Download. The Software shall be downloaded from the Licensor’s website or provided to the End-User through a USB flash drive,
according to the instructions set forth in the order summary sent to the End-User by email or by other means of communication, as
decided by the Licensor (the “ Order Summary” ). The download of the Software shall be made with the End-User’s Designated
Equipment.
Installation. The installation on the UR’s Product shall be done with a USB flash drive inserted into the UR’s Product. If the Software was
downloaded from the Licensor’s website, it shall be uploaded on a USB flash drive device for the purpose of installation on the UR’s
Product.
Utilisation. Two scenarios are possible according to the modalities set forth in the Order Summary:
a) The use of the Software is made with a Licensor’s Product. In this case, the End-User may start using the Software upon completed
installation.
b) The use of the Software is made without a Licensor’s product. In this case, a Trial Period is granted to the End-User. At the end of the
Trial Period, which shall be set forth in the Order Summary, the use of the Software requires the software protection dongle (the
“ Dongle” ). The Dongle will be provided to the End-User for a fee as per section 5 of this Agreement, either by the Licensor or by a
Licensor’s Authorized Representative.
Documentation. The Licensor may provide, if applicable, all documentation containing the detailed specifications for operation and
use of the Software, which Software shall be used in accordance with such documentation. This documentation, if applicable, will be
provided, wholly or in part, within (i) this Agreement, (ii) the Licensor’s Web site http:/ / robotiq.com/ (iii) the Licensor’s Products and the
Purchase Agreement therewith, or (iv) any other agreement, document, support, whatsoever decided by the Licensor.
Modifications and Upgrades. The Licensor shall be under no obligation to provide any upgrade, modification or patch to the Software.
However, the End-User shall be entitled to receive free of charge the upgrades and patches of the Software provided by the Licensor if,
at such time, the End-User is not in default in respect of any of its obligations contained herein. Modifications that create new
functionalities may be offered to the End-User at a price set by the Licensor at its sole discretion.
Such modifications, upgrades and patches of the Software shall be installed by the End-User itself by consulting the Licensor’s website
http:/ / robotiq.com/ where a link to proceed to such installation will be made available thereof.
Fees. The End-User shall pay the Licensor for using the software as per the Order Summary. The fees shall cover upgrades and patches
of the Software provided by the Licensor if, at the time of the upgrade or patch, the End-User is not in default in respect of any of its
obligations contained herein.
New End-Users not using the Licensor’s Products will be entitled to a Trial Period, which shall begin on the date of the first installation
on the UR’s Product and which shall end after the Trial Period as determined in the Order Summary.
Maintenance. During the term of this Agreement, the Licensor will maintain the Software in an operable condition and will make
available any corrections and improvements as are generally incorporated in the Software by the Licensor without additional charge to
the End-User.
Title to Software. The licensed Software is composed of confidential data and trade secrets and is proprietary to and constitutes trade
secret information and intellectual property of the Licensor. Title and ownership rights to the Software, including the intellectual
property rights related thereto, shall remain with the Licensor. The End-User agrees to maintain the confidential nature of the source
code and libraries.
The license granted herein does not include the right to sublicense to others, and may not be assigned to others, in whole or in part,
without the prior written consent of the Licensor. The End-User may not or allow others to modify or prepare derivative works, copy
(except for normal backups for recovery purposes), reproduce, republish, reverse engineer, upload, post, transmit, or distribute, in any
manner, the Software.
Restricted Use. The Software shall be used solely and exclusively by the End-User and its employees for the Purpose mentioned in sub-
section 2.2 hereof. Any other use of the Software, including resell derivative modifications or extensions, is expressly prohibited.
Audit. During the term of this Agreement and for six (6) months after the termination, the Licensor shall have the right, during normal
business hours and upon reasonable advance notice to the End-User, to visit the End-User’s premises for the purpose of auditing the
End-User’s use of the Software to confirm that such use is in accordance with this Agreement or to confirm that the End-User has
ceased the use of the Software after the termination of the Agreement. The costs of such audit shall be borne by the Licensor unless it
determines that the End-User has underpaid it for any twelve-month period by five per cent (5%) or more or that the use of the Software
is not in accordance with the Agreement; in such case, the End-User shall pay the costs of the audit and such underpayment.
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