Last revised on May 24, 2017
These Terms of Use govern your access to and use of RStudio’s ShinyApps.io and RStudio.cloud online services (the “RStudio Service”). These Terms of Use limit RStudio’s liability and obligations to you, impose certain obligations on you, allow RStudio to suspend or terminate your access to and use of the RStudio Service, and provide you with other important information with respect to the provision and use of the RStudio Service. The RStudio Service enables users of the R programming language to upload and share applications and create analyses that have been built using the R programming language and RStudio’s proprietary software programs.
You agree that by signing up to use the RStudio Service and registering as a user (a “User”), or by using the RStudio Service, you are entering into a legally binding agreement with RStudio, Inc. in Boston, Massachusetts, USA (“we,” “us,” “our,” and “RStudio”). IF YOU RESPOND BY CLICKING ON THE “LOG IN”, “SIGN UP”, “I AGREE”, “I ACCEPT” OR SIMILAR BUTTON TO WHICH THIS AGREEMENT IS LINKED, REFERENCED OR OTHERWISE ATTACHED, YOU ACKNOWLEDGE AND AGREE THAT (i) IF YOU ARE USING THE RSTUDIO SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“COMPANY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS AND (II) YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND ARE AGREEING THAT YOU AND COMPANY WILL BE BOUND BY THESE TERMS OF USE. IF YOU ARE NOT AUTHORIZED TO BIND THE COMPANY TO THIS AGREEMENT OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “LOG IN”, “SIGN UP”, “I AGREE”, “I ACCEPT” OR SIMILAR BUTTON, DO NOT CONCLUDE THE SIGN UP OR REGISTRATION PROCESS, AND DO NOT USE THE RSTUDIO SERVICE.
RStudio may update these Terms of Use from time to time, to, among other things, reflect changes to the RStudio Service. We will notify you of changes to these Terms of Use by posting an updated version at https://www.rstudio.com/about/rstudio-service-terms-of-use and will revise the “Last Updated” date above. We encourage you to periodically review these Terms of Use to be informed with respect to your and RStudio’s rights and obligations with respect to the RStudio Service. Using the RStudio Service after a notice of changes has been sent to you or published on the RStudio Service shall constitute consent to the changed terms and practices.
By agreeing to these Terms of Use, you are also agreeing to our website terms of use located at http://www.rstudio.com/about/terms-of-use/, our Acceptable Use Policy located at http://www.rstudio.com/about/acceptable-use-policy/ and our Privacy Policy located at http://www.rstudio.com/about/privacy-policy/. Please review these additional terms and conditions carefully.
Right to Use the RStudio Service.
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of RStudio) and use the RStudio Service in accordance with these Terms of Use, the Acceptable Use Policy and any usage limitations applicable to the RStudio Service plan to which You have subscribed. Any other use of the RStudio Service is strictly prohibited and a violation of the Terms of Use. We reserve all rights not expressly granted in this Agreement.
You understand that we use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. You understand that the technical processing and transmission of the RStudio Service, including Your Applications, your analyses and any data or information you provide or store in the RStudio Service or any application made available via the RStudio Service, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Availability of the RStudio Service; Eligibility to Use the RStudio Service.
You have the right to access and use the RStudio Service as it exists on any given day and RStudio has no other obligation with respect to updating, improving, maintaining, or making available the RStudio Service. Further, RStudio reserves the right, any time and from time to time, to update, modify, revise, replace, refuse access to, suspend or discontinue the RStudio Service, temporarily or permanently, partially or entirely, with or without notice. All of these changes shall be effective upon their posting on our website or by direct communication to you unless otherwise noted. RStudio shall not be liable to you or to any third-party for any update, modification, revision, replacement, price change, suspension, refusal of access or discontinuance of the RStudio Service or any of Your Applications, analyses, data or information.
To be eligible to use the RStudio Service, you must meet the following criteria and represent and warrant that you: (1) are 13 years of age or older; (2) are a human – accounts registered by “bots” or other automated methods are not permitted; (3) are not currently restricted from the RStudio Service; (4) are not a competitor of RStudio or are not using the Services for reasons that are in competition with RStudio; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of RStudio, including intellectual property rights such as copyright or trademark rights; (7) will comply with the Terms of Use and Acceptable Use Policy, as each may be amended from time to time, as well as comply with RStudio’s website terms of use referenced above; and (8) agree to provide at your cost all equipment, software, and internet access necessary to use the RStudio Service.
Sign Up and Registration. To use the RStudio Service, you must complete the sign up process and register as a User. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the sign up process and registration form (“User Data”) and (b) maintain and promptly update the User Data to keep it accurate and current. If you provide any information that is inaccurate or not current, or RStudio has reasonable grounds to suspect that such information is inaccurate or not current, RStudio has the right to suspend or terminate your account and refuse any and all current or future use of the RStudio Service. Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.
Account Security.
You are responsible for safeguarding the password that you use to access the RStudio Service. You agree to: (1) keep your account password secure and confidential; and (2) not permit others to use your account. Further, you are responsible for any activities or actions under your account or anything that happens through your account, whether or not you have authorized such activities or actions, until you disable your account or prove that your account security was compromised due to no fault of your own. You will immediately notify RStudio of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data and/or files to RStudio, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the RStudio Service.
“Your Application(s)” as used in this Agreement means the computer application written using the R computer programming language that you upload to RStudio’s or its third party hosting providers’ computer systems via the RStudio Service and permit other RStudio Users or the general public to access and use Your Application in accordance with the license terms applicable to Your Application. You agree to make any license terms applicable to Your Application available to Users of Your Application by linking or otherwise prominently displaying such terms to Users when they first access or use Your Application.
By using the RStudio Service, you represent and warrant that (i) you are in compliance with these Terms of Use, (ii) you own or otherwise have all rights and permissions necessary to submit to RStudio and the RStudio Service Your Applications and any analyses, data, or other information that you submit to the RStudio Service and to share and license the right to access and use Your Application to Users, as applicable, and (iii) Your Application and any analyses, data, or other information that you submit to the RStudio Service does not violate, misappropriate or infringe the intellectual property rights of any third party and is not in violation of any contractual restrictions or other third party rights. If you have any doubts about whether you have the legal right to submit, share or license Your Applications and any analyses, data, or other information, you should not submit Your Applications or any analyses, data, or other information that you submit to the RStudio Service to the RStudio Service. You may remove Your Application from the RStudio Service at any time or if the RStudio Service does not include a feature that permits you to remove Your Application, you may request that RStudio remove Your Application at any time by contacting RStudio support at support@rstudio.com.
RStudio does not claim ownership of Your Application; however, you hereby grant RStudio a worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable and non-exclusive license, as applicable, to (i) access, use, copy, adapt, publicly perform and publicly display Your Application and any analyses, data, or other information that you submit to the RStudio Service in connection with providing the RStudio Service to you and your Users and (ii) to internally access, copy and use Your Application to review the underlying source code of Your Application and to test and evaluate Your Application, including without limitation, with your permission, conducting load testing and validation of Your Application.
If you choose to, you can share Your Applications, and any analyses, data, or other information that you submit to the RStudio Service, with the general public, or with specific individuals or Users you select to the extent the RStudio Service supports such functionality. If you decide to share Your Application, and/or any analyses, data, or other information that you submit to the RStudio Service, you are giving certain legal rights, as explained below, to those individuals who you have given access. RStudio has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer. RSTUDIO IS NOT RESPONSIBLE FOR MISUSE OR MISAPPROPRIATION OF YOUR APPLICATIONS AND /OR ANY ANALYSES, DATA, OR OTHER INFORMATION THAT YOU SUBMIT TO THE RSTUDIO SERVICE BY THIRD PARTIES.
RStudio reserves the right to remove and/or disable any of Your Applications and any analyses, data, or other information that you submit to the RStudio Service, with or without notice, if deemed by RStudio to be contrary to the Terms of Use or Acceptable Use Policy. For avoidance of doubt, RStudio has no obligation to store, maintain or provide you a copy of any of Your Applications and any analyses, data, or other information submitted to the RStudio Service and any of Your Applications and any analyses, data, or other information that you submit are at your own risk of loss.
Your Use of Applications Made Available Via the RStudio Service. If you access or use any of the applications which are submitted or otherwise made available by other Users or by RStudio through the RStudio Service, you acknowledge and agree that your use of such applications is subject to any license terms, terms of use or other permissions granted by the licensor of the application and you agree to comply with such terms. You further acknowledge and agree that RStudio does not have any obligation to monitor applications uploaded by Users and disclaims all responsibility and liability for your use of applications made available to you through the RStudio Service, including without limitation the accuracy, completeness, appropriateness, legality, security, availability, or applicability of the applications and you hereby waive any and all legal or equitable rights or remedies you have or may have against RStudio with respect to the applications that you may download, share, access or use.
If you choose to upload data to an application you are using via the RStudio Service, you acknowledge and agree you are giving certain legal rights to the licensor of the application to process and otherwise use your data. Please carefully review any license terms accompanying any application to which you submit your data for the legal rights which you are giving the application licensor. Further, RStudio does not claim ownership of your data; however, you hereby grant RStudio a worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable and non-exclusive license, as applicable, to use and copy your data in connection with making your data available to the application (and the licensor of such application) to which you have submitted your data. You acknowledge and agree that even if you remove your data from the RStudio Service, your data may have been downloaded by, and remain accessible to, the licensors of those applications to which you submitted your data. Accordingly, do not submit data which you desire to remain confidential or which you wish to limit the right to access or use. You should never submit to the RStudio Service any data which consists of personally identifiable information, credit card information, or protected health information, as such terms are defined by relevant laws, rules, and regulations. RSTUDIO IS NOT RESPONSIBLE FOR THE CONFIDENTIALITY, AVAILABILITY, SECURITY, LOSS, MISUSE OR MISAPPROPRIATION OF ANY DATA YOU SUBMIT TO THE RSTUDIO SERVICE OR ANY APPLICATION MADE AVAILABLE VIA THE RSTUDIO SERVICE.
Types of Accounts; Price Changes; Payments; Refunds; Upgrading or Downgrading Your Plan. RStudio allows you to share, without charge, up to that number of Your Applications and analyses as is set forth under the free plan entitlements applicable to the RStudio Service (the “Free Plan”). You acknowledge and agree that with respect to the Free Plan, RStudio’s branding will appear with Your Applications or analyses. One person may not maintain more than one free account.
RStudio also offers paid plans under which you would be entitled to additional features and capabilities, subject to your payment of the applicable fees to RStudio when you place your order for a paid plan as set forth at www.rstudio.com/products (a “Paid Plan”). The RStudio branding will not appear in Your Applications or analyses under a Paid Plan and Paid Plans may have additional features and functionality which are not available to you under the Free Plan as described in the plan entitlements applicable to your plan. All fees for Paid Plans are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. ALL PAID PLAN PURCHASES ARE FINAL AND NO REFUND WILL BE GIVEN FOR UNUSED PORTIONS OF YOUR INITIAL OR ANY RENEWAL PAID PLAN SUBSCRIPTION PERIOD.
If you upgrade from the Free Plan to any Paid Plan, we will immediately bill you using the credit card you have provided.
For monthly payment plans, the RStudio Service is billed in advance on a monthly basis and is non-refundable. For annual payment plans, the RStudio Service is billed in advance on an annual basis and is non-refundable. ALL PAID PLANS WILL AUTOMATICALLY RENEW FOR SUCCESSIVE MONTHLY OR ANNUAL PERIODS, AS APPLICABLE, UNLESS YOU CANCEL YOUR ACCOUNT PRIOR TO THE RENEWAL DATE.
The RStudio Service will prorate subscription changes. If a monthly subscription is upgraded or downgraded during a given month, the prorated additional charges or the credit will be applied at the next billing cycle. For subscription changes between different intervals, a credit is applied for the unused portion of the old plan, and a charge is generated for the new plan thereby resetting the billing cycle. Note that if we charge for the new plan, and that payment fails, the plan change will not go into effect.
Prices of all Paid Plans are subject to change upon 30 days notice from us; provided, however, that, if you are currently a Paid Plan subscriber, we will honor your existing Paid Plan price for the greater of the remainder of your subscription period or 90 days from the date of our notice. Such notice may be provided at any time by posting the changes to the RStudio website for the RStudio Service or as otherwise provided under the Notifications and Service Messages section below.
You are solely responsible for properly cancelling your account. You may cancel or downgrade your Paid Plan account by visiting your “Account” page and selecting “Downgrade” or “Cancel”. Cancellation of a Paid Plan will downgrade your account to the Free Plan. The cancellation or downgrade of a Paid Plan will go into effect immediately. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, cancellation refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. Cancellation of your Free Plan will result in the deletion of all information and data from your account and such information and data cannot be recovered after cancellation of your Free Plan.
RStudio, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the RStudio Service, or any other RStudio Service, for any reason at any time. Such termination of the RStudio Service will result in the deactivation or deletion of your account or your access to your account, and the deletion of all information and data in your account. RStudio reserves the right to refuse service to anyone for any reason at any time.
Notifications and Service Messages.
For purposes of service messages and notices about the RStudio Service to you, you agree that RStudio may notify you via the email address associated with your account, even if we have other contact information. You also agree that RStudio may communicate with you through your RStudio account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the RStudio Service.
Restrictions on Use. You must comply with all applicable laws, rules, regulations and guidelines, and you further agree not to do any of the following:
RStudio has the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and security concerns, to the fullest extent of the law and may involve and cooperate with law enforcement authorities in prosecuting those who violate these Terms of Use.
RStudio Intellectual Property Rights. All right, title, and interest in and to the RStudio Service is and will remain the exclusive property of RStudio and its licensors, including all Intellectual Property Rights (as defined below) therein, even if RStudio incorporates any of your Feedback (as defined below) into subsequent versions. The RStudio Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the RStudio Service.
All feedback, comments, and suggestions for improvements that you provide to RStudio, in any form, and the results, metrics, analysis and statistics resulting from access to and use of the RStudio Service and applications and content made available via the RStudio Service (collectively, the “Feedback”) will be the sole and exclusive property of RStudio. You hereby irrevocably transfer and assign to RStudio all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At RStudio’s request and expense, you will execute documents and take such further acts as RStudio may reasonably request to assist RStudio in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the RStudio Service or in any RStudio Intellectual Property Rights on account of these Terms of Use or your use of the RStudio Service.
Digital Millennium Copyright Act Compliance. You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). RStudio has adopted and implemented a policy that permits the deletion of files that violate this policy, and will terminate the accounts of Users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see RStudio’s DMCA Policy located at http://www.rstudio.com/about/dmca for additional information.
Misuse of the Services. If you violate any of these Terms of Use or the Acceptable Use Policy, your permission to use the RStudio Service will automatically terminate and RStudio may disable your account. RStudio reserves the right to revoke your access to and use of the RStudio Service at any time, with or without cause, and with or without notice.
DISCLAIMER OF WARRANTY. The RStudio Service, including without limitation all applications, all content and information provided therein or thereby, are provided “AS-IS” and without warranty. Your access to and use of the RStudio Service and is at your own risk. RStudio disclaims all liability for and is not responsible for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the RStudio Service or any software applications or data made available through the RStudio Service.
WITHOUT LIMITING THE FOREGOING, RSTUDIO EXPLICITLY DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE RSTUDIO SERVICE MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR APPLICATIONS OR YOUR INFORMATION OR DATA TO UNINTENDED THIRD PARTIES.
RSTUDIO MAKES NO WARRANTY THAT THE RSTUDIO SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE RSTUDIO SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE RSTUDIO SERVICE WILL BE CORRECTED.
RSTUDIO MAKES NO WARRANTY REGARDING THE QUALITY OR LEGALITY OF ANY SOFTWARE APPLICATIONS OR INFORMATION OR DATA OBTAINED OR USED THROUGH THE RSTUDIO SERVICE, OR THAT ANY OF THE FOREGOING WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR THAT THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE FOREGOING WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RSTUDIO OR THROUGH THE RSTUDIO WEBSITE OR SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
Your Indemnity. You agree to defend (at RStudio’s request), indemnify, and hold RStudio, its officers, directors, employees, agents, users, and third party providers harmless from and against any claims, demands, suits, proceedings, investigations, damages, losses, costs, expenses and any and all other liabilities, including, without limitation, reasonable attorneys’ fees, expenses and costs, arising out of or in any way connected with: (i) your access to or use of the RStudio Service and any activity in which you engage through the RStudio Service; (ii) your failure to comply with the Terms of Use; (iii) your violation, misappropriation or infringement of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; (iv) your violation of any law, rule or regulation, including without limitation privacy and data security laws; or (v) any claim that Your Application or any analyses, data, or other information that you submit to the RStudio Service or a User’s use of Your Application or any analyses, data, or other information that you submit to the RStudio Service, caused damage to or harmed a User or third party, including without limitation claims that Your Application or any analyses, data, or other information that you submit to the RStudio Service infringes, violates or misappropriates the rights of another.
Limitation of Liability. IN NO EVENT WILL RSTUDIO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, GOODWILL, DATA, REVENUE, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE RSTUDIO SERVICE AND/OR SOFTWARE APPLICATIONS, DATA, AND INFORMATION MADE AVAILABLE THROUGH THE RSTUDIO SERVICE, INCLUDING WITHOUT LIMITATION RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE RSTUDIO SERVICE OR ANY SOFTWARE APPLICATIONS, ANALYSES, DATA, AND INFORMATION MADE AVAILABLE THROUGH THE RSTUDIO SERVICE; (II) ANY ERROR OR DEFECT IN THE RSTUDIO SERVICE OR SOFTWARE APPLICATIONS MADE AVAILABLE THROUGH THE RSTUDIO SERVICE; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE RSTUDIO SERVICE; (IV) UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR FOR ANY LOSS OF DATA; (V) STATEMENTS OR CONDUCT OF ANY USER OR THIRD-PARTY ON THE RSTUDIO SERVICE; (VI) OR ANY OTHER MATTER RELATING TO THE RSTUDIO SERVICE OR THE SOFTWARE APPLICATIONS, DATA, AND INFORMATION MADE AVAILABLE THROUGH THE RSTUDIO SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT RSTUDIO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU SPECIFICALLY ACKNOWLEDGE THAT RSTUDIO IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, INFRINGING, HARMFUL, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, RSTUDIO WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY APPLICATIONS OR OTHER DATA OR INFORMATION UPLOADED ONTO OR DOWNLOADED OR THROUGH THE SERVICE, OR IF YOUR APPLICATIONS, DATA OR INFORMATION IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
YOU AGREE THAT THE AGGREGATE LIABILITY OF RSTUDIO TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE RSTUDIO SERVICE, AND ANY APPLICATIONS, ANALYSES, CONTENT OR DATA MADE AVAILABLE THROUGH THE RSTUDIO SERVICE, IS LIMITED TO ONE HUNDRED ($100) U.S. DOLLARS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RSTUDIO AND YOU.
The foregoing limitation of liability shall:
Governing Law and Arbitration. Except for any disputes relating to intellectual property rights, obligations or any infringement claims, any disputes with RStudio arising out of or relating to the Agreement (“Disputes”) shall be governed by the law of the Commonwealth of Massachusetts regardless of your country of origin or where you access the RStudio Service, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods.
Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Boston, Massachusetts, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses.
Notwithstanding the foregoing, either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
If you are involved in a Dispute as a consumer without any commercial interests related to the Dispute, we will agree to conduct arbitration proceedings in a major City in your State if travel to Boston would constitute an undue burden for you, and we will advance any arbitration fees that exceed what you would have had to pay for court proceedings (if you substantiate and represent to us in a written statement what court proceedings would have cost) provided that you shall refund such amounts if we ultimately prevail in the arbitration.
General Terms.
Severability. If any provision of the Terms of Use is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms of Use will not be affected in any way.
Notices. We may post notices to you at www.rstudio.com or within the RStudio Service. You may contact us via email at legal@rstudio.com. Any notices that you provide without compliance with this section on notices shall have no legal effect.
Entire Agreement. You agree that the Terms of Use and all policies and other documents referenced herein or applicable to your use of the RStudio Service constitute the entire, complete and exclusive agreement between you and us regarding the RStudio Service and supersede all prior and contemporaneous agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other RStudio services or applications or third-party content or third party software.
No informal waivers, agreements or representations. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.
No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the RStudio Service.
Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms of Use without our consent. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.
Export Control. Your use of the RStudio Service, including our software, is subject to export and re-export control laws and regulations, including the United States Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.