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OBOT AI, INC. END USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE (INCLUDING ITS COMPONENTS), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU SHOULD NOTIFY THE PARTY FROM WHICH YOU PURCHASED THE SOFTWARE TO OBTAIN A REFUND. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.

This End User License Agreement (“Agreement”) is a legal agreement between You (an entity or a person) and Obot AI, Inc. (“Licensor”). Obot software for which You have acquired subscriptions, any media or reproductions (physical or virtual) and accompanying documentation (collectively the “Software”) are protected by the copyright laws and treaties of the United States (“U.S.”) and other countries and is subject to the terms of this Agreement. Any add-on, extension, update, mobile application, module, adapter or support release to the Software that You may download or receive that is not accompanied by a license agreement is Software and is governed by this Agreement. If the Software is an update or support release, then You must have validly licensed the version and quantity of the Software being updated or supported in order to install or use the update or support release.

  1. Licensed Use
    1. Open Source. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software. The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a third party other than Licensor. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement.  This Agreement will begin on the Effective Date and continues until terminated as set forth herein (“Term”).
    2. Support. Licensor has no obligation to provide maintenance or support unless You purchase a Software subscription that expressly includes such services. If you purchase a Software Subscription any support is provided subject to the Obot’s Support Terms available at https://www.obot.ai/support-terms/.
    3. Marks. No right or license, express or implied, is granted under this Agreement with respect to any trademark, trade name or service mark of Licensor or its Affiliates or licensors (“Mark”). This Agreement does not permit you to distribute the Software or its components using Licensor’s trademarks, regardless of whether the copy has been modified.
    4. Ownership.  The Software and each of its components are owned by Obot or its licensors and are protected under copyright law and other state and federal laws in the United States as well as other countries. As a licensee, You acknowledge that You do not acquire any ownership interests in the Software and that all ownership rights, title, and interests in the Software and any component, copy, modification, or merged portion remain with Obot and its licensors. The Obot trademark, the individual Software trademarks, and the Obot logo are registered trademarks of Obot AI, Inc. in the U.S. and in other countries.  No title to or ownership of the Software is transferred to You.  The Software is not sold to You, You acquire only a conditional subscription to use the Software. Title, ownership rights and intellectual property rights in and to the content accessed through the Software are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives You no rights to such content. 
    5. General License Grant. Your use of the Software and each of its components is also governed by the Obot Enterprise License Agreement found here:  https://www.obot.ai/ela/ (“ELA”), capitalized terms not defined herein are defined in the MLA.  Subject to compliance with the terms and conditions of this Agreement, Licensor grants to You a non-exclusive, non-transferable, worldwide license to reproduce and use copies of the Software within Your Organization. “Organization” means a legal entity and its Affiliates. You agree you are responsible and liable for any breach of the provisions of this Agreement by Your Users and Your Affiliates.
    6. License Restrictions.  The Software and each of its components are owned by Licensor and/or its licensors and are protected under copyright law and under other laws as applicable. Title to the Software and any component, or to any copy, modification, or merged portion shall remain with Licensor and other licensors, subject to the applicable license. Licensor reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. Except as this Agreement expressly allows and without limiting any rights or obligations set forth in the “Open Source” section above, You may not (1) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its Documentation; (2) modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (3) transfer, assign, pledge, rent, timeshare, host or lease the Software, or sublicense any of Your license grants or rights under this Agreement; in whole or in part, without prior written permission of Licensor, (4) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor.
    7. Outsourcing.  Your license to use the Software may be used under the terms of this Agreement by a third party acting on Your behalf, such as a third party cloud provider or outsourcing vendor who manages or hosts (either remotely or virtually) the Software for You, subject to and conditioned upon Your adherence to the following: (1) You remain responsible for all of Your obligations under this Agreement and enter into an enforceable agreement with the third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less restrictive than those contained in this Agreement, including without limitation the Audits section below; (2) You prohibit use of the Software by the third party for any purpose other than Your sole benefit; (3) You are solely responsible to Licensor for any and all breaches of this Agreement by the third party; and (4) You are and will remain current on subscription purchases that cover all installations and deployments of the Software by the third party on Your behalf.
    8. Limitations on Commercial Distribution. You acknowledge and agree that this EULA does not permit you to sell or distribute the Software. You may only make a commercial redistribution of the Software if permitted under a separate advance written agreement with Obot authorizing such commercial redistribution. 
    9. Third Party Software. You understand and acknowledge that Obot may distribute third-party software programs with the Software, and that such third-party software programs are not part of the Software. These third-party software programs are not required to run the Software and are subject to their own license terms. The license terms accompany the third-party software programs. If you do not agree to abide by the applicable license terms for the third-party software programs, then you may not install them. If you wish to install the third-party software programs on more than one system or transfer the third-party software programs to another party, then you must contact the licensor of the applicable third-party software programs to secure such rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
  2. Non-Licensor Products; Disclaimer.  
    1. Non-Licensor Products.  The Software may include or be bundled with other software programs or services licensed or sold by an entity other than Licensor. LICENSOR DOES NOT WARRANT NON-LICENSOR PRODUCTS OR SERVICES. ANY SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE IF ANY FOR NON-LICENSOR PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THEIR APPLICABLE WARRANTY.
    2. DISCLAIMER.  EXCEPT AS OTHERWISE RESTRICTED BY LAW, LICENSOR DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. LICENSOR MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS, BE COMPATIBLE WITH ALL OPERATING SYSTEMS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary by state or jurisdiction.
  3. Limitations of Liability.
    1. DISCLAIMER OF INDIRECT DAMAGES.  SUBJECT TO SECTION 3.3, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR (A) LOSS OF REVENUES, LOSS OF (OR DIMINUTION IN) PROFITS, LOSS OF GOODWILL OR LOSS OR CORRUPTION OF DATA, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR (B) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, IN EACH CASE, WHETHER ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. DIRECT DAMAGES.  SUBJECT TO SECTION 3.3, OBOT’S MAXIMUM LIABILITY WITH RESPECT TO ALL CLAIMS RELATING TO OR ARISING OUT OF THIS AGREEMENT IN EACH 12 MONTH PERIOD OF THE TERM (AND ON EACH ANNIVERSARY THEREAFTER) WILL NOT EXCEED THE FEES RECEIVED BY OBOT IN RESPECT OF THE PARTICULAR OBOT SUBSCRIPTION DURING THAT TWELVE (12) MONTH PERIOD (OR FIFTY US DOLLARS ($50) IF YOU RECEIVED THE OBOT SUBSCRIPTION(S) FREE OF CHARGE). THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY. NOTHING IN THIS AGREEMENT LIMITS YOUR OBLIGATION TO MAKE PAYMENT OF FEES DUE AND PAYABLE UNDER ANY AGREEMENT YOU HAVE WITH OBOT.
    3. EXCLUSIONS.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, OBOT DOES NOT EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY OR DEATH CAUSED BY ITS NEGLIGENCE, OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
  4. General Terms.  
    1. Term. This Agreement becomes effective on the date you legally acquire, download, or begin use of the software (“Effective Date”), whichever comes first, and will automatically terminate if you breach any of its terms.
    2. Audit. You acknowledge that the completeness and accuracy of the information You provide to Obot may affect Obot’s ability to provide Subscriptions. Any unauthorized use of Subscriptions will be treated as a material breach of this Agreement. Obot has the right to verify Your compliance with this Agreement. You agree to: (1) Implement internal safeguards to prevent any unauthorized copying, distribution, installation, use of, or access to, the Obot Subscriptions including materials provided under this Agreement; (2) Keep records sufficient to certify Your compliance with this Agreement, and, within 30 days of Obot’s written request, provide and certify metrics and/or reports based upon such records and account for the numbers of installations of the Software and Users related to Your use, licensing and deployment of the Software and Subscriptions; and (3) Allow a Obot representative or an independent auditor (“Auditor”) to inspect and audit Your, or Your contractor’s, computers and records during Your normal business hours for compliance with the terms of this Agreement.
  5. Transfer.  This Agreement and the associated licenses purchased for use of the Software may not be transferred or assigned without the prior written approval of Licensor. Any such attempted transfer or assignment shall be void and of no effect.
  6. Governing Law and Jurisdiction. The Agreement, and any claim, controversy or dispute related to the Agreement, are governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of California. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following:  a) the termination of this Agreement, or b) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
  7. Complete Agreement. The Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter, including any prior confidentiality agreements entered into by the parties. Any terms contained in any other documentation that Customer delivers to Obot, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the parties.  NO THIRD PARTY LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.
  8. Severability/Waiver. If a provision is invalid or unenforceable, the remaining provisions will remain in effect and the parties will amend the Agreement to reflect the original agreement to the maximum extent possible. No waiver of any contractual right will be effective unless in writing by an authorized representative of the waiving party. No waiver of a right arising from any breach or failure to perform will be deemed a waiver of any future right.
  9. Export Compliance. Any products or technical information provided under this Agreement may be subject to U.S. export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or item classification to export, re-export or import deliverables. The parties agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist supporting countries as specified in the Export Administration Regulations (EAR). The parties will not use deliverables for prohibited nuclear, missile, or chemical biological weaponry end uses as specified in the EAR. Obot assumes no responsibility for Your failure to obtain any necessary export approvals
  10. Defined Terms. 
    1. “Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with a party, for so long as that relationship is in effect (including affiliates subsequently established by acquisition, merger or otherwise).
    2. “Consulting Services” means the delivery of specialised activities, such as project-based activities, or consulting services charged on, e.g., a time and materials basis.
    3. “Documentation” means Obot published user manual that describes the functionality of the Software, as updated by Obot from time to time.
    4. “Effective Date” means the earliest of (a) the date you downloaded or first used the software; or (b) the date You consented to the ELA.
    5. “EULA” means the end user license agreement that accompanies and governs the use of Software which is available at https://www.obot.ai/eula/.
    6. “Fees” are the amounts to be paid for the Subscription or Services (as applicable).
    7. “Services” means Consulting Services, Training Services, and Support Services.
    8. “Software” means any Obot or Obot Affiliate branded software that is provided under a Subscription.
    9. “Subscription Fees” are the amounts to be paid Obot for a Subscription.
    10. “Subscription” means an Obot Subscription You acquire for access to Obot Software,  Support, to receive Updates, and Upgrades as described in the Obot Support Terms. 
    11. “Support Services” means the delivery of problem resolution and customer technical support governed by the Support Terms found here: https://www.obot.ai/support-terms/.
    12. “Training Services” means the delivery of onsite or remote training courses.
    13. “Order Form” means Obot’s standard ordering document, a SOW, an Obot issued quote form as accepted by a matching purchase order, or any other document recognized by Obot as the basis for the sale and purchase of an Obot Subscription as executed between the Parties. Any conflicting or additional terms and conditions set forth in a Customer purchase order shall not form part of an Order Form and shall not apply to a Obot Subscription.
    14. “Update” or “Patch” means a fix or compilation of fixes released by Obot to correct operation defects (program bugs) in the Obot Software.
    15. “Upgrade” means any new version of an Obot Product which bears the same product name, including version changes evidenced by a number immediately to either the left or right of the decimal. If a question arises as to whether a product offering is an Upgrade or a new product, Obot’s opinion will prevail, provided that Obot treats the product offering the same for its end users generally.