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RoboticsCats End User License Agreement for Software

Last updated: 7, March 2023

This Robotics Cats  (“RoboticsCats”) End User License Agreement (“License” or “Agreement”) is a legal agreement between You (either an individual or an entity, who will be referred to in this License as “You” or “Your”) and RoboticsCats for the use of software, and which may include associated media, printed materials, and other components and software modules including but not limited to AI wildfire detection software (“Product”). The Product also includes any software updates and upgrades that RoboticsCats may provide to You or make available to You, or that You obtain after the date You obtain Your initial copy of the Product, to the extent that such items are not accompanied by a separate license agreement or terms of use. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS RoboticsCats LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHTS TO THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE THE PRODUCT.

The Product is protected by copyright laws as well as other intellectual property laws. The Product is licensed and not sold.

  1. GRANT OF LICENSE

RoboticsCats grants You a non-exclusive, non-transferable license to install and use the Product subject to all the terms and conditions set forth here within.

1.1. You may install the product on a single server. To install the Product on a device a unique registration code is provided by RoboticsCats which should be used during the installation process. Once the installation is completed the license of the Product is tied to the device and is non-transferable to another device.

1.2. The license is perpetual if not otherwise agreed with RoboticsCats.

  1. ADDITIONAL LIMITATIONS

You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend or transfer the Product, or host the Product for third parties without the express written consent of RoboticsCats. The Product is licensed as a single integral product; its component parts may not be separated for use on more than one server. The Product may include copy protection technology to prevent the unauthorized copying of the Product or may require original media for use of the Product on the device. It is illegal to make unauthorized copies of the Product or to circumvent any copy protection technology included in the Product. The software may not be resold either by You or a third party customer without the prior written permission of RoboticsCats. All rights not expressly granted to You are retained by RoboticsCats.

 

  1. SUPPORT, MAINTENANCE, AND UPGRADE TERMS AND CONDITIONS

3.1. Term of Maintenance. RoboticsCats agrees to provide Maintenance (as defined herein) to You pursuant to the terms and conditions set forth herein provided that You pay the Maintenance Fee for each Product for which Maintenance is desired and as further described in Section 3.3 below. Maintenance will be provided for a period of one year, unless otherwise agreed to by the parties in writing, from the date of purchase of the Product (the “Initial Support and Maintenance Term”), and with renewals, annually from the expiration date of the prior Support and Maintenance Term. Failure to renew annual maintenance may result in You having to purchase a new license in order to receive future versions of software and associated ongoing support and maintenance.

3.1.1. Maintenance Services. In exchange for the Maintenance Fee, RoboticsCats agrees to provide to You during the term of this Agreement support and maintenance (collectively “Maintenance”) as follows:

3.1.1.1. Support: RoboticsCats will provide e-mail support to You for current versions of the Product. RoboticsCats will investigate all of Your questions and problems promptly. You agree to provide adequate information to RoboticsCats to assist in the investigation and to confirm that any problems have been resolved. RoboticsCats does not provide guaranteed response time but will make good faith effort to answer e-mails within twenty-four (24) hours or less during weekdays, excluding holidays.

3.1.1.2. Maintenance and upgrade: RoboticsCats will supply to You, at no additional charge, any improvements or modifications to the Product that RoboticsCats makes generally available as a minor release such as: 3.1-0, 3.1-1, 3.1-2, etc. Any such improvements or modifications shall become part of the Product for all purposes of this Agreement. The new releases will need to be downloaded from RoboticsCats server and installed on the server by the customer.

3.1.1.3. You acknowledge and agree that the Maintenance to be provided by RoboticsCats hereunder is limited to the most current version of the Product and the immediately preceding version.

3.2. Exclusions. RoboticsCats’s obligation to provide Support is contingent upon proper use of the Product and full compliance with this Agreement. Moreover, RoboticsCats shall be under no obligation to provide Support should such services be required due to (a) failure to operate the Product within the systems requirements provided for the Product (b) any modification or attempted modification of the Product by You or any third party or (c) Your failure or refusal to implement Product changes recommended by RoboticsCats.

3.3. Consideration. The Support, Maintenance and Upgrade services to be provided by RoboticsCats hereunder, for the Initial Support, Maintenance and Upgrade Term is free of charge. At the end of the Initial Support, Maintenance and Upgrade Term, or any subsequent Support, Maintenance and Upgrade Term, You may renew participation in Support, Maintenance and Upgrade services for additional annual term(s) provided You pay the applicable fee.

3.4. Subscription. Notwithstanding the terms of Maintenance described in Section 3.1 above, the Product may be used on the basis of a monthly subscription as follows:

3.4.1. RoboticsCats user account. To establish the subscription, You are required to create Your RoboticsCats user account (at RoboticsCats AI wildfire detection SaaS or LookOut wildfire detection SaaS) which will enable You to use the Product and manage Your subscription, payments and the Product. This RoboticsCats user account is a part of the Product and is subject to the agreement between RoboticsCats and You.

3.4.2. Payment terms for Your subscription. Your agreement with RoboticsCats includes all subscription fees and payment terms applicable to the Product and subscription chosen by You (as published on RoboticsCats website or otherwise made available to You either within, or through Your RoboticsCats user account); the subscription fee includes also the payment for the Maintenance Fee and the services related thereto. Your RoboticsCats subscription will continue month-to-month until terminated. You can cancel Your subscription at any time. After you terminate the subscription, we will charge you at the end of the following month for the specific days that the paid service was active. Your account will remain active but all services without a valid subscription will be unavailable. We may change our subscription plans and the price of the subscription from time to time; however, any price changes or changes to Your subscription will apply to You no earlier than 30 days following notice to You. If You do not agree with the updated terms of the subscription, You can stop using the Product.

3.4.3. Billing cycle for Your subscription. The fee for Your subscription will be charged on a monthly basis on the 1st day after a calendar month of service usage. In case You activate Your subscription on any other day than the 1st day of the month, You will be charged the corresponding portion of the subscription fee. To the extent permitted by the applicable law, payments are non-refundable.

3.4.5. Payment method. You can pay for Your subscription either by entering Your credit card information to Your RoboticsCats user account, or by any other means as published, from time to time, on the RoboticsCats website (including invoicing).

3.4.6 Removing a credit card. You can withdraw your credit card at any time. In the event that you choose to remove the card (not replace it with another), all subscriptions and related services will be terminated. Before the actual withdrawal, the card is charged for specific days and services that have not yet been billed.

3.5. Exceptions. For use of the Product or a Beta Software Product, only the Maintenance Services and Exclusions paragraphs of this section apply.

  1. HARDWARE FAILURE

In case a server, that has a Product installed, has been detected not to be working and need to be replaced, the License may be transferred and re-activated on another server. The process to re-activate the License is as follows:

4.1. You send RoboticsCats an e-mail to sales@roboticscats.com  with a copy of the service report (RMA or similar) from the server manufacturer’s authorized service/repair organization stating that the device has been replaced and the original device has been destroyed. The service report should include the MAC address of the replacement device.

4.2. RoboticscCats will confirm the Service report and, upon approval, a re-activation of the license is granted to You. The registration code could be used again to install the Product on a new device (Hardware) of the same model as the one which was replaced. In case a Service report is not approved by RoboticsCats the License will not be re-activated.

  1. PAYMENT TERMS

Unless explicitly set forth in this Agreement, all fees and other amounts due under this Agreement are non-cancellable and non-refundable. Unless otherwise agreed to by the parties, You shall pay all fees or amounts within 30 days of the date of the invoice. A late fee shall be charged on any overdue amounts and any other fees and expenses not paid as provided under this Agreement at the rate of one percent (1 %) per month, or the highest rate allowable under applicable law, whichever is less, commencing with the date payment was due.

  1. TAXES

The fees and all other amounts due as set forth in this Agreement are net amounts to be received by RoboticsCats, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by You or otherwise due as a result of this Agreement. You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on RoboticsCats’ income.

  1. CONSENT TO USE OF DATA

7.1. If RoboticsCats provides any support services to You, You agree that RoboticsCats and its affiliates may collect and use all information You provide as a part of any such support services related to the Product. For this purpose, RoboticsCats agrees not to use this information in a form that personally identifies You. RoboticsCats maintains user login information under which RoboticsCats may collect Your RoboticsCats product login e-mail only.

7.2. RoboticsCats reserves the right to use Your images and videos created by the Product for its purposes, including, but not limited to, RoboticsCats’ promotional and marketing purposes. RoboticsCats uses only the images or video streams which You make publicly available and allow for embedding to third-party web pages. RoboticsCats may also contact You in order to ask You for any additional information that RoboticsCats may publish online on our and/or third-party web pages along with Your images to videos.

7.3. RoboticsCats enables You to upload Your images directly from the Product to third-party websites. If You choose to upload Your images to such third-party websites, You shall be solely responsible for ensuring that the images or any other content uploaded to the third-party websites meet their terms and conditions and RoboticsCats shall not have any responsibility or liability in relation thereto.

  1. PERSONAL DATA

8.1. RoboticsCats has no control or liability for the processing of third-party personal data (primarily of persons captured in Your images or videos) which may occur in the course of Your use of Product. If, in connection with Your use of the Product and in exceptional circumstances, You provide RoboticsCats with any (Your or third-party) personal data, You shall ensure compliance with applicable laws, including, but not limited to the General Data Protection Regulation (EU Regulation 2016/679, the “GDPR”) and You shall be solely responsible and reliable for the personal data that You provide to RoboticsCats. Should RoboticsCats get any access to such personal data, RoboticsCats will act as a processor and shall process the personal data only to the extent required for the provision of the Product and related services and shall process the data only on Your instructions (as given by Your use of the Product) and only for the period necessary for Your use of the Product and provision of the services. The personal data shall be deleted as soon as it is processed for Your required purpose within the Product. RoboticsCats undertakes to adopt reasonable measures to secure the personal data provided within Your use of the Product and to notify You in the event that the security of the personal data should be threatened. Should any RoboticsCats employees have access to Your personal data, they are bound by confidentiality. On Your demand, RoboticsCats will provide You with information necessary to demonstrate compliance with data protection requirements. At Your costs, You may also conduct an audit by assigning an independent third party who shall be obliged to observe confidentiality in this regard. Any such audit will follow the RoboticsCats’ reasonable security requirements and will not unreasonably interfere with the RoboticsCats’ business activities. You may carry out the audit only when there are specific grounds for suspecting the misuse of personal data, and no earlier than two weeks after You have provided written notice to RoboticsCats.

8.2 Without prejudice to Section 8.1 above, when providing the Product and related services under this Agreement, RoboticsCats may also process Your or third-party personal data to the extent necessary for the performance of this Agreement. More information about how RoboticsCats collects and processes Your personal data is available at the Privacy policy.

  1. INTELLECTUAL PROPERTY RIGHTS

Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by RoboticsCats and its licensors.

  1. WARRANTY

10.1. Warranty. RoboticsCats warrants that for a period of one year from the date of delivery (“Warranty Period”), under normal use, the Product will perform substantially in conformance with the specifications published on the RoboticsCats website. During such period, and as the sole obligation of RoboticsCats and Your sole remedy under the warranty in this Section, if You provide written notice of RoboticsCats’ failure to comply with the above warranty, RoboticsCats will use reasonable commercial efforts to correct such nonconformity in the Product as in accordance with the terms of the Maintenance and Support Policy. In addition, if RoboticsCats determines it is not commercially reasonable to correct the nonconformity, RoboticsCats may elect to terminate the license to such Product, upon which termination Licensee will promptly return to RoboticsCats all such copies of such Product. Upon receipt of the Product from Licensee, RoboticsCats will return to Licensee all license fees (and any unused support fees) paid to RoboticsCats by You for such Product. This warranty set forth above does not apply to, and RoboticsCats shall have no obligation with respect to, any non-conformity arising as a result of (i) use of the Product other than as specified under this Agreement and the related Documentation; (ii) any modification or alteration of the Product performed other than by RoboticsCats or its agents, or (iii) transfer of the Product to any server system other than the ones on which Product is authorized to be installed, except as permitted in this Agreement.

10.2. Disclaimer. Other than the warranty set forth in Section 9.1 above, and to the maximum extent permitted by applicable law, RoboticsCats, its authorized resellers and their subsidiaries provide the Product and any support services related to the Product (“Support Services”) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services.

10.3. RoboticsCats also specifically disclaims responsibility of third party products and services with which You may utilize the Product and You specifically disclaim and waive any rights and claims You may have against RoboticsCats with respect to such third party products and services, to the maximum extent permitted by applicable law.

  1. LIMIT OF LIABILITY AND EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

To the maximum extent permitted by applicable law, in no event shall RoboticsCats, its authorized resellers or their subsidiaries be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the product, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this license, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of RoboticsCats, even if RoboticsCats has been advised of the possibility of such damages.

11.1. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of RoboticsCats, its resellers and their subsidiaries under any provision of this License and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

  1. GENERAL

This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region (HKSAR) excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Hong Kong and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You may not assign this Agreement or any right or interest hereunder, by operation of law or otherwise, without RoboticsCats’ express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement, including RoboticsCats’s support and maintenance services terms constitutes the entire and exclusive agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter. The terms and conditions contained in any customer purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by RoboticsCats and will be deemed null and of no effect.

  1. COMPLIANCE WITH LICENSES

If You are a business, company or organization, You agree that upon request from RoboticsCats or its authorized representative You will within thirty (30) days fully document and certify that use of any and all RoboticsCats Products at the time of the request is in conformity with Your valid licenses from RoboticsCats.

  1. DISCONTINUING OR MODIFYING SERVICES

You acknowledge that RoboticsCats has the right to discontinue the manufacture and development of any of the Product and the support for that Product, in its sole discretion at any time, including the distribution of older Product versions, provided that RoboticsCats agrees not to discontinue the support for that Product during the current annual term of this Agreement, subject to the termination provisions herein. Notwithstanding the foregoing, if RoboticsCats discontinues the manufacture and support for a particular Product, Support for any remaining Products covered by this Agreement shall not be adversely affected. RoboticsCats reserves the right to alter the Support, in its sole discretion but in no event shall such alterations result in: (a) diminished support from the level of support set forth herein; (b) materially diminished obligations for RoboticsCats or (c) Your materially diminished rights.