictly confidential with reasonable security measures in place to safeguard its confidentiality, and, with the exception of “Client-Side Source Code”, may not disclose the Source Code to any third party and only to such of your employees who need to access the Source Code for the performance of their tasks and who have been bound to non-disclosure at least to such an extent as equivalent to the confidentiality agreed to herein.

If the source code to the client-side Software (“Client-Side Source Code”) is provided to you, you must reasonably obfuscate the Client-Side Source Code before distribution to end users (for example by using the popular “uglify-js” tool).

Termination Of Software License

Rocicorp may terminate any license hereunder for good cause upon notice to you by email with immediate effect. Rocicorp may terminate any license hereunder at will with 30-day notice to you by email.

Any use of the Software in violation of these Terms will automatically terminate your use rights under these Terms for the current and all other versions of the Software.

Any Commercial license granted to you shall automatically terminate upon non-payment of fees due hereunder despite 30-day notice to you by email.

Fees

The fees for the Services listed here are incorporated by reference and may be charged based on the usage of the Services during the specified time period: https://replicache.dev/#pricing.

All fees listed are net values only. We reserve the right to change our prices at the end of each calendar month. We will provide notice of a price change of our fees on the Websites or in an email to you, at Rocicorp's option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be charged the fees current at the time you use the Services.

To the extent the Service or any portion thereof is made available for any fee, you will be asked to provide payment information to a third-party payment service. In connection with your payment for the Services, you acknowledge that: (a) Rocicorp is using a third-party payment service, (b) applicable sales taxes, general excise taxes, value added taxes or similar taxes for the Services may be owed by you and charged to you in accordance with applicable laws, and (c) you owe such taxes in accordance with applicable laws, even if such taxes are not charged to you by the third-party payment service.

When you make a purchase, you are representing to us that: (i) any credit card information you supply is true and complete; (ii) charges incurred by you will be honored by your credit card company; and (iii) you will pay the charges incurred by you, including any applicable taxes, and (iv) that you agree to any additional terms of the third-party payment service.

Fees shall be payable within thirty (30) calendar days from the date of an invoice issued to you.

You authorize Rocicorp to charge any invoiced amounts to your selected payment method when payment is due. If you dispute any charges, you must let Rocicorp know within sixty (60) days after the date Rocicorp charged you.

Third Party Content

Rocicorp may display, include or make available content, data, information, applications or materials from third parties (collectively the "Third-Party Content"). Rocicorp does not control, warrant, endorse or adopt any Third-Party Content and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Content, or web sites, or for any other materials, products, or services of third parties. You acknowledge and agree that Rocicorp is not responsible or liable in any manner for any Third-Party Content and is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Content or web sites. You use such Third-Party Content contained therein at your own risk.

Electronic Communications

When you use the Service, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications from us, including emails, may include marketing and promotional content.

No Warranty

You expressly acknowledge and agree that use of the service is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the services are provided “as is” and “as available”, with all faults and without warranty of any kind, and Rocicorp hereby disclaims all warranties and conditions with respect to the services and products, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Rocicorp does not warrant against interference with your enjoyment of services, that the functions contained therein, or services performed or provided will meet your requirements, that the services will be uninterrupted or error-free, or that defects in the services will be corrected. No oral or written information or advice given by Rocicorp or its authorized representative shall create a warranty. Should the services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

Limitation Of Liability

To the extent not prohibited by law, in no event shall Rocicorp or its affiliates, officers, directors, employees, agents, suppliers or licensors be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of sales or business, loss of data, unauthorized access of data, business interruption or any other commercial damages or losses, arising out of or related to your use of or inability to use the services, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Rocicorp has been advised of the possibility of such damages. In no event shall Rocicorp's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount you have paid for Rocicorp services in the last six (6) months, or, if greater, the amount of one hundred dollars ($100.00).

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. If you are dissatisfied with any portion of the service or with these terms of service, your sole and exclusive remedy is to discontinue use of the service.

Indemnification

You agree, at your sole expense, to defend, indemnify and hold Rocicorp, and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, suppliers, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to your conduct, your use of the Service, your violation of the Terms, or your violation of the rights of any third-party.

Export Restrictions

Software available in connection with the Service and the transmission of applicable data, if any, is subject to certain export controls. You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

Arbitration

Any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Governing Law And Venue

These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Rocicorp agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. 

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Assignment

Neither party may assign this agreement or any of its rights or delegate any of its duties under this agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this agreement, without the other party's consent, to any affiliate that is controlled by such party, controls such party or is under common control with such party, or to any purchaser of all or substantially all of such Party's assets, or to any successor by way of merger, consolidation or similar transaction.

Contact

With questions about these Terms, you may contact Rocicorp at the following email address: licensing@roci.dev.