Terms and conditions

THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE LICENSING, INSTALLATION AND USE OF THE (A) FREEDOM ROBOTICS SOFTWARE (THE "SOFTWARE"), (B) FREEDOM ROBOTICS API (THE "API") AND (C) FREEDOM ROBOTICS SOFTWARE-AS-A-SERVICES FEATURES AND FUNCTIONALITIES (THE "SERVICES"). BY DOWNLOADING AND/OR INSTALLING THE SOFTWARE, ACCESSING THE API, OR ACCESSING THE SERVICES: (i) you are indicating that you have read and understand this Agreement, and agree to be legally bound by it on behalf of the company or other entity for which you are acting (for example, as an employee OR GOVERNMENT OFFICIAL) or, if there is no company or other entity for which you are acting, on behalf of yourself as an individual; and (ii) you represent and warrant that you have the authority to act on behalf of and bind SUCH company OR OTHER ENTITY (if any).

WITHOUT LIMITING THE FOREGOING, YOU (AND YOUR ENTITY, IF ANY) ACKNOWLEDGE THAT BY CLICKING "I ACCEPT" OR OTHERWISE ELECTRONICALLY SUBMITTING AN ORDER FOR THE SOFTWARE, THE API AND/OR THE SERVICES, YOU (AND YOUR ENTITY (IF ANY)) HAVE AGREED TO BE BOUND BY THIS AGREEMENT.

Please be aware that this Agreement includes, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 12 below.

As used in this Agreement, "Freedom Robotics," "we," or "us" refers to Freedom Robotics, Inc., a Delaware corporation and "Customer" or "you" refers to the company or other entity on whose behalf you have entered into this Agreement or, if there is no such entity, you as an individual.  

1. ACCESS AND USE.

• 1.1 Accounts. To use the Services, Customer must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. Customer represents and warrants that all required registration information he, she, or it submits is truthful and accurate and that he, she, or it will maintain the accuracy of such information. Customer may delete the Account at any time, for any reason, by following the instructions on the Services. Freedom Robotics may suspend or terminate Customer's Account in its sole discretion and may suspend access to the Services if Freedom Robotics suspects that Customer has failed to comply with this Agreement. Customer is responsible for maintaining the confidentiality of the Account login information and are fully responsible for all activities that occur under the Account. Customer agrees to immediately notify Freedom Robotics of any unauthorized use, or suspected unauthorized use, of the Account or any other breach of security with respect to the Account. Freedom Robotics hereby disclaims any and all liability for any loss or damage for your failure to comply with the requirements set forth in this Section 1. Freedom Robotics may, in its sole discretion, refuse to open an Account for Customer or limit the number of Accounts that Customer holds. 
  
  
• 1.2 License Grants. Subject to Customer's compliance with this Agreement, including Customer's timely payment of all License Fees (as such term is defined in Section 3), Freedom Robotics hereby grants to Customer during the Term (as such term is defined in Section 9.1) a non-exclusive, worldwide, non-transferable, non-sublicensable license to: (i) install, reproduce, and use the Software; (ii) access and use the API using the API key issued to Customer; (iii) access and use the Services; and (iv) use the Software Documentation (if any) and API Documentation (if any) (the Software Documentation and the API Documentation, collectively, the "Documentation"), each of (i) through (iv) solely (A) for use by Customer's employees, consultants, contractors and agents who are authorized by Customer to install, reproduce, access and/or use the Software, API and/or Services and for whom access has been purchased (each, an "Authorized User" and collectively, "Authorized Users") and (B) in connection with Customer's internal business operations on its systems, networks and devices.
  
  
• 1.3 Restrictions. Unless otherwise expressly permitted by Freedom Robotics, Customer shall not and shall not authorize any third party to: (i) copy any Software, API, Services, or Documentation, or any intellectual property in connection with the foregoing (collectively, "Materials") (except as required to run the Software and for reasonable backup purposes); (ii) modify, adapt, or create derivative works of any Materials; (iii) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide any Materials to any third party; (iv) decompile, disassemble or reverse-engineer any Materials, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Materials, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (v) provide to any third party the results of any benchmark tests or other evaluation of any Materials without Freedom Robotics' prior written consent; (vi) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, any Materials; (vii) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from any Materials; (viii) exceed the applicable usage capacity (the "Licensed Capacity"); (ix) use the Materials in any manner that (A) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable as determined by Freedom Robotics in its sole discretion, including, without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system and/or attempting to circumvent any user authentication or security process, (B) impersonates any person or entity, including without limitation any employee or representative of Freedom Robotics, or (C) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program, including, without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); or (x) otherwise access or use any Materials except as expressly authorized in this Agreement. 
  
  
• 1.4 Open Source Software. At Freedom Robotics' sole discretion, certain Software may contain software or similar subject matter that is distributed under an open source license such as (by way of example only) the GNU General Public License, GNU Lesser General Public License, Apache License, Mozilla Public License, BSD License, MIT License, Common Public License, any derivative of any of the foregoing licenses, or any other license approved as an open source license by the Open Source Initiative (such Software, "Open Source Software"). Customer acknowledges that specific terms required by the respective licensor of the Open Source Software may apply to the use of Open Source Software, which terms shall be included in the Software Documentation; however, these terms shall not: (a) impose any additional restrictions on Customer's use of the Software, or (b) negate or amend Freedom Robotics' responsibilities with respect to such Software. 
  
  
• 1.5 Ownership. Freedom Robotics, its suppliers and/or licensors own all worldwide right, title and interest in and to the Materials, including all intellectual property rights included in the Materials. Except for the licenses expressly granted to Customer in Section1, Customer shall not acquire or claim any right, title or interest in or to any Materials or related intellectual property rights included in the Materials, whether by implication, operation of law or otherwise. Notwithstanding anything to the contrary, the Software and the API is licensed, not sold, to Licensee. 
  
  
• 1.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Freedom Robotics may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Freedom Robotics reasonably determines that (A) there is a threat or attack on any of the Materials; (B) Customer’s or any Authorized User's use of the Materials disrupts or poses a security risk to the Materials or to any other customer or vendor of Freedom Robotics; (C) Customer, or any Authorized User, is using the Materials for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Freedom Robotics' provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Freedom Robotics has suspended or terminated Freedom Robotics' access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 3 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Freedom Robotics shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Freedom Robotics shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. FREEDOM ROBOTICS WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT CUSTOMER OR ANY AUTHORIZED USER MAY INCUR AS A RESULT OF A SERVICE SUSPENSION. 
  
  
• 1.7 Data.
  
  
  • 1.7.1 Aggregated Data. "Aggregated Data" means any data and/or information related to Customer's use of the Services in an aggregated and anonymized manner, including to compile statistical performance information related to the Services. 
    
    
  • 1.7.2 Customer Data. "Customer Data" means any information, data, and/or other content that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. For clarity, Customer Data excludes Aggregated Data.
    
    
  • 1.7.3 Collection, Use and Ownership of Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Freedom Robotics may monitor Customer's use of the Services and collect and compile Aggregated Data, including, without limitation, Aggregated Data based on Customer Data. As between Freedom Robotics and Customer, all right, title and interest in and to Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Freedom Robotics. Customer agrees that Freedom Robotics may make Aggregated Data publicly available and use Aggregated Data, each to the extent and in the manner permitted under applicable law. Without limiting the foregoing, Customer acknowledges that Aggregated Data is Confidential Information of Freedom Robotics and is protected by US copyright law. 
    
    
  • 1.7.4 Ownership of Customer Data. As between Freedom Robotics and Customer, all right, title and interest in and to Customer Data, and all intellectual property rights therein, belong to and are retained solely by Customer. Customer hereby grants to Freedom Robotics a non-exclusive, royalty-free, worldwide license to perform all acts with respect to the Customer Data as may be necessary for Freedom Robotics to provide the Services to Customer.

• 1.8 Feedback. If Customer, any Authorized User, or any contractor of either Customer or such Authorized User sends or transmits any comments, questions, suggestions, communications or materials to Freedom Robotics by mail, email, telephone, or otherwise, including, without limitation, recommended changes to the Materials or new features or functionality related thereto ("Feedback"), then Freedom Robotics is free to use such Feedback without limitation or obligation (including, without limitation, royalty or other compensation obligations or attribution obligations) between the parties governing such Feedback. Customer hereby assigns to Freedom Robotics on Customer’s behalf, and on behalf of Authorized Users and Customer's contractors and/or agents, all right, title and interest in and to, and Freedom Robotics is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 
  
  
• 2. CUSTOMER RESPONSIBILITIES. Customer will reasonably cooperate with Freedom Robotics in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Freedom Robotics may reasonably request to assist in its provision of the Services. Customer will also cooperate with Freedom Robotics in establishing a password or other procedures for verifying that only Authorized Users have access to any administrative functions of the Services. Customer is responsible and liable for all uses of the Materials resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users and any other third party or parties accessing the Materials using Customer's access protocols or account, and any act or omission by an Authorized User or any other third party or parties accessing the Materials using Customer's access protocols or account that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Materials, and shall cause Authorized Users to comply with such provisions. 
  
  
• 3. LICENSE FEES. Customer will pay all license fees for the Software, API and Services delivered to Customer (the "License Fees") within thirty (30) days of Customer's receipt of Freedom Robotics' invoice. If Customer fails to make any payment when due, without limiting Freedom Robotics' other rights and remedies, Freedom Robotics may terminate this Agreement and all licenses granted to Customer and/or Authorized Users hereunder. Without limiting the foregoing, if Customer fails to make any payment when due: (i) Freedom Robotics may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Customer shall reimburse Freedom Robotics for all reasonable costs incurred by Freedom Robotics in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. All License Fees are exclusive of taxes and similar assessments (which are Customer's responsibility) and are non-refundable once paid, including, without limitation, if this Agreement is terminated. 
  
  
• 4. REPRESENTATIONS AND WARRANTIES.
  
  
  • 4.1 Of Each Party. Each party represents and warrants to the other party that: (i) it has the legal right and power to enter into this Agreement; (ii) the performance of its obligations and/or exercise of its rights hereunder (including, without limitation, for Customer, its collection, use and/or disclosure to Freedom Robotics of any personally identifiable information via the Services) will not violate or conflict with (A) any agreements, contracts or other arrangements to which it is a party, or (B) any applicable law and/or regulation; and (iii) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained. 
    
    
  • 4.2 Of Customer. Customer represents and warrants to Freedom Robotics that it or its licensors has all right, title and interest in and to the Customer Data and all intellectual property rights therein. 
    
    
  • 4.3 Of Freedom Robotics. Freedom Robotics warrants that, for a period of thirty (30) days from the Effective Date, the Software and the API will substantially perform the material functions described in, and the Services will substantially conform in all material respects with, the Documentation, each when accessed and used in accordance with such Documentation. THE SOLE LIABILITY OF FREEDOM ROBOTICS (AND ITS AFFILIATES AND SUPPLIERS/LICENSORS), AND CUSTOMER’S SOLE REMEDY, FOR ANY FAILURE OF THE SOFTWARE, API, OR SERVICES TO CONFORM TO THE FOREGOING WARRANTY, IS FOR FREEDOM ROBOTICS TO DO ONE OF THE FOLLOWING (AT FREEDOM ROBOTICS' SOLE DISCRETION): (A) MODIFY, OR PROVIDE AN ENHANCEMENT FOR, THE SOFTWARE, API, OR SERVICES SO THAT THEY CONFORM TO THE FOREGOING WARRANTY, (B) REPLACE CUSTOMER’S COPY OF THE SOFTWARE OR ACCESS TO THE API OR SERVICES WITH A COPY OR ACCESS THAT CONFORMS TO THE FOREGOING WARRANTY, OR (C) TERMINATE THE LICENSE WITH RESPECT TO THE NON-CONFORMING SOFTWARE, API, OR SERVICES AND REFUND THE LICENSE FEES PAID BY CUSTOMER FOR SUCH NON-CONFORMING SOFTWARE, API, OR SERVICES. ALL WARRANTY CLAIMS MUST BE MADE BY WRITTEN NOTICE TO FREEDOM ROBOTICS ON OR BEFORE THE EXPIRATION OF THE WARRANTY PERIOD.
    
    
• 5. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.3 ABOVE, THE MATERIALS AND THE OPEN SOURCE SOFTWARE ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW, FREEDOM ROBOTICS AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 4.3, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, FREEDOM ROBOTICS DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ERROR FREE OR SECURE, THAT USE OF THE MATERIALS OR ANY PRODUCTS OR RESULTS OF SUCH USE WILL MEET CUSTOMER'S, AUTHORIZED USER'S, OR ANY THIRD PARTY'S REQUIREMENTS, THAT THE MATERIALS WILL ACHIEVE ANY RESULT, THAT THE MATERIALS WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR THAT ANY DEFECTS WILL BE CORRECTED. 
  
  
• 6. INDEMNITY.
  
  
  • 6.1 Freedom Robotics. Freedom Robotics will indemnify, defend and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any claim, demand, suit or proceeding ("Claim") brought against Customer by a third party alleging that the Materials infringe or misappropriate such third party’s intellectual property rights, and Freedom Robotics will pay all Losses finally awarded against Customer by a court of competent jurisdiction as a result of such Claim, subject to the other terms and conditions of this Agreement. Notwithstanding the foregoing, Freedom Robotics has no obligation to indemnify Customer with respect to: (i) use of the Materials in a manner that is not permitted under the Agreement or that is inconsistent with the Documentation; (ii) modifications to the Materials made by anyone other than Freedom Robotics; (iii) the combination of Materials with hardware or software not made by Freedom Robotics, or with third-party services, processes or materials where the infringement or misappropriation would not occur but for such combination; (iv) Customer’s continued use of the Materials or other allegedly infringing activity after receiving notice of the alleged infringement; or (v) any version of the Materials that is no longer supported by Freedom Robotics ((i) through (v), collectively, "Excluded Matters"). If an applicable Claim is made or appears likely to be made, Freedom Robotics may, at its option and expense, modify the affected Software, API, or Services so that it is noninfringing, or replace it with substantially functionally equivalent software, application programming interface, or services. If Freedom Robotics determines that neither is reasonably feasible, Freedom Robotics may terminate Customer's applicable license and refund Customer a pro rata refund of the License Fees previously paid by Customer, which will be calculated using the remainder of the license term (beginning with the date of Freedom Robotics' receipt of notice of the applicable Claim), or if the Purchased Software is licensed under a perpetual license, a refund of License Fees previously paid by Customer, less straight-line depreciation on a three-year basis from the Effective Date. The obligations set forth in this Section constitute Customer’s sole and exclusive remedy, and Freedom Robotics’s entire liability, with respect to any Claims that the Materials infringe any third party’s intellectual property rights. 
    
    
  • 6.2 Customer. Customer will defend, indemnify and hold harmless Freedom Robotics from and against any and all Losses incurred by Freedom Robotics resulting from any Claim brought against Freedom Robotics by a third party: (i) arising out of or relating to (A) any Excluded Matter, (B) Customer's or any Authorized User's negligence or willful misconduct, (C) breach of any provisions of this Agreement (including, without limitation, representations and warranties); and/or (ii) alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights. 
    
    
  • 6.3 Procedure. Each party’s indemnity obligations set forth in this Section are conditioned upon the party seeking indemnification (i) providing prompt written notice to the other party of the applicable Claim; (ii) giving the indemnifying party sole control of the defense and/or settlement of the Claim, except that: (A) the indemnified party may participate in the defense with counsel of its choice at its own expense, and (B) the indemnifying party will not agree to any settlement that imposes a material obligation on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld or delayed); and (iii) providing reasonable cooperation and assistance in the defense and negotiations.
    
    
• 7. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (i) FREEDOM ROBOTICS WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND (ii) FREEDOM ROBOTICS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE LICENSEE FEES COLLECTED BY FREEDOM ROBOTICS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH OF THE FOREGOING CASES (i) AND (ii), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER FREEDOM ROBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, CUSTOMER, AND NOT FREEDOM ROBOTICS, IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY AND SECURITY OF THE CUSTOMER DATA AND FOR MAINTAINING A BACKUP OF ALL SUCH CUSTOMER DATA, AND FOR ENSURING THE SECURITY AND INTEGRITY OF CUSTOMER DATA (AND ITS SERVICE PROVIDER'S DATA), COMPUTERS, NETWORKS AND SYSTEMS (INCLUDING WITH RESPECT TO PROTECTING AGAINST VIRUSES AND MALWARE). 
  
  
• 8. CONFIDENTIAL INFORMATION.
  
  
  • 8.1 Confidential Information. "Confidential Information" means any technical or business information, ideas, materials, know-how or other subject matter that is disclosed by one party to the other party that: (i) if disclosed in writing, is marked "confidential" or "proprietary" at the time of such disclosure; (ii) if disclosed orally, is identified as "confidential" or "proprietary" at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; and (iii) whether disclosed in writing or orally, under the circumstances of disclosure a person exercising reasonable business judgment would understand to be confidential or proprietary. Confidential Information of Freedom Robotics includes the Materials and the Aggregated Data. 
    
    
  • 8.2 Use and Disclosure Restrictions. The party receiving Confidential Information ("Recipient") agrees: (i) to maintain the Confidential Information of the party disclosing such information (the "Discloser") in strict confidence; (ii) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, and employees (collectively, "Representatives") who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the other party’s Confidential Information as those set forth herein. Recipient’s obligations under this Section 8.2 will continue in effect for a period of three (3) years from the date of last disclosure of Confidential Information by Discloser, except that Customer’s obligations under this Section 8.2 will continue in effect in perpetuity with respect to the Materials and the Aggregated Data. 
    
    
  • 8.3 Exclusions. The obligations of Recipient under Section 8.2 will not apply to any Confidential Information that: (a) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient (or any of its Representatives, affiliates, or agents) or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (b) was known by or lawfully in the possession of Recipient, prior to receiving such information from Discloser, without restriction as to use or disclosure; (c) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by Recipient without access, use or reference to any Confidential Information of Discloser. 
    
    
  • 8.4 Required Disclosures. The provisions of Section 8.2 will not restrict Recipient from disclosing Discloser’s Confidential Information to the extent required by any law or regulation or compelled by a court or administrative agency of competent jurisdiction, provided that, to the extent permissible under law, Recipient uses reasonable efforts to give Discloser advance notice of such required disclosure in order to enable Discloser to prevent or limit disclosure. 
    
    
  • 8.5 Return or Destruction of Confidential Information. Upon termination of the Agreement or support and maintenance, Recipient will promptly return to Discloser or, at Discloser’s option, destroy all tangible items and embodiments containing or consisting of Discloser’s Confidential Information and all copies thereof and provide written certification of such destruction or return by an authorized person. 
    
    
  • 8.6 Injunctive Relief. Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to Discloser, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 8.6, without the necessity of posting any bond or other security. Recipient will notify Discloser in writing immediately upon Recipient’s becoming aware of any such breach or threatened breach.
    
    
• 9. TERM AND TERMINATION.
  
  
  • 9.1 Term. This Agreement will commence on the Effective Date and will remain in effect until terminated by Customer or Freedom Robotics (the "Term"). 
    
    
  • 9.2 Termination by Customer. [Unless otherwise specified in an order form applicable to Customer's use of the Services,] Customer may terminate this Agreement by closing the Account; provided, that such termination will not affect any License Fees that are payable to Freedom Robotics as of the date of such termination, which such License Fees are non-refundable and non-cancellable. 
    
    
  • 9.3 Termination by Freedom Robotics. Freedom Robotics may immediately terminate this Agreement (in whole or in part, including with respect to any Term) by written notice to Customer (i) if Customer materially breaches Section 1.2 and/or (ii) as set forth in Section 3. Upon any expiration or termination of this Agreement, the rights and licenses granted to Customer hereunder will automatically terminate, and Customer agrees to cease immediately using the Materials and to return or destroy all copies of the Materials and other Freedom Robotics Confidential Information in Customer's possession or control, and certify in writing the completion of such return or destruction in accordance with Section 8.5. Upon termination of this Agreement, Freedom Robotics will have no obligation to refund any License Fees or other amounts received from Customer during the Term. Sections 1.3, 1.5, 1.7, 1.8 and Sections 4 through 13 will survive any expiration or termination of this Agreement.
    
    
• 10. PUBLICITY. Customer agrees that Freedom Robotics may (i) publish a brief description describing Customer's deployment of the Software and/or use of the Services and (ii) identify Customer as a Freedom Robotics customer on any of Freedom Robotics' websites, client lists, press releases, and/or other marketing materials. 
  
  
• 11. THIRD PARTY CONTENT DISCLAIMER. Freedom Robotics may make certain extensions and/or other materials available for download on the Services that are developed and/or provided by third parties ("Third-Party Content"). Freedom Robotics makes such Third-Party Content available for download on the Services as a convenience to its customers, but Freedom Robotics neither controls nor endorses, nor is Freedom Robotics responsible for, any Third-Party Content, including the accuracy, integrity, quality, legality, usefulness or safety of Third-Party Content. Certain Third-Party Content may, among other things, be inaccurate, nonfunctional, infringing or dangerous. Nothing in this Agreement or on the Services will be deemed to be a representation or warranty by Freedom Robotics with respect to any Third-Party Content, even if a particular item of Third-Party Content is identified as "certified" for use with the Software, API, or Services. Freedom Robotics has no obligation to monitor Third-Party Content, and Freedom Robotics may block or disable access to any Third-Party Content at any time. In addition, the availability of any Third-Party Content through the Services does not imply Freedom Robotics' endorsement of, or affiliation with, any provider of such Third-Party Content, nor does such availability create any legal relationship between Customer and any such provider. Customer's use of Third-Party Content is at Customer's own risk and may be subject to any additional terms, conditions and policies applicable to such Third-Party Content (such as license terms, terms of service or privacy policies of the providers of such Third-Party Content). 
  
  
• 12. ARBITRATION; CLASS ACTION WAIVER.
  
  
  • 12.1 Arbitration. Any dispute, claim, or controversy between Customer and Freedom Robotics arising in connection with or relating in any way to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. The parties agree that the arbitrator will have the exclusive power to rule on any disputes relating to the interpretation, applicability, enforceability, existence, scope or validity of this agreement to arbitrate (this "Arbitration Agreement") or to the arbitrability of any claim or counterclaim and any defense to arbitration, including waiver, delay, laches, or estoppel. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This Arbitration Agreement will survive termination of this Agreement. 
    
    
  • 12.2 Class Action Waiver. CUSTOMER AND FREEDOM ROBOTICS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER'S OR FREEDOM ROBOTICS' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless Customer and Freedom Robotics otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. 
    
    
  • 12.3 Waiver of Jury Trial; Certain Exceptions. Customer acknowledges and agrees that Customer and Freedom Robotics are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Notwithstanding the foregoing, Customer and Freedom Robotics each agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either party's rights to (i) bring an individual action in a U.S. small claims court or (ii) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. 
    
    
  • 12.4 Procedure; Rules; Location. Either party may initiate arbitration proceedings by providing the other party with a written Demand for Arbitration as specified in the AAA Rules (defined in the following sentence). The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at adr.org/arb_medor by calling the AAA at 1-800-778-7879. The arbitration will be conducted in San Francisco, California. 
    
    
  • 12.5 Fees. Each party will be responsible for payment of its own fees as set forth in the AAA Rules. 
    
    
  • 12.6 Choice of Law. Notwithstanding any choice of law provision in this Agreement, the parties acknowledge and agree that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of California. 
    
    
  • 12.7 Severability. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason: (i) the unenforceable or unlawful provision will be severed from this Arbitration Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.
    
    
• 13. GENERAL.
  
  
  • 13.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the conflicts of law principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby consent to personal jurisdiction and venue therein (except that Freedom Robotics may seek injunctive relief to prevent improper or unauthorized use or disclosure of any Materials in any court of competent jurisdiction). 
    
    
  • 13.2 Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. 
    
    
  • 13.3 Notices. All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth in the applicable Order or to such other address as may be specified by either party to the other party in accordance with this Section. 
    
    
  • 13.4 Assignment. Customer may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. Freedom Robotics may assign or transfer this Agreement in whole or in part to an affiliate or to a successor of all or substantially all of Freedom Robotics' assets or business to which this Agreement relates, whether by stock or asset purchase, merger, operation of law, or otherwise. Any attempted assignment or delegation in violation of the foregoing, except as expressly set forth herein, shall be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party's respective successors and assigns. 
    
    
  • 13.5 Rights and Remedies. Except as otherwise expressly set forth in this Agreement, the rights and remedies of either party as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter provided by law or at equity. 
    
    
  • 13.6 Waiver; Severability. The waiver by either party of a breach of or a default under this Agreement will not be effective unless in writing. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. 
    
    
  • 13.7 Interpretation. For purposes of interpreting this Agreement: (i) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (ii) unless otherwise specifically stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (iii) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation"; (iv) unless otherwise specifically stated, the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (v) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (vi) the references herein to the parties will refer to their permitted successors and assigns