Soft Robotics Development Kit (SRDK) Terms of Service v1.12 74DE

 

Welcome to Soft Robotics' ("SRI") SRDK. Before using our SRDK, you should read these Terms. In order to use the SRDK, you must acknowledge your agreement to these terms (by removing or tearing a seal upon the SRDK, clicking a button or checkbox acknowledging agreement, providing a legally binding signature or equivalent, or using the SRDK). The current version of these Terms may be found at www.SoftRoboticsInc.com/SRDK-TOS.


By acknowledging your agreement, you (a) indicate that you have read these Terms, understand them, and agree to be bound to them, on behalf of the organization under and/or on behalf of yourself as an individual; and (b) represent and warrant that you have the authority to act on behalf of and bind your organization.

If you or your organization (collectively,“You“ or "Client") do not agree to all of these terms or you do not have the authority to bind your organization or yourself, then do not acknowledge your agreement.

You may use the SRDK only in compliance with these Terms and only if you have the power to form a contract with SRI. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SRDK. Should you have any questions concerning this Agreement, please contact info@softroboticsinc.com.

Should You accept SRI's General Terms and Conditions via a proposal, purchase order, quote, contract, sales agreement or other written instrument ("sales agreement"), before or after your acknowledging your agreement to these Terms of Service, then SRI's General Terms and Conditions shall supersede and take precedence over these Terms of Service.

1. Terminology “Equipment” as used herein means the control unit device and end of arm tooling hub (or mounting rails) only. “Service parts” as used herein means tubing, fingers, actuators and other related accessories. “Software” means all software and software documentation, if any, provided to and/or licensed to Client by SRI.

2. Title & Risk of Loss. For all Equipment and Software, whether licensed, sold, or rented, Risk of Loss or Damage shall pass to Client upon delivery to the common carrier at SRI’s loading dock.

3. Warranties and Remedies. SRI warrants that Equipment shall be delivered free of material defects in materials and workmanship, and that the Equipment will comply with the relevant standards of the Occupational Safety and Health Act of 1970 (“OSHA”) and the regulations promulgated thereunder as of the date of the sales agreement. In no event shall SRI be responsible for liability arising out of the violation of any OSHA standards relating to or caused by Client’s design, location, operation, or maintenance of the Equipment, its use in association with other equipment of Client, or the alteration of the Equipment by any party other than SRI.

SRI warrants that Software will, when properly installed, perform in all material respects in accordance with SRI’s published specification. SRI does not warrant that the functions contained in the software will operate in combinations which may be selected for use by the Client, or that the software products are free from errors.

The “Warranty Remedy Period” for Equipment and Software shall end one (1) year after date of shipment.

SRI warrants that Service Parts shall be free of any material manufacturing defects upon delivery to Client, and any claim for breach of such warranty must be made within ten (10) days of delivery.

If a nonconformity to the foregoing warranty is discovered in the Equipment or Software during the applicable Warranty Remedy Period, as specified above, under normal and proper use and written notice of such nonconformity is provided to SRI promptly after such discover, SRI shall, at its option, (i) repair or replace the nonconforming portion, (ii) refund the portion of the price applicable to the nonconforming portion, (iiii) modify or make available to the Client instructions for modifying the Software; or (iv) make available at SRI’s facility necessary corrected or replacement Software. Written notice of nonconformity must be provided to SRI within the applicable Warranty Remedy Period and must include a description of the nonconformity sufficient that SRI can reproduce the nonconformity.

SRI shall have no obligation hereunder with respect to any nonconformities resulting from (i) improper or unauthorized installation, operation, maintenance, repair, alteration, or modification; (ii) misuse, negligence or accident; (iii) use in a manner contrary to SRI’s instructions; (iv) has failed as a result of ordinary wear and tear; (v) flaws in Client's specifications; or (vi) Client supplied software or interfacing.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE CLIENT’S EXCLUSIVE REMEDIES AND SRI’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY.

4. Client Warranty and Indemnification. Client hereby warrants to SRI that it shall take the necessary steps to insure that its employees are properly trained in the operation of the Equipment and processes included as a part of, or resulting from, performance of the Services, and that any persons who will be involved in operating, demonstrating, repairing, cleaning or otherwise engaged with such machinery, equipment and processes will comply with all safe operating practices and procedures recommended by the manufacturer. Client further warrants that it will not remove, cover up or alter any warnings or instructions posted or applied to any machinery or equipment included as a part of the Services, or make any alterations which adversely affect the safe operation thereof. Client further warrants that it will not remove any guards or other features incorporated into any such machinery and/or equipment which are designed or intended to enhance operator safety. CLIENT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SRI AND ITS AGENTS, EMPLOYEES AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSS, COST, LIABILITY OR EXPENSE, INCLUDING ANY ATTORNEYS FEES AND RELATED COSTS, TO THE EXTENT ARISING OUT OF OR RELATED TO ANY BREACH BY CLIENT OF THE FOREGOING WARRANTY.

5. Limitation of Liability. In no event shall SRI, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of the Client or other third parties for any damages. SRI’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed one-half (1/2) of the purchase price allocable to the Equipment or part thereof or Software which gives rise to the claim. In no event, regardless of cause, shall SRI be liable for penalties or penalty clauses of any description or for indemnification of Client or others for costs, damages, or expenses arising out of or related to the Equipment and/or Software.

6. Laws and Regulations. SRI does not assume any responsibility for compliance with federal, state or local laws and regulations, and compliance with any laws and regulations relating to the operation or use of the Equipment or Software is the sole responsibility of the Client. Nothing contained herein shall be construed as imposing responsibility or liability upon SRI for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the Equipment. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, but excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and excluding Massachusetts law with respect to conflicts of law. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed.

7. Intellectual Property. SRI hereby grants Client a limited, revocable license to use the Software, subject to the following: (i) the Software may be used only in conjunction with equipment specified by SRI and only for the intended purpose of the equipment, subject to SRI’s discretion; (ii) the Software shall be kept strictly confidential; (iii) the Software shall not be copied, reverse engineered, or modified; (iv) the Client’s right to use the Software shall terminate immediately when the specified Equipment is no longer used by the Client or when otherwise terminated, e.g. for breach, hereunder; and (v) the rights to use the Software are non-exclusive and non-transferable, except with SRI’s prior written consent.

Nothing in this Agreement shall be deemed to convey to Client any title to or ownership in the Software or the intellectual property contained therein in whole or in part, nor to designate the Software a “work made for hire” under the Copyright Act, nor to confer upon any third party any right or remedy under or by reason of this Agreement. In the event of termination of this License, Client shall immediately cease using the Software.

All right, title and interest in any inventions, developments, improvements or modifications of or for Equipment, Service Parts and Software shall remain with SRI. Any design, manufacturing drawings or other information provided to the Client remains the exclusive property of SRI. Client shall not, without SRI’s prior written consent, copy or disclose such information to a third party. Such information shall be used solely for the operation or maintenance of the Equipment or Software and not for any other purpose, including the duplication thereof in whole or in part.

8. Export Control. Client represents and warrants that the Equipment and Software provided hereunder and the “direct product” thereof are intended for civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect nuclear end use. Client agrees not to disclose, use, export or re- export, directly or indirectly, any information provided by SRI or the “direct product” thereof as defined in the Export Control Regulations of the United States Department of Commerce, except in compliance with such Regulations.

9. Marketing Rights.  Client may not use any photographs or other likenesses of any Equipment, nor any of SRI’s logos, trademarks or trade dress without SRI’s prior express written permission.  In the event of SRI granting such permission, SRI shall have the right to re-use any such marketing materials for its own purposes.

10. Multiple Items. Should Client acquire, rent or license more than one identical or similar article, kit, or SKU of Equipment, Software, or Service Parts covered by these Terms, before or after accepting these Terms, the current version of these Terms shall apply to all such articles, kits, or SKUs so acquired, rented, or licensed.