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| 1 | +# LICENSE TERMS FOR SDKS |
| 2 | + |
| 3 | +Version: 1.0 / release date: 2023-11-07 |
| 4 | + |
| 5 | +These License Terms for SDKs (the “Terms”) govern your use of the software development kit(s), including the individual |
| 6 | +components hereof*, (the “SDK”) provided or made available to you by Universal Robots A/S (“Universal Robots”) for the |
| 7 | +purposes of creating, distributing, and/or using products or applications that are compatible with Universal Robots’ |
| 8 | +products. The Terms constitute a binding agreement between you and Universal Robots. By accessing, downloading, storing, |
| 9 | +copying, sharing, opening, receiving, or otherwise using or disposing of the SDK, you acknowledge that you are bound by |
| 10 | +the Terms. |
| 11 | + |
| 12 | +1. PERMITTED USE OF THE SDK |
| 13 | + |
| 14 | +1.1. Subject to the terms and restrictions herein, Universal Robots hereby grants you a non-exclusive, |
| 15 | +non-transferrable, non-sublicensable, limited license to use the SDK for the purposes of creating, distributing, and/or |
| 16 | +using products or applications that are compatible with Universal Robots’ products, provided that your use does not |
| 17 | +constitute comparative advertising and is not otherwise unfair, disloyal, or disparaging to Universal Robots. |
| 18 | + |
| 19 | +1.1.1. You may only make copies of the SDK to the extent it is reasonably necessary for you to do so in order for you to |
| 20 | +engage in use permitted pursuant to this Section 1 and for backup purposes. |
| 21 | + |
| 22 | +1.1.2. Except as permitted by mandatory law, you shall not, under any circumstances, reverse engineer, decompile, |
| 23 | +disassemble, or otherwise attempt to discover, reconstruct, or identify the source code of the SDK or any user interface |
| 24 | +techniques, algorithms, logic, protocol, or specifications included, incorporated, or implemented herein. The foregoing |
| 25 | +shall not apply to non-compiled source code samples provided as part of the SDK. |
| 26 | + |
| 27 | +1.1.3. You may not in any way use the SDK to create, improve or advertise a product or application that is capable of |
| 28 | +competing, either directly or indirectly, with any of Universal Robots’ or its affiliates’ current or future products |
| 29 | +without Universal Robots’ prior written permission. |
| 30 | + |
| 31 | +1.1.4. If you make any changes to the SDK in accordance with the Terms, you must cause such modifications to carry |
| 32 | +prominent notices stating that the software has been modified by you and the date of modification, and that Universal |
| 33 | +Robots A/S is not liable or responsible for the functioning of the modified software, including, without limitation, for |
| 34 | +its compatibility or interoperability with Universal Robots’ products. |
| 35 | + |
| 36 | +1.1.5. You may not under any circumstances use the SDK for planning, construction, maintenance, operation, or use, |
| 37 | +directly or indirectly, in nuclear power plants, missile technology, chemical or biological weapons applications or |
| 38 | +flight, navigation, or communication of aircraft or ground support equipment. |
| 39 | + |
| 40 | +1.1.6. You may not under any circumstances combine the SDK with software or other materials that are subject to licenses |
| 41 | +or restrictions (e.g., open-source software licenses) that would require you to disclose, license, distribute or |
| 42 | +otherwise make all or any parts of the SDK available to anyone (e.g., copyleft terms). For the avoidance of doubt, the |
| 43 | +license to the SDK granted to you by the Terms does not extend to such use of the SDK and it does not allow you to |
| 44 | +comply with such licenses or restrictions. |
| 45 | + |
| 46 | +1.1.7. You may distribute the SDK or any whole or partial copies thereof to a third party (i) if and to the extent it is |
| 47 | +reasonably necessary for you to do so in order for you to engage in use permitted pursuant to this Section 1, and (ii) |
| 48 | +you provide the recipient with a copy of the Terms. However, you may only make the SDK or any whole or partial copies |
| 49 | +thereof available to the public via download if it is part of a downloadable software package that includes a copy of |
| 50 | +the Terms. If you download a software package that includes the SDK, your use of the SDK will be subject to and governed |
| 51 | +by the latest version of the Terms, which can be found |
| 52 | +here: https://www.universal-robots.com/legal/terms-and-conditions/license_terms_for_sdks.txt, regardless of whether they |
| 53 | +are included in the software package or not. |
| 54 | + |
| 55 | +1.1.8. You are not allowed to alter, obscure, remove or replace any copyright or other legal notices, trademarks, |
| 56 | +business names and/or logos embedded in, superimposed on, affixed to, or otherwise included in, the SDK without |
| 57 | +Universal Robots’ prior written permission. |
| 58 | + |
| 59 | +1.1.9. You may show the SDK in whole or in part to a third party or the public in the course of you engaging in the use |
| 60 | +permitted pursuant to this Section 1, provided that you display any copyright notice already contained in the SDK, cf. |
| 61 | +also Section 1.1.8., or, if no such notice is contained therein, you must display the following copyright notice in |
| 62 | +connection with such use: “© 2023 Universal Robots A/S. Use hereof is subject to Universal Robots A/S’ License Terms for |
| 63 | +SDKs.” |
| 64 | + |
| 65 | +1.2. Any use of the SDK that is not expressly permitted pursuant to this Section 1 constitutes a material breach of the |
| 66 | +Terms. |
| 67 | + |
| 68 | +1.3. If your intended use of the SDK is not permitted pursuant to the Terms, you may contact Universal Robots via email |
| 69 | +at [email protected] and request a special permission to engage in your particular intended use. Universal |
| 70 | +Robots may, in its sole discretion, grant or deny such a request. |
| 71 | + |
| 72 | +2. INTELLECTUAL PROPERTY RIGHTS |
| 73 | + |
| 74 | +2.1. You acknowledge and agree that the SDK and all intellectual property rights contained and/or embodied therein, |
| 75 | +including, but not limited to, rights under the Danish Marketing Practices Act or under similar rules of law, patents, |
| 76 | +utility models, copyrights and related rights, software, trademarks, semiconductors, designs, know-how, rights in |
| 77 | +databases, trade secrets, and all applications or pending applications for such in all cases, whether or not registrable |
| 78 | +in any country, and all rights and forms of protection of a similar nature or having equivalent or similar effect |
| 79 | +anywhere in the world, shall be and remain the sole property of Universal Robots. Nothing in the Terms shall be |
| 80 | +construed as granting you any license to such rights, including, without limitation, any licenses to use Universal |
| 81 | +Robots’ trademarks, patents, or designs, except as is strictly necessary in order for you to engage in the use permitted |
| 82 | +pursuant to Section 1. |
| 83 | + |
| 84 | +2.2. If you create any derivative works based on the SDK, Universal Robots shall own the intellectual property rights in |
| 85 | +and to such derivative works. The foregoing notwithstanding, you may use such derivative works in connection with your |
| 86 | +use of the SDK in accordance with Section 1. For the avoidance of doubt, solutions, applications, and programs created |
| 87 | +using the SDK shall not constitute derivative works based on the SDK, except to the extent they constitute a |
| 88 | +modification of the SDK itself, and the mere fact that a solution, application, or program is interoperable or only |
| 89 | +interoperable with Universal Robots’ software does not in and of itself make it a derivative work based on the SDK. |
| 90 | + |
| 91 | +3. NO WARRANTIES, LIMITATIONS OF LIABILITY |
| 92 | + |
| 93 | +3.1. THE SDK IS PROVIDED ON AN “AS IS” BASIS AND UNIVERSAL ROBOTS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SDK |
| 94 | +AND WE HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, |
| 95 | +INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR |
| 96 | +PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, |
| 97 | +USAGE, OR TRADE PRACTICE. NEITHER UNIVERSAL ROBOTS NOR ITS SUPPLIERS, INCLUDING – WITHOUT LIMITATION – ITS LICENSORS, |
| 98 | +MAKE ANY REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING (1) THE USE OR INABILITY TO USE THE SDK; OR (2) ANY |
| 99 | +RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, OR RELIABILITY. YOU UNDERSTAND AND AGREE THAT YOU ASSUME THE |
| 100 | +ENTIRE RISK AS TO YOUR USE OF THE SDK. |
| 101 | + |
| 102 | +3.2. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL UNIVERSAL ROBOTS BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY |
| 103 | +YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOSS OF ANTICIPATED PROFITS, |
| 104 | +SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION OR OTHER DATA, THE COST |
| 105 | +OF RECOVERING SUCH LOST INFORMATION OR DATA, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS |
| 106 | +ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE SDK REGARDLESS OF WHETHER UNIVERSAL ROBOTS HAS BEEN ADVISED OF THE |
| 107 | +POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO |
| 108 | +SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH |
| 109 | +OF CONTRACT. |
| 110 | + |
| 111 | +4. INDEMNIFICATION |
| 112 | + |
| 113 | +4.1. You shall defend, indemnify, and hold Universal Robots and its affiliates, employees, and agents harmless, from and |
| 114 | +against all sums, claims, costs, duties, liabilities, losses, obligations, suits, actions, damages, penalties, awards, |
| 115 | +fines, interest, and other expenses (including investigation expenses and attorneys’ fees) that Universal Robots may |
| 116 | +incur or be obligated to pay as a result of your modification, whether authorized or unauthorized, of the SDK as well as |
| 117 | +of your unauthorized use, resale, transfer, shipment, or export of the SDK. |
| 118 | + |
| 119 | +5. MISCELLANEOUS |
| 120 | + |
| 121 | +5.1. Entire Agreement. Except as otherwise explicitly provided for herein, the Terms constitute the entire agreement and |
| 122 | +supersede all prior negotiations, promises, understandings, and agreements between the parties with respect to the |
| 123 | +subject matter hereof. |
| 124 | + |
| 125 | +5.2. Changes to the Terms. Universal Robots reserves the right, in its sole and absolute discretion, to cmodify the |
| 126 | +Terms by providing you with ninety (90) days’ notice. |
| 127 | + |
| 128 | +5.3. Obligations on Legal Successors. The parties undertake to impose the obligations under the Terms on their statutory |
| 129 | +or contractual legal successors, if any. |
| 130 | + |
| 131 | +5.4. Export Laws. You agree to comply with all applicable laws and regulations, including export laws of the United |
| 132 | +States and any other applicable country or jurisdiction. You agree that the SDK will not be shipped, transferred, or |
| 133 | +exported into any country or used in any manner prohibited by the United States Export Administration Act or any other |
| 134 | +country’s export laws, restrictions, or regulations (collectively the “Export Laws”). In addition, if the SDK are |
| 135 | +identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or |
| 136 | +otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from |
| 137 | +receiving the SDK. |
| 138 | + |
| 139 | +5.5. No Agency. The parties are independent contractors and nothing in the Terms shall be construed as to create an |
| 140 | +agency, joint venture, partnership, or other form of business association between the parties. |
| 141 | + |
| 142 | +5.6. Survival. If the contents of individual provisions of the Terms are intended to survive the termination or |
| 143 | +expiration of the Terms, such provisions, including but not limited to provisions governing warranties and |
| 144 | +representations and the transfer of rights, title and interest to Universal Robots, shall to this extent remain in |
| 145 | +effect and be fully enforceable also after the termination or expiration of the Terms for whatever reason. |
| 146 | + |
| 147 | +6. TERM AND TERMINATION |
| 148 | + |
| 149 | +6.1. The Terms shall enter into force upon your receipt of, or you accessing, the SDK and continue to be in force until |
| 150 | +terminated in accordance with this Section 6. The Terms shall automatically expire at such time as you are no longer |
| 151 | +permitted to use the SDK in accordance with Section 1. |
| 152 | + |
| 153 | +6.2. You may terminate the Terms for convenience at any time by deleting all copies of the SDK in your possession. |
| 154 | +Universal Robots may terminate the Terms for convenience by providing you with ninety (90) days’ notice. |
| 155 | + |
| 156 | +6.3. Universal Robots may terminate the Terms for cause with immediate effect in case of your material breach of the |
| 157 | +Terms. |
| 158 | + |
| 159 | +7. EFFECTS OF TERMINATION |
| 160 | + |
| 161 | +7.1. Upon expiration or termination of the Terms, for whatever reason, you must immediately cease all use of the SDK and |
| 162 | +delete all copies of the SDK in your possession. |
| 163 | + |
| 164 | +8. GOVERNING LAW AND VENUE |
| 165 | + |
| 166 | +8.1. The Terms shall be governed by and construed in accordance with the laws of Denmark, without giving effect to |
| 167 | +conflict of law provisions thereof. The parties expressly disclaim the applicability of the United Nations Convention on |
| 168 | +Contracts for the International Sale of Goods. |
| 169 | + |
| 170 | +8.2. Any and all disputes arising out of or in connection with the Terms shall be submitted to the International Chamber |
| 171 | +of Commerce and shall be settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) |
| 172 | +arbitrator appointed in accordance with said Rules. The place of arbitration shall be Copenhagen, Denmark. The |
| 173 | +arbitration shall be conducted in the English language. The foregoing notwithstanding, Universal Robots may seek |
| 174 | +preliminary, temporary, or permanent injunctive relief and other equitable remedies in any court of competent |
| 175 | +jurisdiction prior to or during arbitration and may enforce the award of the arbitrator in any court of competent |
| 176 | +jurisdiction. |
| 177 | + |
| 178 | +*E.g., URsim, SDK base images, SDK documentation, sample program nodes and SDK APIs. Other “Software”, as defined in |
| 179 | +Universal Robots End User Software License Agreement, does not constitute “SDK” under these Terms and your use thereof |
| 180 | +is, unless otherwise agreed with Universal Robots in writing, governed by Universal Robots’ End User Software License |
| 181 | +Agreement. “Graphical Documentation”, as defined in Universal Robots’ Terms and Conditions for Use of Graphical |
| 182 | +Documentation, does not constitute “SDK” under these Terms and your use thereof is, unless otherwise agreed with |
| 183 | +Universal Robots in writing, governed by Universal Robots’ Terms and Conditions for Use of Graphical Documentation. |
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