UNIVERSAL ROBOTS+ DEVELOPER PROGRAM – TERMS OF USE

Please read the following terms of use carefully before checking the “Register” box to signify your agreement.

1. purpose and scope
   • The UR+ Developer Program (the "Program") is an online developer forum offered by Universal Robots A/S, a company incorporated in Denmark, whose registered address is Energivej 25, 5260 Odense S, Denmark under company number 29138060 ("Universal Robots") to you as an individual or an entity (the "Developer").
   • These terms of use create a contract between the Developer and Universal Robots (the "Agreement"). By clicking "Register," the Developer confirms its understanding and acceptance of the Agreement.
   • This Agreement governs the Developer's use of the Program, through which the Developer can participate in discussion forums that are hosted and made available by Universal Robots, get information and technical support from experts, and download software and guidelines for the purpose of developing products or work with URCaps, the software which can be used to extend the functionality of the Polyscope for various applications.
2. contract and content changes
   • Universal Robots reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on the Developer's use of the Program. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. The Developer's continued use of the Program will be deemed acceptance thereof.
   • Universal Robots reserves the right at any time to extend or limit the scope of the Program or to modify its functionality.
3. account and forum
   • To get access to the Program, the Developer needs to establish an account, including a username and a password (the "Account"). The Developer undertakes to only access the Program through this Account.
   • The Developer is responsible for all activity occurring under the Account.
   • The Developer will through the Program have access to the Universal Robots+ Developer Forum (the "Forum"). The Developer may interact with other users, including submission and posting of information, text, materials, data and codes (the "Contribution") that are accessible and viewable by the other users. The Developer agrees not to act inappropriately or in an offensive manner in the Forum.
   • The Developer undertakes not to infringe any third party's intellectual property rights, violate any laws or disclose any confidential information when interacting in the Forum. It is the Developer's sole responsibility that the Developer does not contribute to or encourage infringing or other unlawful conduct.
   • The Developer agrees not to provide inaccurate information when interacting in the Forum.
   • Universal Robots has the right to modify, withdraw and deny the Developer's access to the Program at any time. Universal Robots reserves the right to remove the Contribution posted by the Developer in the Forum if the Contribution does not comply with Universal Robots' content standards.
4. intellectual property
   • Any software, guidelines, technical information, content, data, images or other materials provided by Universal Robots in the Program (the "Content") are all proprietary rights of Universal Robots. The Content are protected by intellectual property rights and includes rights in copyrights, patents, trademarks, design rights, database rights, trade secrets, know-how and all other confidential information protected under the laws of Denmark, any other jurisdictions or treaty.
5. license to use content
   • Universal Robots grants the Developer a non-exclusive, non-transferable, royalty-free, payment-free and revocable license to use the Content for the Developer's personal and internal use, including but not limited a license to use the software to create a product compatible with Universal Robots' products (the "UR+ Product"). Universal Robots retains and reserves all intellectual property rights not expressly granted in this Agreement.
6. Restrictions on use of content
   • The Developer agrees not (nor allow, authorize or assist others) to decompile, reverse engineer, disassemble, modify or translate the Content or otherwise attempt to derive source code, trade secrets, or know-how in the Content and the Program.
   • Further, the Developer agrees not to sublicense, network, lease, sell, distribute, disclose, publicly display, publish, reproduce, create derivative works based on, assign or transfer the Content in whole or in part to any person or other entity without Universal Robots' prior written consent.
   • The Developer undertakes not to use the Content inconsistently with Universal Robots' ownership of the Content. This includes without limitation challenging Universal Robots' ownership of the Content, the validity of Universal Robots’ intellectual property and patent rights, the validity of the licences granted in this Agreement and exploiting Universal Robots' intellectual property rights during or after the termination of this Agreement.
7. feedback
   • The Developer undertakes to provide Universal Robots with any suggestions, comments or other feedback which the Developer has learned or collected in relation to the Content provided by Universal Robots (the "Feedback"). This includes test results, error data, bugs, reports and other information relating to the Developer's evaluation of the Content regardless of the form of which it has been collected.
   • The Developer agrees not to provide Universal Robots with Feedback that breaches any obligation of confidentiality owed to a third party or infringes any third party's intellectual property rights or any other applicable law.
   • The Developer grants Universal Robots all rights and the ownership of the Feedback including any intellectual property herein at no cost. Universal Robots is entitled but not obligated to use, incorporate, reproduce, license and distribute the Feedback for any purpose with no obligation of any kind to the Developer.
8. independent development and residuals
   • The Developer retains all the intellectual property rights to its Contribution.
   • The Developer grants Universal Robots and any company or affiliate within the Universal Robots group a worldwide, royalty-free, non-exclusive license to use, modify, distribute and sublicense any Contribution submitted by the Developer in connection with its use of the Program for any purpose. The license is granted without any compensation or obligation to the Developer.
   • Nothing in this Agreement may be construed as a representation or inference that Universal Robots will not develop, design, manufacture, acquire, market products that compete with the Developer's products or Contribution.
   • Universal Robots is entitled to use the Developer's Feedback and the residuals resulting from the Developer's Contribution, providing that it does not disclose the Developer's confidential information except as permitted pursuant to this Agreement.
9. Confidentiality
   • Universal Robots may provide the Developer with access to non-public information, including data, software, specifications and guidelines related to the Content and Universal Robots (the “Confidential Information”), which is considered confidential and proprietary to Universal Robots.
   • The Developer undertakes not to disclose Confidential Information to any third party, including any affiliates or subsidiaries, without Universal Robots' prior written consent.
   • Further, the Developer undertakes not to use any Confidential Information for any purpose outside the scope of the Program except with Universal Robots' prior written permission.
10. indemnification
    • The Developer indemnifies and agrees to defend Universal Robots, its distributors and sales agents against any and all actions, suits and claims and hold harmless from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney and professional fees) that result or arise from the Developer's use of the Content in a manner that is inconsistent with this Agreement.
    • Universal Robots will indemnify, defend and hold the Developer harmless, against all claims against the Developer which arises from the Content infringing an intellectual property right in the country where the Content is initially delivered, provided the Developer promptly notifies Universal Robots in writing, assists in the investigation or defense of the claim and allows Universal Robots to be solely responsible and control the defense and settlement of such
11. No warranties
    • The Program and the Content provided by Universal Robots hereunder are provided on an "as is" basis and the Program is subject to change. Universal Robots and its suppliers disclaim all warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose or noninfringement.
12. Limitations of liability
    • To the maximum extent permitted by applicable law, in no event will Universal Robots or its suppliers be liable for any special, incidental, indirect or consequential damages arising out of or related to this Agreement or the Developer's use of the Program.
13. EXPORT CONTROL LAWS and audit

The Developer agrees to comply with all applicable foreign trade control and export control laws and regulations as well as all economic and trade sanctions including but not limited to those imposed by the United States (“US”) or the European Union (“EU”) or any of its member states. The Developer shall not export or re-export any portion of the Content received from Universal Robots in connection with this Program, to any country, entity or person except in compliance with applicable export laws.  Such regulation and laws include but are not limited to the Council Regulation (EC) No. 1334/2000, the US Export Administration Regulations, the International Traffic in Arms Regulations as well as Specifically Designated Nationals and Blocked Persons programs (as those terms are defined in the United States Code of Federal Regulations).

• Universal Robots shall have the right, at its own expense, to audit the Developer’s compliance with the terms of this Agreement.

14. Term and termination
    • This Agreement will continue to apply until terminated by either the Developer or Universal Robots as set forth below.
    • Universal Robots may immediately terminate or suspend this Agreement and all rights and licenses granted by Universal Robots at its sole discretion at any time, for any reason effective upon notice from Universal Robots.
    • The Developer may terminate this Agreement at any time by ceasing the Developer's access to the Program and use of all Content.
    • Upon termination of this Agreement, all rights and licenses granted herein immediately expire and the Developer must cease use of all Content and permanently delete all Content in its possession.
    • Sections 4, 6, 9, 11, and 12 of this Agreement shall survive any termination of the Agreement.
15. governing law
    • This Agreement shall be governed by the laws of Denmark excluding its conflicts of law provisions and the United Nations Convention on Contracts for the Sale of Goods.