END USER LICENSE AGREEMENT

Thank you for choosing READY Robotics!

By accepting this End User License Agreement (the “Agreement”) from the READY Robotics Corporation (“READY Robotics”), you (the “End User” or “you”) agree that this Agreement governs your use of Forge/OS, Task Canvas, and any other proprietary software developed by READY Robotics (the “Software”).  This Agreement describes your rights and conditions upon which you may use the Software. You should review the entire Agreement, including any supplemental license terms that may accompany the Software.

Whether you purchased a license to use Software from READY Robotics or an authorized distributor of READY Robotics (the “Reseller”), this Agreement governs your use of Software.

Note that if you are a volume license customer, use of the Software is subject to your volume license agreement rather than this Agreement.

  1. License Grant. Subject to the terms of this Agreement, READY Robotics grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to install and run one instance of the Software on your device for use as intended (“Licensed Device”), subject to (i) the terms and conditions of the purchase, (ii) the restrictions contained in Section 2 below, and (iii) the reservation of rights contained in Section 3, below.  You may receive proprietary documentation along with the Software, such as user manuals (“Documentation”). You may reproduce copies of such Documentation for End User’s internal authorized use of the Software, provided that you fully and accurately reproduce the READY Robotics’ proprietary notices (such as copyright notices and trademarks) on each copy.
  2. License Restrictions. You shall not and shall not allow any other person or entity to:
    1. reverse engineer, decompile, disassemble, modify, or otherwise translate the Software, or otherwise attempt to recover or perceive the source code or underlying algorithms or any other intellectual property in the Software, or permit any third party to do so;
    1. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any element thereof;
    1. work around any technical restrictions or limitations in the Software
    1. modify or create derivative works of the Software;
    1. reproduce or attempt to reproduce copies of the Software or any element thereof;
    1. publish or make available to any third party any benchmark tests using the Software without the express written consent of READY Robotics;
    1. pledge, lease, rent, share, distribute, or sublicense the Software; or
    1. transfer the Software (except as permitted by Section 4 of this Agreement).
  3. Reservation of Rights. End User acknowledges and agrees that End User’s license and use of the Software grants End User limited rights hereunder to use the Software in accordance with the license granted in this Agreement, and subject to all terms, conditions and restrictions, under this Agreement.  End User has not acquired any ownership interest in any copyrights, trademarks, patents, and other intellectual property rights underlying the Software, which may include intellectual property rights licensed to READY Robotics from third parties.  READY Robotics and its licensors reserve and retain their entire right, title and interest in and to the Software, including all copyrights, trademarks, patents, and other intellectual property rights therein or relating thereto.  End User shall use commercially reasonable efforts to safeguard the Software from infringement, misappropriation, theft, misuse, or unauthorized access, and shall promptly notify READY Robotics if End User becomes aware of any infringement of READY Robotics’ intellectual property rights in the Software and fully cooperate with READY Robotics in any legal action taken by READY Robotics or its licensors to enforce their intellectual property and other rights.
  4. TransferThe transfer of Software to a third party must comply with applicable law.
    1. Software pre-installed on a device. If you acquired the Software pre-installed on a device, you may transfer the license to another party only with the Licensed Device. Before any such transfer may occur, the other party must agree that this Agreement applies to the transfer and use of Software.
    1. Stand-alone software. If you acquired the Software as stand-alone software, it may be transferred to another device owned by you. Every time Software is transferred to a new device, it must be removed from the prior device.
  5. Fees.  In consideration of your use of the Software and the license granted hereunder, you agrees to timely pay all invoiced fees to the indicated party pursuant to the purchase order entered into with READY Robotics or Reseller as and when due.
  6. Term and Termination.
    1. The term of Agreement commences when the Software is delivered to End User and will continue in effect so long as End User timely pays all fees when due or until terminated by End User or READY Robotics as set forth in this Section 6.
    1. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement, or fail to pay any fees associated with the Software or Equipment when due.
    1. Termination for any reason will not limit any of READY Robotics’ rights or remedies hereunder, at law or in equity.
  7. Limited Warranty.  READY Robotics warrants that the software components of Software shall function in conformance with the specifications then in effect during the period ending on the earlier of termination of the term under Section 6. The Company does not make any other warranties, whether expressed or implied, whether regarding the performance, functionality or fitness for use, course of dealing or performance, usage or trade practice of Software other than as expressly set forth in this Section.
  8. Exceptions.  The preceding limited warranty does not include events not solely and directly attributable to Software, including but not limited to (collectively, “Exceptions”):
  9. Design, manufacturing or other defect in the tool, armature or other hardware components provided by or on behalf of you for integration into the Software or Licensed Device.
  10. Installation, integration of the Software or Licensed Device with other hardware or software.
  11. Accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; excessive heating; fire and smoke damage.
  12. Functionality of the Software or Licensed Device affected by operation of the Software with other software and hardware, software or telecommunication interfaces.
  13. Use of the Software that deviates from any operating procedures or intended uses established by READY Robotics.
  14. Modification, alteration or addition, or attempted modification, alteration or addition, to any element of Software.

WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCTS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.  READY ROBOTICS EXPRESSLY DISCLAIMS SOFTWARE COMPLIANCE WITH ANSI, ISO, OR ANY OTHER INDUSTRIAL ROBOT SAFETY STANDARDS. READY ROBOTICS MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY RELATING TO COMPLIANCE WITH REGULATIONS AND/OR STANDARDS WITHIN OR OUTSIDE OF THE UNITED STATES AND YOU AGREE TO COMPLY, AND BEAR ANY APPLICABLE COSTS OF COMPLIANCE, WITH ANY DOMESTIC OR FOREIGN USE, AND (RE)EXPORT REGULATIONS.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY USE OF SOFTWARE, NOR SHALL THE COMPANY BE LIABLE FOR ANY DAMAGE OR HARM CAUSED BY SOFTWARE IF SUCH DAMAGE OR HARM RELATES TO ANY USE OF SOFTWARE THAT IS IN VIOLATION OF THIS AGREEMENT.

THE LICENSED PRODUCT IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”).  YOU SHOULD PERFORM A RISK ASSESSMENT BEFORE OPERATING SOFTWARE. USE OUTSIDE OF SOFTWARE SPECIFICATIONS, INTENDED USE, OR WITH UNMITIGATED HAZARDS MAY INCREASE THE RISK OF INJURY TO YOU, YOUR AGENTS, DAMAGE TO THE LICENSED DEVICE OR OTHER HARDWARE, AND WILL LIMIT THE COMPANY’S ABILITY TO PROVIDE SUPPORT FOR SOFTWARE.

  • Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL READY ROBOTICS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE SOFTWARE OR ANY ELEMENT FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, EQUIPMENT, INVENTORY OR PRODUCT, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; or (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  • Indemnification. You agree to indemnify, defend and hold harmless READY Robotics and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your or your agents’ use or misuse of Software or your breach of this Agreement.
  • Export Regulation.  Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release Software to, or make Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making Software available outside the US.
  • US Government Rights.  Software includes commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if you are the US Government or any contractor therefor, you shall receive only those rights with respect to Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
  • Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  • Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  • Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SOFTWARE MUST BE COMMENCED WITHIN THE EARLIER OF ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR ONE (1) YEAR FROM TERMINATION OF THIS AGREEMENT, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  • Entire Agreement; Amendments. This Agreement constitutes the entire agreement between you and READY Robotics with respect to Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to Software.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
  • Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

BY USING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS BINDING AGREEMENT; (C) ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED SUBJECT TO THE LIMITED WARRANTIES SET FORTH BELOW, AND THAT THE COMPANY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES; (D) REPRESENT THAT YOU WILL USE THE EQUIPMENT ONLY FOR YOUR OWN INTERNAL BUSINESS PURPOSES AND WILL NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, MODIFY, OR OTHERWISE TRANSLATE THE SOFTWARE OR USE OR ATTEMPT TO USE THE SOFTWARE AND/OR EQUIPMENT OTHER THAN FOR ITS INTENDED PURPOSES, OR PERMIT ANY THIRD PARTY TO DO ANY OF THE FOREGOING; AND (E) UNDERSTAND THAT THE LICENSE GRANTED HEREUNDER IS NON-EXCLUSIVE, NON-TRANSFERABLE, AND NON-SUBLICENSABLE AND YOU ARE STRICTLY PROHIBITED FROM SUBLICENSING, TRANSFERRING, OR DISTRIBUTING THE SOFTWARE OR ANY ELEMENT THEREOF IN ANY WAY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE SOFTWARE.