This End User License Agreement (the “EULA”) is between You, the End User, and MOVIA Robotics, Inc. (“MOVIA Robotics”, “us”, or “we”), herein referred to jointly as “the parties”. By using the software (the “Software”) that is embedded in MOVIA Robot-Assisted Instruction System (the “Product”), you agree to the terms of this EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE SOFTWARE AND YOU MAY CHOOSE TO CONTACT US AT THE EMAIL ADDRESS PROVIDED BELOW TO RETURN THE PRODUCT IN NEW AND UNUSED CONDITION WITHIN TEN (10) DAYS OF OPENING.
1. RIGHT TO USE. Subject to and in consideration of your full compliance with the terms and conditions of this EULA, MOVIA Robotics grants to You (1 ) non-exclusive, non-transferable, and limited license to use the Software during the period stated in the applicable agreement. Standard license agreement term is one (1) year. Upon end of term, You will have a grace period of thirty (30) days. During which time You will renew the annual license agreement, or it shall be terminated. If You are an individual consumer, this license grant allows You to use the Software in conjunction with the Product and solely for the Product for your personal, non-commercial purposes.
2. RESTRICTIONS. Except as otherwise expressly permitted by MOVIA Robotics in writing, you agree not to, and you will not allow others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party, (b) copy or use the Software for any purpose other than as permitted in Section 1 (Right to Use), (c) use any portion of the Software on any device or computer other than the Product that you own or control, (d) remove, erase, obscure, or tamper with any logo, trademark, copyright or product identification or property rights notices, legends, symbols or labels in the Software, or (e) modify, disassemble, decompile or reverse engineer any part of the Software, or create or recreate the source code of the Software,(f) modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software to compete with MOVIA Robotics;
3. SOFTWARE UPDATES. At various times MOVIA Robotics may develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software and related services (“Updates”). These may be automatically installed by MOVIA Robotics in its discretion without providing any additional notice or receiving any additional consent. As part of this Agreement, You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you may receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Software and you agree to promptly install any Updates MOVIA Robotics provides. Your continued use of the Product is your agreement to this EULA.
4. INTELLECTUAL PROPERTY RIGHTS. The Software, including its object code and source code is Confidential Information of MOVIA Robotics and its licensors. MOVIA (or its licensors) owns exclusively and reserves all rights, title and interest in and to the MOVIA Products and Documentation, including all Intellectual Property Rights as well as any Derivative Works. The Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to MOVIA Robotics with respect to the Software shall be MOVIA Robotics’ property.
5. Additional TERMS.
a. Evaluation Software: If the Software has been identified as “Evaluation Software”, then the provisions of this section apply and shall supersede any other conflicting term of this agreement. Your royalty-free, nontransferable, limited license to use the Evaluation Software, for evaluation purposes only, is limited to thirty (30) days unless otherwise agreed to in writing by MOVIA. The Evaluation Software may contain errors or other problems that could cause system or other failures and data loss. Consequently, Evaluation Software is provided to you “AS IS” and MOVIA disclaims any warranty or liability obligations to you of any kind. Any information about the Evaluation Software gathered from its use shall be used solely for evaluation purposes and shall not be provided to any third parties. The restrictions described in Section 2 apply. If you fail to return the Evaluation Software after the evaluation period has expired, MOVIA may, at its discretion, invoice you in an amount equal to the MOVIA List Price for the Evaluation Software and you shall pay such invoice upon receipt. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, MOVIA’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF FIFTY (50) DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.
b. Beta Software: If the Software that you have received has been identified as “Beta” Software, then the provisions of Section 5 a) above shall apply accordingly. MOVIA has no obligation to you to further develop or publicly release the Beta Software. If requested by MOVIA, you will provide feedback to MOVIA regarding testing and use of the Beta Software, including error or bug reports. You agree to grant MOVIA a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and make derivative works and incorporate the feedback into any MOVIA product at MOVIA’s sole discretion. Upon receipt of a later unreleased version of the Beta Software or release by MOVIA of a publicly released commercial version of the Beta Software, you agree to return or destroy all earlier Beta Software received from MOVIA.
c. “Free” or “Open-Source” Software: The product may include programs or code that are licensed under an Open-Source Software (“OSS”) license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.
6. TERM AND TERMINATION. This EULA and the license granted hereunder are effective on the date you first purchase the Software or Product and shall continue for as long as you own the Product, unless this EULA is terminated under this section. Initial Term will be 1-year, paid for in advance or as agreed upon between the parties. 2nd year and follow-on years of license will be charged automatically unless terminated under this clause. MOVIA Robotics may terminate this EULA at any time if you fail to comply with any of the terms hereof. You may terminate this EULA effective immediately upon written notice to MOVIA Robotics. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Software.
7. WARRANTY DISCLAIMER.
a. General. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOVIA ROBOTICS PROVIDES THE PRODUCT SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MOVIA ROBOTICS DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. MOVIA ROBOTICS MAKES NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
b. Use at Your Own Risk. YOU USE THE SOFTWARE AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND MOVIA ROBOTICS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO ANY HOME, PERSONAL ITEMS, PRODUCT, OTHER PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, AND MOBILE DEVICE, RESULTING FROM YOUR USE OF THE SOFTWARE OR PRODUCT.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) MOVIA ROBOTICS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR PRODUCT SOFTWARE, EVEN IF MOVIA ROBOTICS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) MOVIA ROBOTICS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS AND SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US OR MOVIA ROBOTICS’ AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. MOVIA ROBOTICS DISCLAIMS ALL LIABILITY OF ANY KIND OF MOVIA ROBOTICS’ LICENSORS AND SUPPLIERS.
9. FOR U.S. GOVERNMENT END USERS. The Software and accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
10. EXPORT COMPLIANCE. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. You shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software.
11. Unless prohibited by state or federal laws to which you are subject, you will indemnify and hold MOVIA harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
12. GOVERNING LAW; VENUE. This EULA, and any claim, dispute, action, cause of action, issue, or request for relief relating to this EULA, will be governed by the laws of the State of Connecticut, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction.
13. ASSIGNMENT. Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.
14. NOTICES. Any notice to you may be provided by email to the address that you registered with MOVIA.
15. SEVERABILITY. If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
16. WAIVER. All waivers by MOVIA will be effective only if in writing. Any waiver or failure by MOVIA to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17. GENERAL. The Software is deemed irrevocably accepted upon your use of the Software or Product. MOVIA will have no responsibility to provide maintenance or support services with respect to the Software. You acknowledge that the Software contains valuable trade secrets and proprietary information of MOVIA Robotics, that any actual or threatened breach of Section 1.2 (Restrictions) of this EULA will constitute immediate, irreparable harm to MOVIA Robotics for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA. Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing hand-signed by the parties.
If you have questions regarding this EULA, please contact MOVIA Robotics at email@example.com.