Mantis RoboticsMantis RoboticsThis End User License Agreement (“EULA”) and the applicable Supplemental Terms (together, this “Agreement”) are entered into between the Mantis Robotics entity named on the Order and the customer that accepted this Agreement (“Customer”). This Agreement may be accepted by manual signature or electronic signature, or through an electronic system specified by Mantis Robotics. In the electronic system, Customer will be prompted to accept these terms by clicking a button. Clicking the button or using the Products or Services indicates that Customer has read, understood and accepted these terms. If Customer does not accept this Agreement, Customer must return the Product(s) to Mantis Robotics or its authorized solution partner prior to installation or use for a refund.
1. DEFINITIONS
2. ORDERS
2.1 Ordering Products or Services. The parties may enter into one or more Orders for Products or Services under this Agreement. Each Order is binding on the parties and is governed by the terms of this EULA and all applicable Supplemental Terms.
2.2 Delivery of Software. Delivery of Software occurs when MANTIS ROBOTICS makes Software available to Customer via electronic download from a website specified by MANTIS ROBOTICS. Physical shipment of the media may be done at MANTIS ROBOTICS’s option, as an accommodation to Customer, or because certain elements of the Software are not available for electronic download.
2.3 Payment. Customer will pay the fees set forth in the applicable Order within 30 days of the invoice date unless otherwise agreed by the parties. Unless specified otherwise in the applicable Order, fees related to Products and Maintenance Services are invoiced in advance and Professional Services will be invoiced monthly as charges are incurred.
2.4 Taxes. All prices are exclusive of any taxes and any other fee. Customer agrees to pay or reimburse MANTIS ROBOTICS or its authorized solution partner for the payment of any applicable taxes or duties including, but not limited to, sales taxes, value added taxes, goods and services taxes, consumption taxes, or any other fee that is imposed by any government authority on Customer’s use of or license to the Products or Customer’s receipt of any Services. If Customer is exempt from value-added or sales tax, then it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation to MANTIS ROBOTICS or its authorized solution partner. If Customer is required by law to make any income tax deduction or to withhold income tax, after the application of reductions available under international treaties, from any sum payable directly to MANTIS ROBOTICS hereunder, Customer will promptly effect payment thereof to the applicable tax authorities, and will also promptly provide MANTIS ROBOTICS with official tax receipts or other evidence issued by the applicable tax authorities to support a claim for tax credit relief. Notwithstanding the foregoing, Customer is responsible for, and will indemnify MANTIS ROBOTICS for, any taxes, including withholding taxes, resulting from making licenses available to users in geographic regions outside the country in which Customer is located as per the Order.
3. SOFTWARE LICENSE AND PRODUCT MAINTENANCE SERVICES TERMS
License Grant and Conditions.
3.1 License Grant. MANTIS ROBOTICS grants Customer a nonexclusive, nontransferable, limited license to install and use Software and related Documentation for Customer’s internal business purposes for the time period specified in the Order, and subject to the applicable Supplemental Terms. Software is provided in object code form only, unless otherwise specified in this Agreement. Software is the trade secret of MANTIS ROBOTICS or its licensors. Customer may copy Software only as required to support the authorized use. Each copy must include all notices and legends embedded in Software and affixed to its medium or container as received from MANTIS ROBOTICS. MANTIS ROBOTICS or its licensors retain title to and ownership of Software and MANTIS ROBOTICS IP. MANTIS ROBOTICS reserves all rights in Products and MANTIS ROBOTICS IP not expressly granted herein.
3.2 License Compliance. MANTIS ROBOTICS reserves the right to embed a reporting mechanism in Software to determine unauthorized use of licenses. The mechanism does not transmit technical or business data that Customer processes with Software.
3.3 Third-Party and Open-Source Software. Products may contain third-party technology, including open-source software (“Third-Party Technology”). Third-Party Technology may be licensed by third parties under separate terms (“Third-Party Terms”). Third-Party terms are specified in the Documentation and control solely with respect to Third-Party Technology. If Third-Party Terms require MANTIS ROBOTICS to furnish Third-Party Technology in source code form, MANTIS ROBOTICS will provide it upon written request and payment of any shipping charges.
3.4 Maintenance Services Terms. Maintenance Services are governed by the terms found at (https://www.mantis-robotics.com/terms) and are incorporated herein by reference.
Customer Responsibilities.
3.5 Transfer and Remarketing of Software. Unless otherwise provided in this Agreement or required to be permitted by applicable law, Customer will not cause or permit the transfer, loan, lease, publication, or use of Software to or for the benefit of any third party without the prior written consent of MANTIS ROBOTICS.
3.6 Reverse Engineering, Modification. Customer will not reverse engineer, decompile, or otherwise attempt to discover the source code of Software. Customer will use Software provided in source code form only to modify or enhance Software for its authorized use. Customer will not otherwise modify, adapt, or merge Software. Customer will not subject Software to any open-source software license that conflicts with this Agreement or that does not otherwise apply to such Software. Customer will not use Software for the purpose of developing or enhancing any product that is competitive with Software. The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable law.
3.7 Third Party Hosting of Software; Indemnity. Customer may only engage a third party to host Software (“Provider”) with MANTIS ROBOTICS’s prior written consent. MANTIS ROBOTICS may require a separate written agreement as a condition to such consent. Software hosted by a Provider must remain under Customer’s sole control at all times, unless management and operation of Software by the Provider is explicitly approved by MANTIS ROBOTICS, in which case Customer will ensure that the Provider manages and operates Software in conformance with this Agreement and solely for Customer’s internal business purposes as permitted herein. If Customer becomes aware of any actual or suspected unauthorized use or disclosure of Software, Customer shall immediately terminate Provider’s access to Software. A breach of this Agreement caused by a Provider will constitute a breach by Customer. Customer will indemnify and hold MANTIS ROBOTICS and its affiliates harmless from all claims, damages, fines, and costs (including attorney’s fees and expenses) arising in connection with Customer’s use of the Provider’s services. Customer will notify MANTIS ROBOTICS if the Provider or its relevant business comes under the control of a third party, in which case MANTIS ROBOTICS may withdraw its prior consent.
3.8 Security. Customer is responsible for the security of Customer’s systems and data, including Products on Customer’s systems. Customer will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans.
3.9 Third-Party Claims. Customer acknowledges that MANTIS ROBOTICS does not control Customer’s processes or the creation, validation, sale, or use of Customer’s products. MANTIS ROBOTICS will not be liable for any claim or demand made against Customer by any third party, except for MANTIS ROBOTICS’s obligations to indemnify Customer against infringement claims as expressly set forth herein.
3.10 Responsibility for Users. Customer is liable for a breach of this Agreement by any user of the Products or Services.
3.11 Host Identifier. Customer will provide MANTIS ROBOTICS with sufficient information, including the host identifier for each workstation or server upon which the license management portion of Software will be installed, for MANTIS ROBOTICS to generate a license file enabling Software access per the scope of the licenses granted under each Order.
3.12 Audit. Customer will at all times maintain records identifying Software, the location of each copy thereof, and the location and identity of workstations and servers on which Software is installed. MANTIS ROBOTICS may, during regular business hours and upon reasonable advance notice, conduct an audit of Customer’s compliance with this Agreement. Customer will permit MANTIS ROBOTICS or its authorized agents to access facilities, workstations, and servers and take all commercially reasonable actions to assist MANTIS ROBOTICS in determining compliance with this Agreement. MANTIS ROBOTICS and its agents will comply with reasonable security regulations while on Customer’s premises.
4. WARRANTIES AND DISCLAIMERS
4.1 Defects. MANTIS ROBOTICS warrants that, for a period of 90 days following the date Software is initially made available to Customer under an Order, it will provide the material features and functions described in the Documentation. The foregoing warranty excludes (i) Software provided at no charge, (ii) Software provided upon re-mix, (iii) Software that is designated as retired or not generally supported as of the date of the Order, and (iv) deliveries governed by the Maintenance Services terms. MANTIS ROBOTICS’s entire liability and Customer’s exclusive remedy for a breach of this warranty will be, at MANTIS ROBOTICS’s option, to correct or work around errors, or replace defective Software or refund license fees paid for defective Software returned by Customer.
4.2 Disclaimer. MANTIS ROBOTICS MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT. REPRESENTATIONS ABOUT PRODUCTS, FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL INFORMATION, NOT A WARRANTY OR GUARANTEE. MANTIS ROBOTICS DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MANTIS ROBOTICS DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
5. LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 Limitation of Liability. THE ENTIRE, COLLECTIVE LIABILITY OF MANTIS ROBOTICS, MANTIS ROBOTICS’S AFFILIATES, MANTIS ROBOTICS’S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO MANTIS ROBOTICS FOR THE SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO MANTIS ROBOTICS’S INDEMNITY OBLIGATION IN SECTION 5.2. IN NO EVENT WILL MANTIS ROBOTICS, MANTIS ROBOTICS’S AFFILIATES, MANTIS ROBOTICS’S LICENSORS, OR THEIR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH DAMAGES WERE FORESEEABLE. FOR PRODUCTS AND SERVICES PROVIDED AT NO CHARGE, MANTIS ROBOTICS, MANTIS ROBOTICS’S AFFILIATES, MANTIS ROBOTICS’S LICENSORS, AND THEIR REPRESENTATIVES, SHALL HAVE NO LIABILITY WHATSOEVER. CUSTOMER MAY NOT MAKE A CLAIM UNDER THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CLAIM IS OR SHOULD HAVE BEEN DISCOVERED BY CUSTOMER.
5.2 Intellectual Property Infringement Indemnity.
Infringement Claim Indemnity. MANTIS ROBOTICS will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that any Product infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States or a member of the European Patent Organization, and will pay all direct damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives MANTIS ROBOTICS (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim. MANTIS ROBOTICS will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which shall not be unreasonably withheld.
Injunction. If a permanent injunction is obtained against Customer’s use of a Product, MANTIS ROBOTICS will obtain for Customer the right to continue using the Product or will replace or modify the Product to become non-infringing. If such remedies are not reasonably available, MANTIS ROBOTICS will refund the fees paid for the enjoined Product for the remainder of the license term, or amortized over sixty (60) months from the initial delivery of Hardware or a perpetual license, and accept the return of the Product. MANTIS ROBOTICS may, in its sole discretion, provide the remedies specified in this Section to mitigate infringement prior to the issuance of an injunction.
Exclusions. Notwithstanding anything to the contrary herein, MANTIS ROBOTICS will not have any liability or indemnification obligation to Customer to the extent that an infringement claim arises out of (i) use of a prior version of the Product to the extent that a current version is non- infringing, (ii) failure to use a correction, patch, or new version of the Product offered by MANTIS ROBOTICS that performs substantially the same functions, (iii) use of the Product in combination with software, equipment, data, or products not provided by MANTIS ROBOTICS, (iv) use of a Product provided at no charge (v) use of a Product that is designated as retired or not generally supported as of the date of the Order, (vi) deliverables resulting from Professional Services, (vii) any adjustment, modification, or configuration of a Product not made by MANTIS ROBOTICS, or (viii) instructions, assistance, or specifications provided by Customer.
Sole and Exclusive Remedy. Section 5.2 sets forth the sole and exclusive liability of MANTIS ROBOTICS to Customer for infringement of third-party intellectual property rights.
6. TERMINATION
6.1 Termination. Licenses for a limited term terminate upon expiration of the term. MANTIS ROBOTICS may immediately terminate this Agreement or any Product license granted or Services provided hereunder upon notice to Customer (i) for reasonable cause, including, without limitation, Customer’s unauthorized installation or use of MANTIS ROBOTICS software, Customer filing or being filed in bankruptcy, Customer ceasing to do business, or any breach of Sections 2.3, 3, 7, or 8 of this EULA, (ii) in order to comply with the law or requests of governmental entities, or (iii) for any other breach that remains uncured after 30 days’ notice thereof.
6.2 Effect of Termination. Upon termination of this Agreement, the licenses granted and Services provided hereunder automatically terminate. Upon termination of any license, Customer will immediately remove and destroy all copies of Software, Documentation, and other MANTIS ROBOTICS Confidential Information, and certify such removal and destruction in writing to MANTIS ROBOTICS. No refund or credit will be given as a result of termination under Section 6. Termination of this Agreement or any Services or license granted hereunder will not relieve Customer of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination. Sections 2.3, 2.4, 4.2, 5.1, 6.2, 7, and 8 survive termination of this Agreement.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1 Confidential Information. “Confidential Information” means all information disclosed by one party or any of its affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person. MANTIS ROBOTICS Confidential Information includes the terms of this Agreement, Products, Services, MANTIS ROBOTICS IP, and any information Customer derives from benchmarking the Products or Services. The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its employees, affiliates’ employees, consultants, contractors, and financial, tax and legal advisors; and with respect to the use of Products solely as authorized by the agreed license terms, (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from unauthorized use or disclosure. The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section by each of its recipients. MANTIS ROBOTICS and its affiliates may name Customer as a customer on their websites and in customer lists and other marketing materials.
7.2 Exclusions. The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality; (iii) was in the receiving party’s possession without an obligation of confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party’s Confidential Information; or (v) is required to be disclosed by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.
7.3 Data Protection. When MANTIS ROBOTICS processes personal data on Customer’s behalf in connection with Products or Services, the terms set out at (https://www.mantis-robotics.com/terms) are incorporated herein by reference and shall apply to the use of such Product and Services. Customer will indemnify and hold harmless MANTIS ROBOTICS, its affiliates and their representatives from any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Customer’s noncompliance with applicable data protection laws.
8. ADDITIONAL TERMS AND CONDITIONS
8.1 MANTIS ROBOTICS Affiliates. Companies directly or indirectly owned or controlled by MANTIS ROBOTICS’s ultimate parent company may exercise MANTIS ROBOTICS’s rights and fulfill MANTIS ROBOTICS’s obligations under this Agreement. MANTIS ROBOTICS remains responsible for its obligations hereunder.
8.2 Assignment. This Agreement will extend to and be binding upon the successors and permitted assigns of the parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Customer without the prior written consent of MANTIS ROBOTICS.
8.3 Feedback. If Customer provides any ideas regarding the Products or Services, including suggestions for changes or enhancements, (collectively “Feedback”) in the course of using or evaluating the Products or Services, Customer agrees that such Feedback may be used by MANTIS ROBOTICS without condition or restriction.
8.4 Force Majeure. Neither party will be liable for delay or failure to perform due to any cause beyond its reasonable control, which could not have been prevented by good industry practice, provided the delayed party promptly notifies the other party.
8.5 Notices. Notices relating to this Agreement will be in writing and sent to the party’s address as specified in the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other party.
8.6 Language. If MANTIS ROBOTICS provides a translation of the English language version of this Agreement, the English language version of this Agreement will control in the event of any conflict.
8.7 Governing Law and Jurisdiction. This Agreement shall be subject to the applicable laws of United States of America. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by the courts of (California, United States of America).
8.8 No Waiver; Validity and Enforceability. The failure to enforce any provision of this Agreement will not be construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected, and such provision will be deemed restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
8.9 Entire Agreement and Order of Precedence. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements or communications, whether written or verbal, relating to such subject matter. This Agreement may not be varied other than in writing by manual signatures or electronic signatures of authorized representatives of both parties. In the event of a conflict between this EULA and any Supplemental Terms, the Supplemental Terms prevail. In the event of a conflict between this Agreement and an Order, the Order prevails with respect to the Products or Services ordered thereunder. The terms of any purchase order or similar Customer document are excluded and such terms will not apply to any Order for Products or Services, and will not supplement or modify this Agreement.