Terms of Service

These Terms of Service (“Terms”) govern your access to and use of:

• The RovaLabs website at https://rovalabs.io (the “Website”); and
• RovaLabs’ products and services, including RovaID (cloud identity and policy control plane), RovaEdge (edge enforcement gateways), RovaSight (logging and observability), related SDKs, APIs, documentation, pilots, and design‑partner programs (collectively, the “Services”).

By accessing or using the Website or Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you are authorized to accept these Terms on that organization’s behalf, and all references to “you” or “Customer” refer to that organization.

If you do not agree to these Terms, do not use the Website or Services.

Note: These Terms may be supplemented by a separate written agreement (e.g., a subscription, pilot, or design‑partner agreement). In the event of a conflict, that written agreement will generally control with respect to the Services covered by it.

1. Eligibility

You may use the Website and Services only if:

• You are at least 18 years old (or the age of majority in your jurisdiction); and
• You have the power to enter into a binding contract with us; and
• You are not barred from using the Services under applicable law.

If you are using the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity.

2. Account Registration and Access

• Organization accounts.
  The Services are typically provisioned to an organization (a “Tenant”). Tenant administrators configure Sites, Robots, Gateways, IdP connections, roles, policies, and access for their users.
• User authentication.
  Users generally authenticate via their organization’s identity provider (IdP), such as Okta, Azure AD, or similar systems. Your organization is responsible for managing IdP accounts, groups, and SSO settings.
• Account security.
  You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. You must notify your organization and RovaLabs promptly of any unauthorized access or security breach.

We may refuse registration or disable accounts that violate these Terms.

3. Description of the Services

RovaLabs provides an identity and access control platform for robot fleets made up of:

• RovaID – a cloud control plane for modeling tenants, sites, robots, gateways, principals, roles, and policies, and for evaluating authorization requests and storing audit logs;
• RovaEdge – on‑premise/site gateways that enforce policies for HTTP, SSH, and other protocols in front of FMS, teleop, and related systems, typically using outbound‑only connectivity;
• RovaSight – an observability layer for robot access, surfacing logs, timelines, and incident views across fleets, vendors, and sites.

RovaLabs is infrastructure, not an FMS, WMS, or teleoperation UI, and is designed to complement, not replace, existing systems such as IdPs, SIEMs, VPN/ZTNA, and FMS/RobOps platforms.

The specific functionality available to you may depend on your plan, configuration, environment (cloud vs. on‑prem), and any applicable subscription or pilot agreement.

We may modify or discontinue features from time to time, provided that we will not materially reduce the core functionality of paid Services during your then‑current subscription term without appropriate notice or alternative arrangements.

4. Plans, Pilots, and Free Tiers

Details about available tiers (e.g., Free, Starter, Growth, Enterprise), robot limits, log retention, and other packaging are defined in our product and pricing materials or your order form.

In general:

• Free and trial access.
  We may offer free, limited, or trial access (including design‑partner pilots) with reduced limits (e.g., number of robots, log retention) and reduced or no fees. Free and trial Services are provided “AS IS” with limited or no support and may be terminated by us at any time.
• Paid subscriptions and pilots.
  Paid pilots and production subscriptions are typically scoped by:
  • Duration (e.g., 2–6 month pilot, 1‑year production term);
  • Number of robots, sites, or environments; and
  • Features enabled (e.g., extended retention, SIEM integration, on‑prem deployment).

Fees, payment terms, and any automatic conversions (e.g., from pilot to production) will be set out in the applicable order form or written agreement.

5. Customer Responsibilities

You are responsible for:

1. Safe Operation of Robots and Systems.
   RovaLabs provides identity, policy, and access logging; we do not control or replace physical safety systems (e.g., safety PLCs, E‑stops, or hardware interlocks). You are solely responsible for:
   • The configuration and safety of your robots, FMS, teleop systems, and networks;
   • Ensuring that any actions allowed by policies are safe for your environment;
   • Complying with all applicable safety standards and regulations.
2. Configuration & Integration.
   You are responsible for:
   • Correctly configuring Sites, Robots, Gateways, roles, and policies;
   • Managing integrations with IdPs, FMS, teleop systems, OEM platforms, SIEMs, VPN/ZTNA, and other tools;
   • Ensuring that actions taken based on our authorization decisions are properly enforced by your systems.
3. Compliance with Laws.
   You must use the Services in compliance with all applicable laws and regulations, including export control, data protection, and industry‑specific rules (e.g., OT/ICS regulations).
4. Accuracy of Information.
   You must ensure that any information you provide to RovaLabs is accurate, complete, and kept up to date.

6. Acceptable Use

You agree not to:

1. Use the Website or Services in any manner that violates applicable law or regulation;
2. Use the Services in ways that could cause physical harm or unsafe robot behavior (for example, bypassing safety interlocks or using RovaLabs as a substitute for mandatory safety systems);
3. Attempt to gain unauthorized access to any accounts, systems, or networks;
4. Probe, scan, or test the vulnerability of any system or network without our express written consent;
5. Interfere with or disrupt the integrity or performance of the Services;
6. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Services, except where permitted by law;
7. Resell, sublicense, or otherwise make the Services available to third parties, except as expressly permitted by a written agreement;
8. Upload or transmit any malicious code, viruses, or harmful content;
9. Misrepresent your identity or affiliation with any person or entity.

We may suspend or terminate access to the Services if we reasonably believe you have violated this Section.

7. Third‑Party Services and Partners

The Services may interoperate with or depend on third‑party products and services, including:

• Robot OEMs and FMS/RobOps platforms;
• Teleoperation and remote ops providers;
• Identity providers (IdPs) such as Okta, Azure AD, and others;
• SIEM and logging platforms;
• System integrators and MSSPs.

We do not control and are not responsible for the content, functionality, or availability of such third‑party services. Your use of them is subject to their own terms and policies. We are not liable for any damages or losses arising from your use of or reliance on third‑party services, even where we provide integrations or reference architectures.

8. Intellectual Property

• Our IP.
  RovaLabs and its licensors own all right, title, and interest in and to the Website and Services, including all software, code, APIs, SDKs, diagrams, documentation, designs, and underlying intellectual property (collectively, “RovaLabs IP”), subject only to the limited rights expressly granted to you in these Terms or any applicable agreement.
• License to use the Services.
  Subject to these Terms and any applicable agreement, we grant you a limited, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Services during your subscription or pilot term solely for your internal business purposes.
• Feedback.
  If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant RovaLabs a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate that Feedback without restriction and without any obligation to compensate you.
• Customer Content.
  As between you and RovaLabs, you (or your organization) retain ownership of your data, configurations, logs, and other content provided or generated in your use of the Services (“Customer Content”), subject to the rights granted to RovaLabs to provide and improve the Services.

9. Confidentiality

Each party may receive or have access to the other party’s confidential or proprietary information, including technical, business, and security information (“Confidential Information”).

• The receiving party will use Confidential Information only as necessary to perform under these Terms or any applicable agreement and will not disclose it to any third party except to employees, contractors, or service providers who need to know it and are bound by confidentiality obligations at least as protective.
• These obligations do not apply to information that:
  • Is or becomes publicly known through no fault of the receiving party;
  • Was lawfully known to the receiving party before receipt;
  • Is independently developed without use of the disclosing party’s Confidential Information; or
  • Is required to be disclosed by law or valid legal process (with reasonable notice where legally permissible).

10. Privacy

Your use of the Website and Services is subject to our Privacy Policy, which is incorporated by reference into these Terms. Please review it carefully to understand how we collect, use, and protect your information.

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal authority to enter into these Terms; and
• Its performance of these Terms will comply with applicable laws.

11.2 Disclaimers

Except as expressly provided in a separate written agreement:

• The Website and Services are provided “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind.
• RovaLabs expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement.
• RovaLabs does not warrant that:
  • The Services will be uninterrupted, secure, or error‑free;
  • All vulnerabilities or defects will be detected or corrected;
  • The Services will, by themselves, ensure compliance with any law, standard, or regulation.

You acknowledge that RovaLabs is not a safety system and does not replace safety PLCs, E‑stops, or other safety mechanisms, and that you remain solely responsible for safe operation of robots and related systems.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

12. Limitation of Liability

To the maximum extent permitted by law:

1. Exclusion of certain damages.
   Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the use of or inability to use the Services, even if advised of the possibility of such damages.
2. Cap on liability.
   RovaLabs’ total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of:
   • The amount paid or payable by you to RovaLabs for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim; or
   • USD $1,000 (for free or trial use, where no fees are paid).
3. Exclusions.
   The limitations above do not apply to:
   • Your payment obligations;
   • Your indemnification obligations;
   • Your breach of RovaLabs’ intellectual property rights.

Some jurisdictions do not allow limitations of liability for certain types of damages, so parts of this section may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless RovaLabs and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Website or Services in violation of these Terms or applicable law;
• Your configuration or operation of robots, FMS, teleop, or related systems;
• Customer Content, including any allegation that it infringes or misappropriates a third‑party right;
• Any misuse of the Services that leads to safety incidents or unauthorized access.

We will promptly notify you of any claim and cooperate with you in the defense, at your expense, and you will not settle any claim without our prior written consent where the settlement imposes an obligation on RovaLabs or admits fault.

14. Suspension and Termination

We may suspend or restrict your access to the Services if:

• We reasonably believe you are in breach of these Terms or any applicable agreement;
• Your use of the Services poses a security risk, may harm others, or could subject us or others to liability;
• Required by law or a governmental authority.

Either party may terminate access to the Services or these Terms as provided in any applicable written agreement, or:

• By you, by stopping all use of the Website and Services (and closing accounts where applicable); or
• By us, upon notice if we discontinue the Services or if you materially breach these Terms and fail to cure within a reasonable period after notice.

Upon termination:

• Your right to use the Services will cease;
• We may delete or disable access to Customer Content after a reasonable retention period, subject to legal obligations and our data handling practices;
• Certain provisions (including confidentiality, IP ownership, limitations of liability, indemnification, and governing law) will survive.

15. Changes to the Terms or Services

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top and may provide additional notice (e.g., via the Website or in‑product notifications).

Your continued use of the Website or Services after the updated Terms become effective constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Website and Services.

We may also modify or discontinue parts of the Services, consistent with Section 3 and any applicable subscription agreement.

16. Governing Law and Dispute Resolution

These Terms (and any non‑contractual disputes or claims arising out of or in connection with them) will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.

The parties agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising from or relating to these Terms or the Services, except where applicable law requires otherwise.

Nothing in this section limits either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop actual or threatened misuse of intellectual property or Confidential Information.

17. General

• Entire agreement.
  These Terms, together with any applicable written agreements (e.g., subscription, pilot, or design‑partner agreements) constitute the entire agreement between you and RovaLabs regarding the Website and Services.
• Order of precedence.
  In case of conflict between these Terms and a separately signed agreement, the signed agreement will usually prevail with respect to the Services covered by it.
• Assignment.
  You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of our business.
• Severability.
  If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No waiver.
  Our failure to enforce any provision is not a waiver of our right to do so later.
• Relationship of the parties.
  The parties are independent contractors; these Terms do not create a partnership, joint venture, or agency relationship.

18. Contact

If you have questions about these Terms or the Services, please contact:

RovaLabs Inc.
Email: hello@rovalabs.io