iCLEBO WARRANTY & LICENSING AGREEMENT
IMPORTANT: READ IN ITS ENTIRITY BEFORE USING:
Accompanying this license agreement (“Agreement”) Do not use your iCLEBO
(“ICLEBO Robot”) until you have carefully read and agreed to the following terms and
conditions. By using the iCLEBO Robot, you agree to the terms of this Agreement and
any amendment accompanying this Agreement. If you do not agree to these terms, do
not use the iCLEBO Robot. The iCLEBO Robot contains an electronic software
interface that allows you to control and modify behavior remotely monitoring its
sensors. This is intended for software programmers interested in giving the iCLEBO
functionality; we encourage you to do so subject to the terms of this Agreement. For
more information, visit www.iCleboUSA.com.
Terms and Conditions:
LICENSING GRANT:
Subject to the conditions and terms of this Agreement,
SYNET Electronics Inc.,(DBA: iCLEBO USA) exclusive distributer of the iCLEBO in
specific regions, grants you a revocable, royalty-free, personal, non-exclusive,
non-transferable, non-assignable, non-commercial intellectual property license: (1) to
use the iCLEBO software contained on the ICLEBO Robot, including the protocol for
communicating with the iCLEBO software contained on the ICLEBO Robot (“iCLEBO
Software”), to use the ICLEBO Robot and (2) to distribute software that you develop
for your ICLEBO Robot considered (“Your Software”).
NON-COMMERCIAL LICENSING:
You may use the iCLEBO only for personal,
noncommercial, educational, and research purposes. The iCLEBO may not be used
for any other purpose, whether “for profit” or “not for profit.” Any work produced or
performed using the ICLEBO Robot, including Your Software, cannot be produced or
performed for the benefit of other parties for compensation, fee, or any other
reimbursement. A separate license is required for each additional use and individual
user in all other cases. If you are an entity, iCLEBO grants you the right to designate
one individual within your organization to have the sole right to use the iCLEBO
Software and the ICLEBO Robot in the manner provided above.
COMMERCIAL LICENSING:
If you would like to request a commercial license for
your use of the iCLEBO Software or the ICLEBO Robot, or for the distribution of your
Software, please contact [email protected]. We reserve the right to refuse your
request for any reason or no reason at all, solely in its discretion.
TITLE: iCLEBO Software “title” remains with iCLEBO and its suppliers. The iCLEBO
Software is licensed and is not sold. The iCLEBO Software and the ICLEBO Robot are
patented and copyrighted. They are protected by the laws of the United States and
international treaty provisions. Except as expressly provided herein, iCLEBO does not
grant any express or implied right to you under iCLEBO patents, copyrights,
trademarks, or trade secret information. You agree not to remove any copyright or
patent notice from the iCLEBO.
LICENSE RESTRICTIONS:
You may NOT: (i) use or copy the iCLEBO Software or
the ICLEBO Robot except as provided in this Agreement; (ii) rent or lease the iCLEBO
Software or the ICLEBO Robot to any third party; (iii) assign this Agreement or transfer
the iCLEBO Software or the iCLEBO except as provided in this Agreement; (iv) modify,
adapt, or translate the iCLEBO Software or the iCLEBO in whole or in part except as
expressly provided in this Agreement; (v) reverse engineer, decompile, or disassemble
the iCLEBO Software or the ICLEBO Robot; or (vi) distribute, sublicense or transfer
the source code form of Your Software and derivatives thereof to any third party
except as provided in this Agreement.
SOFTWARE:
Use and distribution of Your Software is also subject to the following
limitations: You (i) shall be solely responsible for any update or support obligation or
other liability which may arise from your use or distribution, (ii) shall not make any
statement that Your Software is “certified,” or that its performance is guaranteed, by
iCLEBO, (iii) shall not use iCLEBO’s name or trademarks, (iv) shall prohibit
disassembly and reverse engineering of the iCLEBO Software and the ICLEBO Robot,
(v) shall not publish reviews of iCLEBO products designated as beta without written
permission from iCLEBO, and (vi) shall indemnify, hold harmless, and defend iCLEBO
and its suppliers from and against any claims or lawsuits, including attorney’s fees,
that arise or result from Your Software, including your use and your distribution.
ONE-TIME TRANSFER:
The initial user of the iCLEBO Software and the ICLEBO
Robot may make a one-time permanent transfer of this Agreement, the iCLEBO
Software, and the iCLEBO to another end user, provided the initial user retains no
copies of the iCLEBO Software and the ICLEBO Robot. This transfer must include the
iCLEBO Software, the iCLEBO Robot, and all of the materials accompanying the
iCLEBO Robot(including all component parts and printed materials, any upgrades, and
this End User License Agreement document). The transfer may not be an indirect
transfer, such as a consignment. Prior to the transfer, the end user receiving the
iCLEBO Software must agree to all the terms of this Agreement.
NO WARRANTY AND LIMITED REPLACEMENT: EXCEPT AS STATED IN THE
LIMITED WARRANTY TO THE ORIGINAL PURCHASER, THE ICLEBO SOFTWARE
AND THE ICLEBO ROBOT ARE PROVIDED “AS IS” WITH NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY
WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION,
OR SAMPLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
iCLEBO OR ITS AGENTS SHALL CREATE A WARRANTY. If the iCLEBO Software or
the ICLEBO Robot is found to be defective in workmanship or material under normal
use for a period of one (1) year from the date of receipt, iCLEBO’s entire liability and
your exclusive remedy shall be the replacement of the iCLEBO Software or the
ICLEBO Robot. This offer is void if the defect results from accident, abuse,
misapplication, or Your Software. Any updates or supplements to the iCLEBO Software
or the ICLEBO Robot provided to you after the expiration of the one (1) year period are
not covered by any warranty or condition, express, implied or statutory. PLEASE BE
AWARE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY:
THE ABOVE REPLACEMENT PROVISION IS THE
ONLY WARRANTY OF ANY KIND. ICLEBO OFFERS NO OTHER WARRANTY
EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NON
INFRINGEMENT OF THIRD- PARTY INTELLECTUAL PROPERTY OR FITNESS FOR
A PARTICULAR PURPOSE. NEITHER ICLEBO NOR ITS SUPPLIERS SHALL BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
VICARIOUS LIABILITY, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE ICLEBO SOFTWARE, THE ICLEBO ROBOT,
OR YOUR SOFTWARE, EVEN IF ICLEBO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSE-QUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
USER SUBMISSIONS:
You agree that any information, material or other
communication, including data, images, sounds, text, and other things embodied
therein, that you transmit or post to an iCLEBO website or provide to iCLEBO
(“Communications”) will be considered non-confidential. iCLEBO will have no
confidentiality obligations with respect to the Communications. You agree that iCLEBO
and its designees will be free to copy, disclose, create derivative works, modify,
publicly display, distribute, license and sublicense through multiple tiers of distribution
and licensees, incorporate and otherwise use the Communications, including
derivative works thereof, for any and all commercial or non-commercial purposes
without the payment of any royalty to you, and that such license will survive the
termination of this Agreement.
UNAUTHORIZED USE: THE ICLEBO SOFTWARE AND THE ICLEBO ROBO ARE
NOT INTENDED, DESIGNED, OR AUTHORIZED FOR USE IN ANY AERONAUTI-
CAL, NUCLEAR, MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR
FOR ANY OTHER APPLICA-TION IN WHICH THE USE OF THE ICLEBO
SOFTWARE OR THE ICLEBO ROBOT COULD CREATE A SITUATION WHERE
PERSONAL INJURY OR DEATH MAY OCCUR. Should you use the iCLEBO Software
or ICLEBO Robot for any such unintended or unauthorized use, you shall indemnify
and hold iCLEBO (Yujin Robot /SYNET/ iCLEBO USA) and its officers, subsidiaries
and affiliates harmless against all claims, costs, damages, and expenses, and
reasonable attorney fees arising out of, directly or indirectly, any claim of product
liability, personal injury or death associated with such unintended or unauthorized use,
even if such claim alleges that iCLEBO was negligent regarding the design or
manufacture of the iCLEBO Software, the ICLEBO Robot, or any part or portion
thereof.
TERMINATION:
This Agreement becomes effective on the date you accept this
Agreement and will continue until terminated. You may terminate this Agreement
voluntarily at any time. iCLEBO may terminate this Agreement at any time. Termination
will be in affect if you breach any of its conditions or terms. We may refuse to license
the iCLEBO Software or the ICLEBO Robot to you after termination. Upon termination
by either party, you will immediately return to iCLEBO USA or destroy the iCLEBO
Software and the ICLEBO Robot and all your copies thereof.
INTERPRETATION:
The provisions of this Agreement are severable. If any
provision of this Agreement is held to be unenforceable, such provision shall be
reformed only to the extent necessary to make it enforceable. Any law or regulation
which provides that the language of a contract shall be construed against the drafter
shall not apply to this Agreement.
INTEGRATION:
This Agreement represents the complete agreement concerning the
subject matter hereof, and any and all understandings, conversations and
communications, proposals, and counterproposals, oral and written (including any
draft of this Agreement) are merged into and superseded by this Agreement and shall
be of no force or effect, except as expressly provided herein. No such understandings,
conversations, communications, proposals, counterproposals or drafts shall be
referred to in any proceeding concerning this Agreement. Further, no understanding
contained in this Agreement shall be modified, altered or amended, except by a writing
signed by the party against whom enforcement is sought.
U.S. GOVERNMENT RESTRICTED RIGHTS:
The iCLEBO Software and the
ICLEBO Robot are provided with “RESTRICTED RIGHTS.” Use, duplication or
disclosure by the Government is subject to restrictions set forth or its successor. Use
of the iCLEBO Software or the ICLEBO Robot or the Government constitutes
acknowledgment of iCLEBO’s rights in them.
NO EXPORT:
You may not export the iCLEBO Software or the ICLEBO Robot in
violation of applicable laws.
LAWS:
Any claim arising under or relating to this Agreement shall be governed by
the internal substantive laws of the Commonwealth of California, without regard to its
principles of conflict of laws. The application of the United Nations Convention on
Contracts for the International Sale of Goods is expressly excluded.
ARBITRATION:
All disputes relating to this Agreement (excepting any dispute
relating to intellectual property rights) shall be subject to final and binding arbitration,
with the losing party paying all costs of arbitration. Any arbitration relating to this
Agreement shall be held in Irvine, California, under the auspices of an arbiter selected
by iCLEBO USA. Any litigation relating to this Agreement shall be subject to exclusive
venue and jurisdiction in the federal and state courts of California, with the losing party
responsible for costs, including without limitation, court costs and reasonable
attorney’s fees and expenses.
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