This End User Software License (“Agreement”) is made as of the 21st day of August, 2015 (“Effective Date”) between Robomatter, Inc., having a principal place of business at 1151 Freeport Road. Suite 161, Pittsburgh, Pa. 15238-7317 (“Robomatter”) and you (“Licensee”).
IMPORTANT – READ CAREFULLY: This is a legal agreement between the licensee (either an individual or entity), and Robomatter. It imposes certain restrictions on your use of the Software. Robomatter and its licensors retain ownership of the Software and no rights are granted to the licensee other than a license to use the Software and any related documentation provided with the Software by Robomatter (the “Documentation”), according to the terms expressly set forth in this Agreement. By using this software, the licensee agrees to the terms stated herein. By clicking on the “Yes” button below you agree to be and are hereby bound by the terms of this License Agreement. If you do not agree to the terms of this Agreement, you must promptly return the ROBOTC Programming Software, including any Documentation. Upon such return, your payment for the Software will be refunded minus a $35 administrative fee.
Robomatter desires to grant to Licensee, and Licensee desires to accept, a license to use the following software (“Software”) under the terms of this Agreement:
Intending to be legally bound, Robomatter and Licensee agree as follows:
a. Definition of “Site” A “site” is defined as an institution or university identified by their unique NCES or IPEDS code - if a “Site” does not have a NCES or IPEDS code, a unique singular physical mailing address for a single building will be used as the definition of “Site”.
b. SINGLE USER License. Robomatter grants the Single (1) User Licensee a non-exclusive, non-transferable right and license to use the ROBOTC Software solely for the purpose of education and robot controller programming. The Single (1) User license under this Agreement may be loaded on up to two (2) computers owned and used by the primary user of the software.
c. SIX SEAT TEAM License. Robomatter grants the Six (6) Seat Team Licensee a non-exclusive, non-transferable right and license to use the ROBOTC Software solely for the purpose of education and robot controller programming. Six (6) Seat Team license under this Agreement may be loaded on up to six (6) computers for the use of one (1) team or school-based group.
d. 30 Seat CLASSROOM License Robomatter grants the Thirty (30) Seat Classroom Licensee a non-exclusive, non-transferable right and license to use the ROBOTC Software solely for the purpose of education and robot controller programming. Thirty (30) Seat Classroom License under this Agreement may be loaded on up to thirty (30) computers for the use of one (1) classroom or school-based organization located in the same “site”.
e. Building “Site” License. Robomatter grants the Building Site License Licensee a non-exclusive, non-transferable right and license to use the ROBOTC Software solely for the purpose of education and robot controller programming. All building licenses are delivered as single year-long (365 day) term licenses – the license’s term begins with the date of license delivery to the customer.
The number of simultaneous users and classrooms for a building “site” license are defined and controlled by the license purchased - 1 Classroom / 30 Floating Seats, 2 Classroom / 60 Floating Seats, 3 Classroom / 90 Floating Seats, or Unlimited Classroom / Unlimited Floating Seats - for a single physical “site”. Licensee may install the software on as many computers within a single site, but may not simultaneously use more than the allocated number of installations granted by the purchased license.
f. Recovering Software Licenses. If during the term of the license or for up to two (2) years after the license is purchased, whichever amount of time is shorter, the Licensee has a hardware failure, computer upgrade, or technical issue that requires reactivation of the licensed software on another computer - the Licensee is granted the ability to remotely deactivate an existing licensed workstation via an online interface and/or by contact Customer Support to deactivate an existing installation. This process will be allowed so long as the total number of installations is no more than the allocated number of installations granted by the purchased license.
2. Restrictions on Use; Non-Disclosure. Licensee agrees that it will not (and will not permit others to) modify, decompile, reverse engineer, redistribute, repackage, encumber, sell, rent, lease, sublicense, assign, time-share, publish, broadcast, circulate, market, donate, disseminate, retransmit, or commercially-exploit the Software and/or any copies or parts thereof. Licensee may copy the Software only as described in Section 1 above and for no other purpose. Licensee understands that the Software is proprietary to Robomatter and Licensee agrees not to disclose the Software to any third party. In the event Licensee is legally compelled to disclose the Software, Licensee agrees to provide Robomatter with reasonable advance written notice of such disclosure to allow Robomatter to seek a protective order or other remedy.
3. Ownership. Licensee agrees that it is acquiring no ownership rights in the Software and may only use the Software in accordance with the terms of this Agreement. The Software remains the property of Robomatter and its licensors, as applicable. Licensee agrees that while it is not obligated to provide any feedback to Robomatter regarding the Software, Licensee relinquishes any intellectual property claims to any and all comments or suggestions provided to Robomatter regarding the Software, and Robomatter is free to incorporate any, all or none of this information into items developed by Robomatter.
4. Term and Termination. Provided Licensee complies with all terms and conditions of this Agreement, Licensee may continue to use the Software. This Agreement will terminate when either Licensee discontinues use of the Software (and either returns or destroys the Software), or Robomatter terminates this Agreement by written notice to Licensee as a result of Licensee’s breach of any term of this Agreement, whichever occurs first. In the event of termination by Robomatter, Licensee agrees: (a) to immediately cease using the Software and all copies thereof and to remove the Software from Licensee’s computers and systems; (b) to return the Software and all copies to Robomatter (or, at Robomatter’s option, to destroy the Software and any and all copies and provide a written certification regarding such destruction). In the event of termination of this Agreement, Robomatter and Licensee agree they will continue to be bound by the obligations of Sections 2 through 13 (inclusive).
5. Payment. In consideration for the license to the Software, Licensee agrees to pay Robomatter or its designee the amount listed in EXHIBIT A at the end of this agreement upon the execution of this Agreement. All payments shall be paid in United States dollars within thirty (30) days of the date of invoice. Any payments not made when due hereunder shall accrue interest at a rate of 1.5% per month or the maximum rate permitted under applicable law, whichever is less.
6. No Warranty. THE SOFTWARE AND ANY OTHER MATERIALS OR INFORMATION PROVIDED BY ROBOMATTER ARE ON AN “AS IS” BASIS AND ROBOMATTER MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION. ROBOMATTER SHALL NOT BE LIABLE TO LICENSEE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR INABILITY TO USE THE SOFTWARE, UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ROBOMATTER WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ROBOMATTER’S MAXIMUM LIABILITY FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE MANNER CLAIMED OR THE FORM OF ACTION ALLEGED (I.E., TORTS, CONTRACTS OR OTHERWISE), SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL UNRESTRICTED PAYMENTS RECEIVED BY ROBOMATTER FROM LICENSEE UNDER THIS AGREEMENT.
7. Indemnification. Licensee hereby agrees to defend, indemnify and hold harmless Robomatter, its trustees, officers, employees and agents from all claims or demands made against them (and any related losses, expenses or attorney’s fees) arising out of or relating to Licensee’s negligent use of or willful misuse of or negligent conduct or willful misconduct regarding the Software (including, but not limited to, any claims of product liability, personal injury, or death, damage to property or violation of any laws or regulations).
8. No Assignment. This Agreement may not be assigned by Licensee without the prior written consent of Robomatter. Any attempted assignment by Licensee in violation of this Section shall be null and void. Subject to the restrictions of this Section, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their representatives, successors and permitted assigns.
9. Export Control Laws. It is understood that the Software is subject to applicable United States export laws and regulations (including, but not limited to, the Export Administration Act of 1979). Licensee agrees to comply with any and all applicable export control laws and/or regulations and to obtain any required licenses or approvals.
10. Governing Law; Arbitration. This Agreement and any and all claims arising from it will be construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws issues. Any dispute or claim arising out of or relating to this Agreement will be settled exclusively by arbitration in Pittsburgh, Pennsylvania in accordance with the Rule of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
11. Notices. Any notices to be given under this Agreement shall be in a non-electronic writing and mailed either overnight via nationally recognized overnight courier or via certified first class mail, return receipt requested, to the addresses listed in the first paragraph of this Agreement.
12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all previous agreements and understandings related to the subject matter of this Agreement. This Agreement may not be amended or modified except by a written document signed by authorized representatives of both parties.
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