Standard Bots – Registered User Agreement
As a registered, individual user of the Services (as defined below) you agree to comply with the terms of this Registered User Agreement (this "Agreement"). You confirm that this Agreement does not replace the Equipment Software and Services License Agreement entered into by Standard Bots Company (the "Company") and by (or on behalf of) the organization with respect to which you are using the Services ( your "Organization" and the "Underlying Agreement" respectively).
The following key points of this Agreement are for your convenience only. They do not substitute the full terms of this Agreement found directly below.
- Standard Bots. The Services originate from and/or are owned and are operated by the Company. To the extent that your Organization leases the Company's equipment from a third party lessor (the "Leasing Company"), then the Leasing Company will also be protected by these terms.
- Intellectual property. All legal rights in the Services, including all intellectual property rights, recorded footage, code you developed, data collected and feedback you provide belong to Standard Bots.
- Disclaimer of warranty. To the greatest extent permissible under law, the Services are provided for use as is. We disclaim all warranties and representations with respect to the Services.
- Limitation of liability. To the maximum extent permitted by the applicable law, we – and anyone acting on our behalf – will not be liable for any damage or loss, arising from the use or inability to use the Services.
- Law & jurisdiction. Use of the Services are governed by the laws of the State of New York, UNLESS YOU OPT OUT OF ARBITRATION WITHIN 10 DAYS OF FIRST REGISTERING WITH US, MOST DISPUTES BETWEEN US WILL BE DECIDED IN ARBITRATION.
… and in detail
The robotic equipment and related software and services with respect to which you are entering into this Agreement (collectively, the “Services”), originate from and/or are owned and are operated by the Company (also referred to as “we”, “us” and “our”).
Please read the following terms carefully (the "Terms"). By installing, signing up to, accessing, or using the Services, you agree to these Terms. If you do not agree to these Terms, you may not access or use the Services.
USE OF THE SERVICES
Permitted Use. You may use the Services under the terms of the Underlying Agreement.
Prohibited use. When using the Services, you must refrain from –
- Breaching this Agreement or any other applicable rules and instructions that we may convey with respect to the Services;
- Engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, including laws governing privacy, defamation, spam and copyright;
- Interfering with, burdening or disrupting the functionality of the Services;
- Breaching the security of the Services or publicly identifying any security vulnerabilities in it;
- Circumventing or manipulating the operation or functionality of the Services, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Services;
- Impersonating any person or entity, or making any false statement pertaining to your identity or affiliation with any person or entity;
- Collecting, harvesting, obtaining or processing personal information regarding the Services’ users, without their prior explicit consent;
You are solely responsible for the content you make available through the Services and for the consequences associated with doing so.
Feedback. You agree to:
- Cooperate with Standard Bots in evaluating the Services
- If requested, work with Standard Bots to identify and resolve any errors, problems or defects in the Services discovered by you or your business organization, and in identifying additional uses and functions for the equipment and software provided by Standard Bots.
We may also ask you to provide us with feedback report in connection with the Services. All feedback, comments, and suggestions for improvements that you provide to Standard Bots hereunder are referred to collectively as “Customer Feedback”. You acknowledge and agree that all Customer Feedback will be the sole and exclusive property of Standard Bots. You hereby irrevocably transfer and assign to Standard Bots and agree to irrevocably assign and transfer to Standard Bots all right, title, and interest you have in and to all Customer Feedback, including all intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect and maintain our intellectual property rights and other legal protections for the Customer Feedback.
Our Intellectual Property. All rights, title and interest in and to the Services, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated therewith, are the exclusive property of Standard Bots and its licensors.
Restrictions. You may not copy, distribute, display or perform publicly, make available to the public or communicate to the public, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Services or any part thereof, in any way or by any means.
You may not use any name, mark, logo or domain name that is confusingly similar to our marks, logos and internet domain names. You must refrain from any action or omission that may dilute, or damage our goodwill.
Data and your developed code. Any and all rights in and to all data (including training data, code, programs, camera footage and other sensor data) collected or processed by the Services (including equipment) all Service-related software code and scripts developed by you, as well as all records, logs and reports generated by the Services in the course of performing the Services (all collectively, “Records”), are the exclusive property of Standard Bots. To the extent that notwithstanding the above, you retain any rights in or to such Records by virtue of law, you hereby grant to Standard Bots a perpetual, irrevocable and non-royalty bearing license to such Records (including any copyright therein) to make any and all use thereof, without limitation, including the right to use or sublicense, in any and all media, now known or later discovered or developed, and in all forms and for all purposes, including without limitation, advertising and other promotions for Standard Bots, without any consideration due to you or any limitation whatsoever.
Footage. You acknowledge and agree that the robotic equipment provided as part of the Services contains various cameras that record footage of the robot’s activity and its surroundings at your business organization’s facility and that the footage thus may depict individuals like you as well as part of your business organization’s facility. You further acknowledge that all rights in and to any footage (“Works”) are and shall be exclusively owned by the Standard Bots, including in relation to applicable copyright laws. To the extent that notwithstanding the above, you retain any rights in or to such Works by virtue of law, you hereby grant to Standard Bots a perpetual, irrevocable and non-royalty bearing license to such Works (including any copyright therein) to make any and all use thereof, without limitation, including the right to use or sublicense, in any and all media, now known or later discovered or developed, and in all forms and for all purposes, including without limitation, advertising and other promotions for Standard Bots, without any consideration due to you or any limitation whatsoever.
Monitoring. You acknowledge and agree that Standard Bots and its designees to perform periodic, non-intrusive monitoring of the Services’ system or network to assure compliance with the requirements of these Terms.
Open Source. The Services may use or include open source software components ("OSS"). To the extent so stipulated by the license that governs each OSS ("OSS License"), each such OSS is subject to its respective OSS License, not these Terms, and is licensed to you directly by its respective licensor, not sublicensed by Standard Bots. If and to the extent an OSS License requires that these Terms effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed or incorporated by reference into these Terms, as required, and shall supersede any conflicting provision of these Terms, solely with respect to the corresponding OSS which is governed by such OSS License.
Confidentiality. You shall take precautions to maintain the confidentiality of the Services, its features, performance, capabilities and technology, using no less than reasonable care. You will not use or disclose such confidential information of Standard Bots to any third party, except with our express, prior, written permission, or to those staffers at your business organization but only on strict 'need to know' basis and provided they are under similar confidentiality obligations regarding this information.
Changing to the Services. We may, at any time and without prior notice change the layout, design, scope, or features of the Services.
Changing these Terms. We may revise these Terms, in whole or in part, at any time by putting you on notice of the amended Terms. Your continued use of the Services after the effective date of the amended Terms constitutes your consent to the amended Terms.
DISCLAIMER OF WARRANTY
TO THE GREATEST EXTENT PERMITTED UNDER LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES (THE “STAFF”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT (1) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE SERVICES WILL ALWAYS BE AVAILABLE OR FREE FROM MALWARES, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (3) THE QUALITY OF THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES WILL BE SATISFACTORY AND WILL FIT YOUR EXPECTATIONS OR REQUIREMENTS.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF, SHALL NOT BE LIABLE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE INCLUDING BODILY INJURY OR OTHER DAMAGE CAUSED BY THE SERVICES, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INLCUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE CONTENT, THE USE OF, OR THE INABILITY TO USE THE SERVICES OR ITS FEATURES, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICES, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF, OR FROM ANY COMMUNICATION THROUGH THE SERVICES.
IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES SHALL BE LIMITED TO TEN DOLLARS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM OUR OBLIGATIONS AND LIABILITY TO YOU IF YOU HAVE BREACHED THESE TERMS, ANY OTHER TERMS, RULES OR REGULATIONS APPLICABLE TO THE SERVICES, OR IF THROUGH YOUR USE OF THE SERVICES, YOU INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.
To the maximum extent permitted by law, you will indemnify and hold harmless at your own expense, us, our Staff and anyone acting on our behalf, from and against any damages, costs and expenses, resulting from any claim, allegation or demand, connected with your use of the Services, your breach of these Terms or infringement of any other person’s rights.
Governing Law, jurisdiction
Regardless of your place of residence or where you access or use the Services from, these Terms and your use of the Services will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
Any and all disputes, claims or controversies between you and Standard Bots regarding these Terms or the use of the Services, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules (which are available at www.adr.org). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, you may lodge claims in small claims court if your claim qualifies.
The Federal Arbitration Act and federal arbitration law apply to these Terms.
In arbitration, rulings of law and findings of fact are made by a privately appointed arbitrator, not a public judge or jury. The arbitrator is bound by the same substantive law as a judge, and may award damages and other relief in the same manner as a court (including injunctive and declaratory relief or statutory damages), but the arbitrator is not bound by the rules of procedure applied by courts. Also unlike litigation (in which there is a right to appeal), in arbitration, the parties’ ability to challenge the final award in court is very limited.
Payment of filing, administration and arbitrator fees will be governed by the AAA's Commercial Arbitration Rules. These fees will be shared equally by you and us, unless the arbitrator: (i) determines that the claims are frivolous, in which case the claimant shall bear all such fees arising from the frivolous claim; or (ii) determines that the fees should be allocated differently.
You may opt-out of the above arbitration clause by emailing us to email@example.com within 10 days of entering into these Terms for the first time, an opt-out notice that identifies yourself and clearly sets out your choice to opt out of dispute settlement by arbitration. In case of such opt-out, any and all disputes, claims or controversies between you and us regarding these Terms or the use of the Services, which are not amicably resolved, shall be subject to the exclusive jurisdiction and venue of the state and federal courts in the State of New York, USA.
Notwithstanding anything to the contrary in this section, either party may file: (a) an impleader claim against the other party in any court of competent jurisdiction; (b) in any court of competent jurisdiction a claim concerning the infringement (or alleged infringement) of intellectual property rights. Standard Bots shall be entitled to seek temporary or other injunctive or equitable relief in any court with competent jurisdiction.
WE AND YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER OF US IS PERMITTED BY COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, WE BOTH AGREE THAT (i) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS USER AGREEMENT), AND (ii) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
Assignment. You may not assign or transfer your rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by you, without our prior written consent, shall be null and void. Standard Bots shall be entitled to transfer its rights and obligations hereunder to an affiliated party or in the event of a purchase of the relevant part of the business of Standard Bots or in the case of a reorganization of Standard Bots.
Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.
Interpretation. The section headings in these Terms are included for convenience only and shall take no part in the interpretation or construing of these Terms. Whenever used in these Terms, the term "Including", whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
Waivers. No waiver, concession, extension, representation, alteration, addition or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.
Relationship. These Terms do not create any agency, partnership, employment or fiduciary relationship between you and us.
Application of Agreement to Leasing Company. The Leasing Company shall be deemed to have the benefit of all the same protections as provided to us hereunder (included but not limited to provisions with respect to limitation of liability and disclaimer of warranty), and the Leasing Company shall be deemed a third party beneficiary of this Agreement, including for the purpose of enforcement.
At any time, you may contact us with any question, request, comment or complaint that you may have with respect to the Services or these Terms, at firstname.lastname@example.org, or through our homepage contact form.
Version: February 2019