PLEASE READ THIS AGREEMENT 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 Inbolt SAS (“Inbolt”) for the Inbolt Studio software (“Software”) for the Inbolt System (“Inbolt System”). The Inbolt System may comprise any of the following: an Inbolt industrial controller (“Controller”) comprising at least a part of the Software, a 3D sensor comprising at least a part of the Software, and at least a part of the Software may be provided for installation on a robot controller or installed on a robot controller. The Software may be provided on: hard drives of a robot or external processing devices; memory devices; or through integrated circuits (collectively the “Products”). The term “Software” includes all (i) Inbolt or third-party computer information or software which is a part of the Inbolt System; (ii) related explanatory written materials or files; and (iii) all patches, error corrections, updates, upgrades, enhancements, modifications, additional software components provided by Inbolt to be embedded in the Inbolt System. This Agreement governs the license to use the Software by you, the purchaser or user of a Inbolt System (“Licensee”). Inbolt and Licensee are each a Party and collectively, the Parties.

2. LICENSE GRANT AND RESTRICTIONS

2.1 Inbolt 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 Inbolt System 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) Licensee may only use the Software for its own internal business purpose and within the scope of the Software application with respect to one (1) Inbolt System; (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 10 herein); and (6) Licensee will not transfer or make the Software available to any third party, or create derivative works of the Software, without Inbolt prior written consent, and in the event of any violation of this Section 2.1, Inbolt is not liable for any damage or harm caused by its Software, the Inbolt System, or Products, to Licensee or any third party.

2.2 The Software is the intellectual property of and is owned by Inbolt and/or its licensors. The structure, organization and code of the Software are valuable trade secrets and confidential information of Inbolt and/or its licensors.  Unless permitted by law or specifically and expressly permitted by Inbolt in writing, Licensee shall not modify, adapt or translate the Software. Inbolt trademarks shall be used only in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks shall only be used to identify printed output produced by the Software and such use of any trademark does not give Licensee any rights of ownership in that trademark. Except for the license granted in Section 2 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 Inbolt. Licensee agrees that all right, title and interest in the Software, including the intellectual property, is and remains the sole property of Inbolt and/or its licensors. Consequently the Licensee agrees that he may under no circumstances have the right to repair, reconstruct, remanufacture, reflash or rebuild any or all parts of the Product, without prior consent of Inbolt.

3. SECURITY

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, Inbolt 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 Inbolt. Where Inbolt 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 Inbolt 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 Inbolt 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 Inbolt 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. CONSIDERATION

5.1 The purchase price paid by Licensee to Inbolt for the Inbolt System includes the license fee for the license to use the Software granted under this Agreement.

5.2 Inbolt reserves the right to demand a license fee for future versions, updates, upgrades, enhancements and/or additional software components provided by Inbolt to be embedded in or used in connection with the Inbolt System.

6. DATA RIGHTS

6.1 For the purposes of this Section 6, “Licensee Data” means any and all data and information uploaded or submitted into, or captured by, the Software in the course of Licensee’s use or operation of the Inbolt System, including without limitation runtime logs and performance data. As between Inbolt and Licensee, Licensee is and shall remain the sole and exclusive owner of all rights in and to Licensee Data.

6.2 Licensee grants to Inbolt, and Inbolt accepts, a nonexclusive, worldwide, transferable, sublicensable (to its affiliates, subcontractors, and service providers), irrevocable, royalty-free, fully paid-up license to:

6.2.1 Access Licensee Data, either directly or through remote access, or through its direct provision to Inbolt by Licensee in accordance with instructions provided from time to time;

6.2.2 Use Licensee Data to enhance and improve the Software and the Inbolt System and for other development, diagnostic, and corrective purposes in connection therewith;

6.2.3 Use Licensee Data to create statistical analyses and algorithms for research and development purposes, and for benchmarking purposes, alone or with other users’ data (“R&D Analyses”), the rights to which R&D Analyses are and shall be owned solely and exclusively by Inbolt without restriction; and

6.2.4 Disclose the Licensee Data to its subcontractors and service providers, and to other third parties as authorized by Licensee.

6.2.5 It is understood and agreed that, in addition to R&D Analyses, Inbolt may also compile statistical and other information related to the performance, operation, and use of the Software and the Inbolt System, independent of Licensee Data (“Product Analyses”), the rights to which Product Analyses are and shall be owned solely and exclusively by Inbolt without restriction. Inbolt agrees, however, that neither R&D Analyses nor Product Analyses will incorporate Licensee Data in a form that could serve to identify Licensee or any individual. Licensee is granted no rights or licenses with respect to R&D Analyses or Product Analyses.

7. TERM AND TERMINATION

7.1 The License granted under this Agreement is issued for the fixed term specified in the applicable Quote. In the absence of a term specified in the applicable Quote, the License shall be granted for a period of three (3) years from the date of first activation, or for a period of one (1) year from the date of activation for any renewal agreed between the Parties. Upon expiration of this term, access to the Software will be disabled unless the License is renewed under a new Quote agreed between the Parties..

7.2 Termination for convenience : Licensee may terminate this Agreement by terminating its use of the Software. Inbolt may terminate this Agreement for convenience by providing ninety (90) days’ written notice to Licensee. Upon such termination, access to the Studio software will cease immediately.

7.3 Termination for cause: Inbolt 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 Inbolt. 

7.4 Upon termination, Licensee shall immediately cease to use the Software. Sections 5 through 15 shall survive termination.

8. WARRANTY AND DISCLAIMER

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS AND INBOLT MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE DOCUMENTATION AND SOFTWARE AND HEREBY EXPRESSLY EXCLUDES 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 INBOLT NOR ITS SUPPLIERS, INCLUDING – WITHOUT LIMITATION – ITS LICENSORS, MAKES 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.

9. LIMITATION OF LIABILITY AND REMEDIES

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL INBOLT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF ANTICIPATED PROFITS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF DATA, REGARDLESS OF WHETHER INBOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INBOLT’S AGGREGATE LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE UNDER THE APPLICABLE QUOTE GIVING RISE TO THE CLAIM.

10. 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.

This Section supplements and does not replace the export control obligations set forth in the General Terms & Conditions.

11. INDEMNIFICATION

Licensee shall defend, indemnify and hold Inbolt 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 Inbolt may incur or be obligated to pay as a result of Licensee’s unauthorized use, modification, resale, transfer, shipment, or export of the Software.

This Section supplements and does not replace the indemnification obligations set forth in the General Terms & Conditions.

12. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of France, 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. All disputes arising out of or in connection with this Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Paris, France. The arbitration shall be conducted in the English language. The foregoing notwithstanding, Inbolt 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.

13. CONFIDENTIALITY

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 other 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.

These obligations survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets which remain protected indefinitely.

14. ENTIRETY OF THE AGREEMENT

This Agreement is to be read together with and subject to Inbolt’s General Terms & Conditions (GTC) and, where applicable, the Inbolt Support & Service Level Agreement (SLA). In the event of conflict, the GTC shall prevail.

15. CHANGES TO THE AGREEMENT

Inbolt reserves the right to modify the terms of this Agreement upon ninety (90) days’ prior written notice to Licensee. Any such modifications shall apply only upon renewal of the License and shall not affect the terms applicable to the current License term.