The person manifesting acceptance of these License Terms represents that s/he is authorized to do so on behalf of the Customer.
The products provided by Elementary Robotics include certain “Embedded Software.” The Services provided by Elementary Robotics make use of certain “Cloud Software.”
All worldwide Intellectual Property Rights in and to Licensor’s Cloud Services and Embedded Software (collectively, “Licensor Technology”) are, and shall remain, the exclusive property of Licensor and its licensors and suppliers. Customer is responsible for ensuring the security and confidentiality of all end user accounts and IDs.
Subject to Customer’s compliance with the terms and conditions of this Agreement, Licensor hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license allowing Customer and its agents to access and use the Embedded Software in connection with the hardware products provided by Elementary Robotics in which such software is embedded and, during the applicable subscription term, the Services for Customer’s internal business purposes.
Customer acknowledges that Licensor’s provision of the Services is dependent on Customer providing timely cooperation as reasonably required by Licensor, Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Licensor Technology and notify Licensor promptly of any actual or suspected unauthorized access or use.
Customer accepts responsibility for any violation of these terms and conditions by its agents, employees and others to whom Customer allows to access the Licensor Technology.
Customer acknowledges and agrees that proper function of the Services is dependent upon access to telecommunications and Internet services. As between Customer and Licensor, Customer will be solely responsible for acquiring and maintaining all such telecommunications and Internet services and other hardware and software required to access and use the Services, including as set forth in the Elementary Robotics’ documentation. Elementary Robotics will not be responsible for any lost communications or other loss or damage of any kind arising from any such Customer-provided telecommunications and Internet services. In addition, Customer will be responsible for ensuring that its systems have sufficient bandwidth to use the Services.
Licensor works with third parties whose technology may be integrated within or interoperable with Licensor Technology (collectively “Licensors”). Use of the Licensor Technology is subject to additional terms and conditions required by such Licensors, details of which will be provided by Licensor upon request, and which are incorporated herein by reference.
Licensor reserves the right to update the Embedded Software and Services from time to time as may be appropriate to correct errors, improve functionality, address security concerns, etc.
Customer hereby grants Elementary Robotics a non-exclusive, royalty-free license to copy, store and use Customer Data to provide services to Customer as contemplated herein, e.g., to respond to service or technical problems. With the exception of any data that contains any personally identifiable information obtained from Customer, Elementary Robotics owns all data relating to the performance of its products and technology and services and has the right to aggregate, collect and analyze use the same for the purpose of improving its products and services (e.g., system tuning, machine learning and related tools and algorithms).
Customer may not, directly or indirectly, and Customer shall ensure that its agents and employees do not, directly or indirectly, engage in any of the following (collectively, “License Restrictions”):
interfere with or disrupt the integrity or performance of the Cloud Services or attempt to gain access to any systems or networks that connect thereto (except as required and permitted to access and use the Cloud Services);
reverse engineer, decompile, disassemble, copy, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Licensor Technology;
use or access the Licensor Technology to develop a product or service that is competitive with Licensor’s products;
transfer, distribute, sell, resell, lease, license, sublicense or assign the Licensor Technology;
attempt to gain unauthorized access to the Cloud Services; or
otherwise use the Licensor APIs, Platform Services or any other Licensor Technology outside the scope expressly permitted hereunder.
Except where prohibited, Elementary Robotics shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from Customer use of the Cloud Services and Embedded Software. These exclusions include, without limitation, damages for lost profits, lost data, computer failure, or the violation of Customer rights by any third party, even if Elementary Robotics has been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.
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