HEBI Robotics: Firmware License Agreement

IMPORTANT – READ CAREFULLY: This Firmware License Agreement (“FLA”) is a legal agreement between you (either an individual or a single entity) and HEBI Robotics, Inc.. (“HEBI”) for software owned by HEBI and its affiliated companies and its third party suppliers and licensors that accompanies this FLA, which includes software, documentation, interfaces and any data that comes with the Firmware and updates (“Software”). The Software is licensed, not sold, to you by HEBI for use only under the terms of this FLA. HEBI and its licensors retain ownership of the Software itself and reserve all rights not expressly granted to you.

1.    GRANT OF LICENSE. HEBI grants you the following rights provided that you comply with all terms and conditions of this FLA: You are granted a limited, non-exclusive, non-transferable license to use the Software on a single HEBI Actuator.

2.    RESERVATION OF RIGHTS AND OWNERSHIP. HEBI and its licensors retain all right, title and interest in the Software and all copies thereof, including all copyright and other intellectual property rights. HEBI and its licensors reserves all rights not expressly granted to you in this FLA. The Software is licensed, not sold.

3.    LIMITATIONS ON END USER RIGHTS. You agree that only HEBI has the right to enhance or otherwise modify the Software. You have no rights to any source code for the Software. You agree not to, or cause or permit, directly or indirectly the modification, disassembly, recompilation, or reverse engineering of the Software or any part thereto, or otherwise attempt to gain access to the source code to the Software. You agree not to create derivative works or cause or permit others, directly or indirectly to create derivative works based upon the Software. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device. Under no circumstances shall you sell, license, sub-license, publish, and display, distribute, rent, lease, assign, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part.

4.    CONSENT TO USE OF DATA. You agree that HEBI and its affiliates may collect, maintain, process, transmit, and use technical, diagnostic, usage and related information, including but not limited to information about your HEBI Actuator, computer, system and application software, usage, content, and peripherals. HEBI may use the information to provide and improve HEBI’s products and services, including providing the information to HEBI’s licensors. HEBI will not disclose this information in a form that personally identifies you.

5.    UPDATES. HEBI and its licensors have no obligation to provide updates, bug fixes or error correction. If HEBI provides updates, such updates may be automatic and may delete or change the nature or features of the Software, including functions you may rely upon and you may lose data. You consent to updates by HEBI. Any updates shall be deemed and shall constitute part of the Software and the terms of this FLA apply to such updates.

6.    SOFTWARE TRANSFER. You may not transfer this FLA or the rights to the Software granted herein to any third party without the written consent of HEBI. Prior to the transfer, the end user receiving the Software must agree to all the FLA terms.

7.    EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end user, end use, and destination restrictions issued by U.S. and other governments.

8.    TERMINATION. This FLA is effective until terminated. Your rights under this License will terminate automatically without notice from HEBI if you fail to comply with any of the terms and conditions of this FLA. Upon termination of this FLA, you must cease all use of the Software and destroy all copies, full or partial, of the Software. The following Sections survive any termination of this FLA: Sections 2 – 4, 6 – 18.

9.    HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use for hazardous environments or high risk activities requiring a fail-safe performance. You agree not to use the Software with activities in which the failure of the HEBI Actuator could lead to death, personal injury, or severe physical or environmental damage. HEBI and its licensors specifically disclaim any express or implied warranty of fitness for high risk activities.

10.    DISCLAIMER OF WARRANTY. You expressly acknowledge and agree that the use of the Software is at your sole risk. The Software is provided “AS IS” and without warranty of any kind. HEBI AND ITS LICENSORS EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE SOFTWARE OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. HEBI AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE CORRECT. FURTHERMORE, HEBI AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, PERFORMANCE OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEBI OR ITS LICENSORS OR THEIR RESPECTIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. HEBI and its licensors provide no warranty that any device, software or data will not be damaged by the Software.

11.    LIMITATION OF LIABILITY. HEBI AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THIS SOFTWARE. HEBI AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE OR DEVICE, DOWN TIME AND USER’S DOWNTIME, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF HEBI’S AND ITS LICENSOR’S HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HEBI’S OR ITS LICENSOR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT BE GREATER THAN ONE U.S. DOLLAR ($1.00). YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12.    INDEMNIFICATION. You agree to defend, indemnify, and hold HEBI and its licensors harmless from and against any claim or lawsuits, including reasonable attorneys’ fees that arise or result from your use of the Software and/or from your breach of any of the terms of this FLA.

13.    U.S. GOVERNMENT END USERS. The Software is licensed only with “restricted rights” and as “commercial items” consisting of “commercial software” and “commercial software documentation” with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

14.    GOVERNING LAW AND JURISDICTION. This FLA shall be governed by the laws of the State of Pennsylvania, without reference to its principles of conflicts of law. The parties consent to exclusive jurisdiction in Allegheny County, Pennsylvania for any dispute arising from the terms and conditions of this FLA. The parties waive their right to have an action under this FLA brought or tired elsewhere. The prevailing party in any action under this FLA shall be entitled to recover its reasonable attorneys’ fees in addition to any other damages or other awards ordered by the court.

15.    THIRD PARTY BENEFICIARY. For all purposes of this FLA, each of the licensors of any of the Software shall be expressly deemed an intended third party beneficiary of this FLA and shall have the right to enforce the terms and conditions of this FLA.

16.    ENTIRE AGREEMENT; SEVERABILITY. This FLA is the entire agreement between you and HEBI relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this FLA. If any provision of this FLA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.