The subsequent pages of this proposal contain information, including the whole or portion of technical information, designs, processes, procedures, approaches, methods and techniques, technical specifications, concepts, characteristics, descriptions, rates, pricing, contracting approaches, financial information and other trade secrets or confidential information prepared and owned by IAM Robotics (“Information”). This Information is proprietary to IAM Robotics and is disclosed to Customer named on the title page hereof under terms of confidentiality and for the sole purpose of Customer’s evaluation of IAM Robotics as a prospective partner. Customer’s use and disclosure of this proposal or parts thereof for any other purpose shall first require the prior written consent of a duly authorized officer of IAM Robotics.
Notwithstanding anything to the contrary set forth herein, no IAM Robotics work or performance hereunder shall be “work made for hire” and IAM Robotics retains all ownership rights to any and all innovations, inventions or developments (together, “Innovations”), Specifications, drawings, engineering instructions, data, materials, equipment, software, processes, facilities, and tooling, now existing and owned by IAM Robotics, or hereafter created by IAM Robotics (collectively, “Materials”), and all patent, copyright, trademark, trade secret and other intellectual property rights (“IP Rights”) arising therefrom to the extent such Innovations, Materials, or IP Rights relate to the business of IAM Robotics including, but not limited to, the Software, System(s), or Robot(s).
By executing the proposal set forth below (“Proposal”), you agree to be bound by the Legal Terms and Conditions set forth in the executed Proposal. Any additional work to be performed between the parties or terms differing from those set forth in the Proposal shall be negotiated as part of a definitive agreement between the parties.
LEGAL TERMS & CONDITIONS
1. Delivery of Goods and Performance of Services.
1.1. IAM Robotics shall deliver the Goods in the quantities and on the date(s) specified in the Order Form or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, IAM Robotics shall deliver the Goods within sixty (60) days of IAM Robotics’ receipt of the Purchase Order.
1.3. IAM Robotics shall provide the Goods and Services to Customer as described and in accordance with the terms set forth on the Order Form, any applicable Statements of Work, and in accordance with the terms and conditions set forth in these Terms.
2. Fees and Payment.
2.1. Pricing; Invoicing Method; Taxes. Customer shall pay to IAM Robotics the purchase price and fees for Goods and Services according to the payment schedule on such other payment terms as are specified in the Order Form. Unless otherwise set forth in the Order Form, all fees shall be payable on a Net 30 basis. Customer shall not withhold payment for any reason. All orders shall be subject to a credit review and acceptance, such acceptance to be made by IAM Robotics in its sole and absolute discretion. No order shall be processed until a formal copy of Purchase Order is received by IAM Robotics at the address specified in the Purchase Order. Customer shall pay all amounts due in U.S. dollars, via check or other method of payment mutually agreed upon by the parties. IAM Robotics shall comply with the invoice instructions set forth on the Purchase Order, provided that such instructions are reasonable and do not require IAM Robotics to pay for any third-party invoice processing services. The Purchase Price is exclusive of all sales, use, export, value added, or similar taxes, which Purchaser shall pay.
2.2. Failure to Pay. Failure to pay within the specified period may, at the sole discretion of IAM Robotics, result in a modification of the Delivery Date of the services or cancellation of this Agreement. In the event of a changed delivery date, the Customer will be given notice in writing of the new Delivery Date. Continued failure to pay, may result in additional delays in the Delivery Date along with an additional 10% surcharge on the fees.
2.3. Payments Not Received. Payments not received by IAM Robotics in accordance with the terms of this Agreement are subject to interest at the rate of one percent (1.0%) per month of the unpaid balance or the maximum rate under law, if such maximum rate is less than 1.0% per month. In addition, IAM Robotics may suspend its performance under this Agreement if Customer fails to comply with any part of its payment obligation.
3. Term and Termination. This Agreement shall remain in effect unless terminated by either party as follows:
3.1. by either party if the other commits any material breach of this Agreement which breach is capable of remedy and fails to remedy the same within thirty (30) days of written notice from the other requiring such remedy, provided that such material breach is not the subject of a bona fide dispute for which a dispute resolution process has been initiated; or
3.2. by written notice of either party if the other commits any demonstrably irremediable breach of this Agreement; or
3.3. by either party if the other becomes insolvent; or
3.4. by either party if the other has been wound up or dissolved other than for the purpose of reconstruction or amalgamation or an order has been made or a resolution passed for the appointment of a liquidator or official manager or a receiver has been appointed over the whole or substantial part of its assets or a similar act has been committed or an officer has been appointed under any applicable law; or
3.4.1. by either party if the other ceases or threatens to cease to carry on its business or substantially the whole of its business or disposes of its undertaking or part thereof or is reasonably considered being unable to pay its debts as they fall due.
3.5. Any termination of this Agreement under this clause shall be without prejudice to any provision of this Agreement intended to survive termination and shall not affect any other rights or remedies of either party under this Agreement or at law, or any accrued rights or liabilities of either party at the date of termination.
3.6. Upon the termination of the Agreement for any reason whatsoever:
3.6.1. IAM Robotics shall take immediate steps to bring to an end to any Services in an orderly manner but with all reasonable speed and economy; provided, however, that Customer will be responsible for all payments due through the date of termination.
3.6.2. Each party shall return to the other all Confidential Information of the other party and any other documentation or material belonging to the other party within 15 days of termination date.
4. Price Adjustments. IAM Robotics reserves the right to update and make changes to these Terms and Conditions, including any adjustments in pricing, upon one hundred and twenty (120) days’ written notice to Customer, such notice which will include the new and/or revised terms.
5. IAM Robotics Representations and Warranties.
5.1. General Warranty. IAM Robotics will use reasonable commercial efforts to make the Goods available as specified in a schedule and deliver the Services in a professional and workmanlike manner.
5.2. Goods Warranty. IAM Robotics warrants that the Goods shall perform in material conformance with IAM Robotics’ specifications and shall be free from defects in material or workmanship, under normal use, for a period of one (1) year from the original date of delivery of the Goods to Customer (the “Limited One-Year Warranty”). However, IAM Robotics does not warrant that the software operation of the Goods will be uninterrupted or error-free, or that all such errors may be corrected.
5.2.1. Warranty Exclusions. Notwithstanding IAM Robotics’ foregoing representations and warranties, Customer assumes all liability and IAM Robotics shall have no obligation and shall bear no liability whatsoever to Customer or any other third party for any of the following:
● Customer’s use of the Goods other than in accordance with IAM Robotics’ specifications, instructions or guidance;
● Modifications, alterations, adjustments or repairs to the Goods made by a party other than one authorized by IAM Robotics or, if modifications, alterations or adjustments (but not repairs) are made by Customer, such modification, alteration or adjustment (but not repairs) are made other than in accordance with IAM Robotics’ specifications or guidance for modifications, alterations, adjustments;
● Failure to comply with environmental and storage requirements for the Goods, as may be specified by IAM Robotics (including, without limitation, temperature or humidity ranges);
● Damage from external causes such as dirt, water, sand, battery leakage, power surges, or improper usage of any electrical source;
● Use of the Goods in combination with any third-party devices or products that IAM Robotics has not provided or recommended to Customer;
● Attempting to affix anything to the Goods other than devices or products that IAM Robotics has approved, provided or recommended to Customer.
● Failing to ensure that any third-party user of the Goods complies with the terms of this Agreement and any other IAM Robotics specifications, instruction or guidance provided to Customer;
● Any continued use of the Goods after Customer detects any material defect, including erratic responses to user input;
● Failure to adhere to applicable regulations, relevant laws and local government rules; and
● Any other unlawful, unauthorized or improper use of the Goods.
5.3. Exclusive Remedy; Repair or Replace. In the event of breach of IAM Robotics’ representations and warranties for the Goods or Services, IAM Robotics’ sole and exclusive obligation, and Customer’s sole and exclusive remedy, shall be to repair or replace any defective Goods, such decision to be made by IAM Robotics in its sole and absolute discretion. Replaced or repaired Goods will be warrantied for the remainder of the original warranty period.
5.4. Warranty Disclaimer. REPAIR OR REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY OF THE CUSTOMER. EXCEPT FOR THE WARRANTIES CONTAINED IN THIS LIMITED WARRANTY MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE. ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, ARE DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IAM ROBOTICS OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL IAM ROBOTICS BE LIABLE FOR ANY LOST DATA OR REVENUE, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES AND/OR GOODS, EVEN IF IAM ROBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IAM ROBOTICS IS HELD LIABLE FOR DAMAGES ARISING OUT OF THE USE OF THE SERVICES, THE GOODS OR THIS AGREEMENT GENERALLY, IAM ROBOTICS’ LIABILITY FOR SUCH DAMAGES SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO IAM ROBOTICS FOR THE APPLICABLE GOODS AND SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE GOODS AND SERVICES WOULD BE HIGHER.
7. Hardware Upgrades or Replacements. IAM Robotics shall have the right to upgrade or replace any hardware or software comprising all or any part of the Goods at IAM Robotics’ sole cost and expense, provided that such upgrade or replacement is at least of reasonably equal value to the original Goods. In the case of any such upgrade or replacement, IAM Robotics shall notify the Customer in writing reasonably in advance of any such upgrade or replacement and, if necessary, Customer shall reasonably cooperate with IAM Robotics to schedule such upgrade or replacement. Any such upgrade or replacement shall be considered Goods for all purposes of the Agreement.
8. Confidentiality. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, including but not limited to the terms and conditions of this Agreement business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
9. Title. Title to the Goods shall pass to Customer upon delivery.
10. Intellectual Property; Feedback.
10.1. Reservation of Rights. Notwithstanding any licenses granted herein, each party shall retain all right and interest in such party’s own intellectual property. IAM Robotics’ intellectual property shall include all software (and related source code) embedded in the Goods, all designs and underlying intellectual property related to the Goods, its processes, all unique techniques or know-how, or any other product solution IAM Robotics offers, whether or not specifically patented (“IAM IP”). Each Party hereby gives the other Party the right to use the other’s intellectual property for the purpose of this Agreement and only for the term set forth in the Subscription Order Form.
10.2. Limited License. IAM Robotics hereby grants to Customer a non-exclusive, royalty-free, perpetual right and license to practice and use IAM IP in its use and operation of the Goods in the Territory, as such term is defined in the Order Form For the avoidance of any doubt, the IAM IP is not a “work made for hire” and no IAM IP is assigned to, or owned by, Customer under this Agreement.
10.3. Innovations. Any algorithms, designs, or innovations generated by IAM Robotics through IAM Robotics’ interaction with Customer or through the act of conducting the Services shall be the sole intellectual property of IAM Robotics.
10.4. Feedback. The Customer may from time to time provide suggestions, comments or other feedback (“Feedback”) to IAM Robotics regarding the IAM Robotics’ Goods and Services. The Customer agrees that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Customer, shall not, absent a separate written agreement, create any confidentiality obligation for the IAM Robotics. Furthermore, except as otherwise provided in a separate subsequent written agreement between the parties, the IAM Robotics shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it, royalty free, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
11. Customer Responsibilities. Customer shall be subject to any express limitations on use as set forth in the Order Form. Customer shall read and follow any instructions and guidance that IAM Robotics may provide with respect to the Goods and review the Goods’ capabilities and constraints before using the Goods. Customer shall provide IAM Robotics with accurate, reliable, and timely resources to accomplish the Services, including any requested information related to Customer’s intended use of the Goods and any other operations relevant to the delivery of the Goods and performance of the Services. Customer shall, and shall ensure that its employees or contractors, operate and interact with the Services and Goods strictly in compliance with IAM Robotics’ instructions and guidance. Customer shall supply IAM Robotics with all requested information in a prompt and complete manner. Customer shall not access, alter, reverse engineer, or corrupt IAM Robotics’ Goods or Services, including any source code or processes, technology or software, if applicable, which shall remain IAM Robotics’ sole and exclusive property.
12. Access. Customer shall provide continuous access to its resources as necessary for IAM Robotics to perform under this Agreement. If Customer performs any undirected modifications to Goods without receiving written permission for IAM Robotics, IAM Robotics will not be responsible for any performance issues associated with the Goods. If access to Customer’s resources is limited or eliminated for reasons beyond IAM Robotics’ reasonable control, IAM Robotics shall bear no responsibility for the consequences of such occurrences.
13. Insurance. Upon request by Customer, IAM Robotics shall furnish a certificate of insurance evidencing IAM Robotics’ insurance coverage.
14. Premises where Goods and Services are Provided. IAM Robotics makes no certifications that Goods or Services comply with any environmental protection, health, safety, and fire protection regulations and requirements, and IAM Robotics shall have no liability to Customer relating to any of the foregoing.
15.1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. All disputes related to this Agreement will be settled exclusively by the state and federal courts located in Allegheny County, Pennsylvania.
15.2. IAM Robotics may identify Customer as a customer of IAM Robotics, including a general description of the products and services provided by IAM Robotics to Customer, to advisors, investors, and other prospective and existing business partners. IAM Robotics will not identify Customer as a customer of IAM Robotics to the general public unless IAM Robotics receives written consent and approval from Customer. Neither party will disclose the pricing or other specific terms of this Agreement without the prior written consent of the other party except as may be required by law.
15.3. Customer gives IAM Robotics permission to use its official logo and name (collectively the “Marks”) for internal purposes, including discussions with advisors, investors, and other prospective and existing business partners. To use the Marks for purposes other than the cases defined herein, IAM Robotics must receive written consent and approval by the Customer. The Customer hereby releases IAM Robotics from all liability relating to the publication or use of the Marks for the permitted purposes described herein.
15.4. All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case IAM Robotics and Customer agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions.
15.5. IAM Robotics reserves the right to adjust or amend any of the Terms and Conditions set forth in this Agreement prior to any renewal term, upon one hundred and twenty (120) days’ written notice to Customer.
15.6. The parties hereunder are independent contractors. Neither party shall have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended to be, nor shall it be construed as a joint venture, association, partnership or other forms of a business organization or agency relationship.
15.7. This Agreement, including the Order Form above, constitute the entire Agreement between the Customer and IAM Robotics with respect to the subject matter hereof, and no waiver, modification, alteration or amendment of any of the terms or conditions hereof shall be effective unless and until set forth in writing duly signed by authorized representatives of IAM Robotics and Customer.
15.8. IAM Robotics shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond IAM Robotics’ reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers, labor disputes or governmental acts.
15.9. All notices to either party shall be in writing and delivered by hand, by certified mail or overnight delivery service to the address set forth by Customer or IAM Robotics or to such other address as either party shall give by notice to the other party, or by electronic mail upon receipt confirmation Notices shall be effective when delivered to the applicable address.
15.10. The provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 13 of this Agreement shall survive the expiration or termination of this Agreement for any reason.
SUMMARY OF IAM ROBOTICS SERVICES
Should the customer request on-site support, IAM Robotics will provide support, billed hourly, travel expenses will be reimbursed at actual values.
Service and Support
Details for hardware and software support will be available in the Autonomous Mobile Robot User and Service Manuals. Any service issues should be reported to Support@IAMRobotics.com or (412) 212-0240. In conducting of all services IAM Robotics team will take all reasonable provisions to avoid disputes with Customer or its labor unions, merit shops or similar associations. IAM Robotics will advise Customer if such coordination materially alters the IAM Robotics proposed performance. Additionally, IAM Robotics shall undertake reasonable precautions to safeguard Customer’s real and personal property and promptly report any damage or unsafe condition to Customer in sufficient time to avoid loss.