End User License Agreement
IMPORTANT - READ BEFORE USING. Do not use the robot (“Bobsweep”) accompanying this license agreement (“Agreement”) until you have carefully read and agreed to the following terms and conditions. By using the Bobsweep, you agree to the terms of this End User License Agreement (“EULA”) and any amendment or addenda accompanying this Agreement. If you do not agree to the terms of this EULA, you may not use the Bobsweep. The Bobsweep contains an electronic and software interface that allows you to control or modify its behavior, and remotely monitor its sensors.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE PRODUCT AND PRODUCT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE PRODUCT SOFTWARE AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE USING THE PRODUCT AND PRODUCT SOFTWARE.
Terms and Conditions
LICENSE: Subject to all of the terms of this Agreement, Bobsweep Inc. (“Bobsweep”) grants to you one (1) revocable, royalty-free, personal, non- exclusive, nontransferable, non-assignable, non-commercial intellectual property license to use the Bobsweep software contained on the Bobsweep, including the protocol for communicating with the Bobsweep software contained on the Bobsweep (“Bobsweep Software”), to use the Bobsweep.
NONCOMMERCIAL LICENSE: You may use the Bobsweep Software and the Bobsweep only for personal, noncommercial, educational, and research purposes. The Bobsweep Software and the Bobsweep may not be used for any other purpose, whether “for prot” or “not for prot.” Any work performed or produced using the Bobsweep, including Your Software, cannot be performed or produced for the benet of other parties for a fee, compensation, or any other reimbursement or remuneration. A separate license is required for each additional use and/or individual user in all other cases. If you are an entity, Bobsweep grants you the right to designate one individual within your organization to have the sole right to use the Bobsweep Software and the Bobsweep in the manner provided above.
RESTRICTIONS: You agree not to: (i) use or copy the Bobsweep Software or the Bobsweep except as provided in this Agreement; (ii) rent or lease the Bobsweep Software or the Bobsweep to any third party; (iii) assign this Agreement or transfer the Bobsweep Software or the Bobsweep except as provided in this Agreement; (iv) modify, adapt, or translate the Bobsweep Software or the Bobsweep in whole or in part except as expressly provided in this Agreement; (v) reverse engineer, reverse compile, or disassemble the Bobsweep Software or the Bobsweep; or (vi) distribute, sublicense or transfer the source code form of Your Software and derivatives thereof to any third party except as provided in this Agreement.
YOUR SOFTWARE : Use and distribution of any software that you create for your Bobsweep (“Your Software”) is also subject to the following limitations: You (i) shall be solely responsible for any update or support obligation or other liability which may arise from your use or distribution, (ii) shall not make any statement that Your Software is “certied,” or that its performance is guaranteed, by Bobsweep, (iii) shall not use Bobsweep’s name or trademarks, (iv) shall prohibit disassembly and reverse engineering of the Bobsweep Software and the Bobsweep, (v) shall not publish reviews of Bobsweep products designated as beta without written permission from Bobsweep, and (vi) shall indemnify, hold harmless, and defend Bobsweep and its suppliers from and against any claims or lawsuits, including attorney’s fees, that arise or result from Your Software, including your use and your distribution.
TITLE: Title to the Bobsweep Software remains with Bobsweep or its suppliers. The Bobsweep Software is licensed, not sold. Except as expressly provided herein, Bobsweep does not grant any express or implied right to you under Bobsweep patents, copyrights, trademarks, or trade secret information. You will not remove any copyright or patent notice from the Bobsweep Software or the Bobsweep.
ONE-TIME TRANSFER: The initial user of the Bobsweep Software and the Bobsweep may make a one-time permanent transfer of this Agreement, the Bobsweep Software, and the Bobsweep to another end user, provided that the initial user retains no copies of the Bobsweep Software and the Bobsweep. This transfer must include the Bobsweep Software, the Bobsweep, and all of the materials accompanying the Bobsweep (including all component parts and printed materials, any upgrades, and this End User License Agreement document). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Bobsweep Software and the Bobsweep must agree to all the terms of this Agreement.
NO WARRANTY AND LIMITED REPLACEMENT: EXCEPT AS STATED IN THE LIMITED WARRANTY TO THE ORIGINAL PURCHASER, THE BOBSWEEP SOFTWARE AND THE BOBSWEEP ARE PROVIDED “AS IS” WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOBSWEEP OR ITS AGENTS SHALL CREATE A WARRANTY. If the Bobsweep Software or the Bobsweep is found to be defective in material or workmanship under normal use for a period of one (1) year from the date of receipt, Bobsweep’s entire liability and your exclusive remedy shall be the replacement of the Bobsweep Software or the Bobsweep. This offer is void if the defect results from accident, abuse, misapplication, or software that you developed for your Bobsweep. Any updates or supplements to the Bobsweep Software or the Bobsweep provided to you after the expiration of the one (1) year period are not covered by any warranty or condition, express, implied or statutory. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY: THE ABOVE REPLACEMENT PROVISION IS THE ONLY WARRANTY OF ANY KIND. BOBSWEEP OFFERS NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NON INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER BOBSWEEP NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, VICARIOUS LIABILITY, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BOBSWEEP SOFTWARE, THE BOBSWEEP, OR SOFTWARE THAT YOU DEVELOPED FOR YOUR BOBSWEEP, EVEN IF BOBSWEEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU UNAUTHORIZED USE: THE BOBSWEEP SOFTWARE AND THE BOBSWEEP ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE USE OF THE BOBSWEEP SOFTWARE OR THE BOBSWEEP COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. Should you use the Bobsweep Software or Bobsweep for any such unintended or unauthorized use, you shall indemnify and hold harmless Bobsweep and its officers, subsidiaries and affiliates against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Bobsweep was negligent regarding the design or manufacture of the Bobsweep Software, the Bobsweep, or any part or portion thereof.
USER SUBMISSIONS: You agree that any material, information or other communication, including all data, images, sounds, text, and other things embodied therein, that you transmit or post to a Bobsweep website or provide to Bobsweep (“Communications”) will be considered non-confidential. Bobsweep will have no confidentiality obligations with respect to the Communications. You agree that Bobsweep and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications, including derivative works thereof, for any and all commercial or non-commercial purposes without the payment of any royalty to you, and that such license will survive the termination of this Agreement.
TERMINATION: This Agreement becomes effective on the date you accept this Agreement and will continue until terminated as provided for in this Agreement. You may terminate this Agreement voluntarily at any time. Bobsweep may terminate this Agreement at any time if you are in breach of any of its terms and conditions, and may refuse to license the Bobsweep Software or the Bobsweep to you after termination. Upon termination by either party, you will immediately return to Bobsweep or destroy the Bobsweep Software and the Bobsweep and all your copies thereof. Articles 5 and 7 through 17 of this Agreement shall survive such termination. U.S. GOVERNMENT RESTRICTED RIGHTS: The Bobsweep Software and the Bobsweep are provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Bobsweep Software or the Bobsweep by the Government constitutes acknowledgment of Bobsweep’s rights in them.
NO EXPORT: You may not export the Bobsweep Software or the Bobsweep in violation of applicable export laws.
INTERPRETATION PROVISION: The provisions of this Agreement are severable. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement.
INTEGRATION: This Agreement represents the complete agreement concerning the subject matter hereof, and any and all understandings, conversations and communications, proposals, and counterproposals, oral and written (including any draft of this Agreement) are merged into and superseded by this Agreement and shall be of no force or effect, except as expressly provided herein. No such understandings, conversations, communications, proposals, counterproposals or drafts shall be referred to in any proceeding concerning this Agreement. Further, no understanding contained in this Agreement shall be modified, altered or amended, except by a writing signed by the party against whom enforcement is sought.
ARBITRATION: All disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration. Any arbitration relating to this Agreement shall be held in California, under the auspices of an arbiter selected by Bobsweep. Any litigation relating to this Agreement shall be subject to exclusive venue and jurisdiction in the federal and state courts of California, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses.
APPLICABLE LAWS: Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the Commonwealth of California, without regard to its principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.