End User Software License Agreement (EULA)
END USER SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS CONTRACT CAREFULLY. BY USING THE SOFTWARE OR A PRODUCT IN WHICH THE SOFTWARE IS EMBEDDED, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) AND AGREE TO BE BOUND BY THEM. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
1 Scope of Agreement
This Agreement sets forth the terms and conditions applicable to the license granted herein by Universal Robots A/S (“Universal Robots”) for the Universal Robots software (“Software”). The Software may be provided on: hard drives of the robot or external processing devices; memory devices; via download from Universal Robots website; or through integrated circuits (collectively the “Products”). The term Software includes all (i) Universal Robots or third-party computer information or software which is a part of the Product; (ii) related explanatory or auxiliary written materials, including – without limitation – documentation, guides and guidelines, as well as graphic materials, including – without limitation – models, images and videos, data or files; and (iii) all patches, error corrections, updates, upgrades, enhancements, modifications, additional software components provided by Universal Robots to be embedded in the Product. This Agreement governs the right to use the Software by the purchaser or user of a Product (“Licensee”). Universal Robots and Licensee are each a Party and collectively, the Parties.
2 License Grant and Restrictions
2.1 Universal Robots grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable license during the term of this Agreement to use the Software solely in connection with the Universal Robots Product in which the Software is embedded and only as authorized in and subject to this Agreement. Licensee agrees that (1) Licensee may only use the Software in accordance with the terms of this Agreement; (2) may only use the Software for its own internal business purpose and within the scope of the Software application; (3) Licensee will not pledge, lease, rent or assign to, or share Licensee’s rights or obligations under this Agreement with any third party; (4) except as permitted by mandatory law, Licensee shall not, under any circumstances, reverse engineer, decompile, disassemble or otherwise attempt to discover, reconstruct or identify the source code of the Software or any user interface techniques, algorithms, logic, protocol, or specifications included, incorporated, or implemented herein; (5) the Software shall not be used in any way which would violate any Export Laws (as defined in Section 9 herein); and (6) Licensee will not transfer or make the Software available to any third party, or create derivative works of the Software, without Universal Robots’ prior written consent, and in the event of any violation hereof, Universal Robots is not liable for any damage or harm caused by its Software or Products to Licensee or any third party.
2.2 The Software is the intellectual property of and is owned by Universal Robots and/ or its licensors. The structure, organization and code of the Software are valuable trade secrets and confidential information of Universal Robots and/or its licensors. Unless permitted by mandatory law or specifically and expressly permitted by Universal Robots in writing, Licensee shall not modify, adapt, or translate the Software. Universal Robots trademarks shall be used only in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except for the license granted in Section 2.1 above, this Agreement does not grant Licensee any intellectual property rights in or licenses to the Software and all rights and licenses not expressly granted herein are reserved by Universal Robots. Licensee agrees that all right, title and interest in the Software, including the intellectual property, is and remains the sole property of Universal Robots and/or its licensors.
3.1 The Software is installed on Licensee’s systems and networks and Licensee is solely responsible for the physical and environmental security of those systems and networks. When on site, if requested by Licensee, Universal Robots personnel will comply with Licensee’s physical and environmental, or access, use and security policies, rules, and procedures (“Security Procedures”) pertaining to Licensee’s systems and networks to which they have agreed in advance.
3.2 Access to the Software, as installed on Licensee’s systems and networks, is managed and controlled solely by Licensee and not by Universal Robots. Where Universal Robots personnel require remote access to those systems for the purpose of providing maintenance and support services, if requested by Licensee, they will comply with Licensee’s Security Procedures, including policies pertaining to user credentials, to which they have agreed in advance.
3.3 Universal Robots is not responsible for and makes no representation, warranty, or assurance as to the adequacy or sufficiency of Licensee’s Security Procedures and therefore shall not be responsible for any Security Incidents caused by reasons of inadequacy or insufficiency of Licensee’s Security Procedures.
4 Security Incidents
4.1 Licensee shall immediately report to Universal Robots any attempted, actual, or suspected breach of security or unauthorized access to, corruption of, or theft, loss, or ransom of data that in any way may affect, involve, or implicate the Software or Products (each, a “Security Incident”). The report of the Security Incident shall at a minimum include the type of breach or unauthorized access, the loss, the scope of such breach (or the anticipated scope) as well as any vulnerabilities discovered in the Software or Products or any other necessary information Universal Robots may request for the purpose of investigation of such Security Incident.
4.2 The Parties shall work together, communicating regularly and advising their respective senior management, to identify the root cause of the Security Incident, the nature of the data accessed, corrupted, stolen, lost, or ransomed, and any regulatory or insurance reporting requirements that may be applicable, and any remedial measures that the Parties should take, all in consultation with senior management.
4.3 The Parties shall not disclose the fact that a Security Incident has occurred, or any information pertaining to the Security Incident or its cause or data that may have been affected, except and then only to the extent required to do so by law, regulation, or court order, or except as agreed by the Parties’ senior management, and the Parties shall inform their personnel accordingly, instructing all personnel to refer any third party inquiries to senior management.
5.1 The purchase price paid by Licensee to Universal Robots for the Product includes the license fee for the license to use the Software granted under this Agreement.
5.2 Universal Robots reserves the right to demand an annual license fee in the future.
5.3 Universal Robots reserves the right to demand an additional license fee for future updates, upgrades, enhancements and/or additional software components provided by Universal Robots to be embedded in the Product.
6 Term and Termination
6.1 This Agreement is effective upon Licensee’s receipt and use of the Software and shall continue until terminated pursuant to this Section 6. Licensee may terminate this Agreement by terminating its use of the Software. Universal Robots may terminate this Agreement for convenience by providing ninety (90) days’ notice to Licensee.
6.2 Universal Robots may terminate this Agreement for cause at any time upon the occurrence of any the following events: (1) breach by Licensee of any term hereof that is not cured within thirty (30) days written notice of such default, if cure is possible, otherwise this Agreement is terminated upon breach with immediate effect; (2) Licensee’s failure to pay any purchase price or license fees when due and owning under this Agreement, if applicable; or (3) Licensee’s default under any other agreement with Universal Robots.
6.3 Upon termination, Licensee shall immediately cease to use the Software.
7 Warranty and Disclaimer
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS AND UNIVERSAL ROBOTS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE DOCUMENTATION AND SOFTWARE AND WE HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER UNIVERSAL ROBOTS NOR ITS SUPPLIERS, INCLUDING – WITHOUT LIMITATION – ITS LICENSORS, MAKE ANY REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING (1) THE USE OR INABILITY TO USE THE SOFTWARE; OR (2) ANY RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, OR RELIABILITY. LICENSEE UNDERSTANDS AND AGREES THAT IT ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE.
8 Limitation of Liability and Remedies
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL UNIVERSAL ROBOTS BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY LICENSEE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOSS OF ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION OR OTHER DATA, THE COST OF RECOVERING SUCH LOST INFORMATION OR DATA, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE REGARDLESS OF WHETHER UNIVERSAL ROBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNIVERSAL ROBOTS’ AGGREGATE LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS WILL BE LIMITED TO THE GREATER OF: (1) THE ANNUAL LICENSE FEE PAID BY LICENSEE FOR USE OF THE SOFTWARE; OR (2) ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.
9 Export Laws
Licensee agrees to comply with all applicable laws and regulations, including export laws of the United States and any other applicable country or jurisdiction. Licensee agrees that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other country’s export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee is not a citizen, or otherwise located within, an embargoed nation (currently, including without limitation the following countries: Iran, Syria, Sudan, Venezuela, Cuba and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Software. The Software shall under no circumstances be used by Licensee for planning, construction, maintenance, operation or use, directly or indirectly, in nuclear power plants, missile technology, chemical or biological weapons applications or flight, navigation, or communication of aircraft or ground support equipment.
Licensee shall defend, indemnify and hold Universal Robots and its affiliates, employees and agents harmless, from and against all sums, claims, costs, duties, liabilities, losses, obligations, suits, actions, damages, penalties, awards, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that Universal Robots may incur or be obligated to pay as a result of Licensee’s unauthorized use, modification, resale, transfer, shipment, or export of the Software.
11 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Denmark, without giving effect to conflict of laws provisions thereof. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any and all disputes arising out of or in connection with this Agreement shall be submitted to the International Chamber of Commerce and shall be settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said Rules. The place of arbitration shall be Copenhagen, Denmark. The arbitration shall be conducted in the English language. The foregoing notwithstanding, Universal Robots may seek preliminary, temporary, or permanent injunctive relief and other equitable remedies in any court of competent jurisdiction prior to or during arbitration and may enforce the award of the arbitrator in any court of competent jurisdiction.
Each Party (the “Receiving Party”) may receive or be given access to the business, product or service, or customer information of the other Party (the “Disclosing Party”), that is marked or otherwise identified as “proprietary” or “confidential” or that is of such a nature that a reasonable person would understand such information to be proprietary or confidential (“Confidential Information”). A Party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession without any obligations of confidentiality before the disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party, which independent development can be shown by written evidence; or (e) is required to be disclosed by applicable law, by any court of competent jurisdiction or by any regulatory or administrative body, provided the Receiving Party will promptly notify the Disclosing Party upon learning of any such legal requirement, and reasonably cooperate with the Disclosing Party in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.
The Parties hereby agree:
- not to use Confidential Information received from the other Party for any purpose other than for the purpose of this Agreement; and
- to maintain Confidential Information received from the other Party in strict confidence and to take all reasonable precautions to prevent third parties from getting unauthorized access to Confidential Information, and to ensure the security and confidentiality of all Confidential Information.
13 Entirety of the Agreement
This Agreement shall constitute the complete, final, and exclusive agreement between Universal Robots and Licensee with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the Parties relating to this subject matter hereof; provided that all confidentiality and mutual non-disclosure agreements previously executed by Licensee and Universal Robots shall remain in full force and effect. If any of the terms and conditions of this Agreement are held by any competent court or authority to be invalid or unenforceable in whole or in part, the validity of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect. The additional or conflicting terms of Licensee’s purchase order or other ordering documents (other than quantity, price, and delivery terms) shall not amend the terms of this Agreement and are hereby rejected.
14 Changes to the Agreement
Universal Robots reserves the right, in its sole and absolute discretion, to change the terms of the Agreement, including – without limitation – to demand an annual license fee, cf. Section 5.2, or an additional license fee, cf. Section 5.3, by providing ninety (90) days’ notice to Licensee.