MANUS ASSETS - END USER LICENSE AGREEMENT
This END USER LICENSE AGREEMENT (the “Agreement”) between Manus Robotics, Inc., a corporation having a place of business at 24 Hartwell Avenue, Lexington, MA 02421 (“Manus”) and the end user who accepts the terms in this Agreement or otherwise accesses or makes use of the Manus Assets (“You” or “Your”).
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PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND MANUS AND IS IN ADDITION TO ANY OTHER AGREEMENTS EXISTING BETWEEN YOU AND MANUS. THIS AGREEMENT SHALL GOVERN YOUR ACCESS AND USE OF MANUS TECHNOLOGY, SYSTEMS, INCLUDING DEVICES, AND/OR RELATED SOFTWARE (THE “MANUS TECHNOLOGY”), AS WELL AS ANY MANUALS, INSTRUCTIONS, DESCRIPTIONS, SPECIFICATIONS, OR OTHER MATERIALS, IN HARD COPY OR ELECTRONIC FORM, DESCRIBING OR RELATING TO THE USE OF THE MANUS TECHNOLOGY (THE "DOCUMENTATION"). IN THIS AGREEMENT, MANUS TECHNOLOGY AND DOCUMENTATION SHALL BE REFERRED TO AS “MANUS ASSETS”
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TO THE EXTENT AN EXISTING AGREEMENT BETWEEN YOU AND MANUS ALSO COVERS THE MANUS ASSETS, THE MORE RESTRICTIVE OF: THESE TERMS; AND THOSE OF THE EXISTING AGREEMENT SHALL APPLY TO THE MANUS ASSETS.
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TO THE EXTENT THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY MANUS, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY TERMS IN ANY PURCHASE ORDER OR OTHER DOCUMENTATION ISSUED BY OR ON BEHALF OF YOU THAT CONTAINS ADDITIONAL OR CONFLICTING TERMS OR PURPORTS TO REPLACE, REJECT, MODIFY OR BE A COUNTEROFFER TO THIS AGREEMENT, ARE HEREBY EXPRESSLY REJECTED AND ARE VOID.
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BY CLICKING THE "I ACCEPT" BUTTON OR BY OTHERWISE USING OR ACCESSING THE MANUS ASSETS, YOU AFFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “DECLINE" BUTTON AND DO NOT ACCESS OR USE THE MANUS ASSETS.
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BY CLICKING THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE MANUS ASSETS, YOU INDICATE THAT YOU INTEND SUCH ACT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, AND IF YOU ARE ACCESSING OR USING THE MANUS ASSETS IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY, YOU WARRANT THAT YOU HAVE ACTUAL AUTHORITY TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT.
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1. General. The Manus Assets comprise, include and otherwise may disclose proprietary controller systems for intuitive and powerful gesture control of technology and related products, and are owned and controlled by Manus.
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2. Limited License Only. The Manus Assets are non-exclusively licensed, not sold, to You conditioned on Your continued compliance with the terms and conditions of this Agreement. Your limited license is not sublicensable or transferable to any other person or entity. Without limiting the foregoing, You are not licensed to rent, lease, transfer, or distribute the Manus Assets, in whole or in part. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU HEREIN ARE RESERVED BY MANUS.
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3. Restrictions. By accessing or using the Manus Assets, You hereby acknowledge and agree to the following restrictions (“Restrictions”): You shall:
(a) only provide access to or otherwise share the Manus Assets with others authorized by Manus to access and/or use same;
(b) comply with all notices, instructions, and documentation provided with or relating to the Manus Assets;
(c) comply with all applicable international, federal, state, and local laws and regulations applicable to Your use of the Manus Assets, as permitted under this Agreement (or any other Agreement between You and Manus);
(d) not use Manus Assets for any other purposes than internal, non-public testing and demonstrating on a non-commercial basis;
(e) not use the Manus Assets other than for their intended uses
(f) not remove, obscure, or otherwise alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Manus Assets, and shall retain and reproduce in full the Manus copyright, disclaimers, and other proprietary notices exactly as such appear on the Manus Assets and on all copies of the content, documentation and sample code (whether or not modified) that You are permitted to make under this Agreement (or any other Agreement between You and Manus);
(g) not distribute, sell, deploy, publicly display or perform, sublicense, lease, rent, loan, give, assign, or otherwise transfer to any third party the Manus Assets, in whole or in part, unless You are expressly permitted to do so via a separate written Agreement between You and Manus;
(h) use the Manus Assets at Your sole risk;
(i) not engage in any activity with the Manus Assets that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Manus or any third party;
(j) not incorporate, combine, or distribute any portion of the Manus Assets with software or code that requires as a condition of use, modification, and/or distribution of such software or code that the Manus Assets be: (i) disclosed or distributed in source code form; (ii) licensed for the purposes of making derivative works; or (iii) redistributable free of charge;
(k) not modify or create derivative works of or from the Manus Assets;
(l) not engage in any activity using or related to the Manus Assets that infringes, violates, or misappropriates the rights of Manus, its affiliates, or any third party;
(m) not directly or indirectly, or permit or assist any third party to, reverse engineer, reverse compile, decompile, disassemble, or in any way attempt to or appropriate the proprietary content (including any trade secrets) of the Manus Assets; and
(n) not directly or indirectly, or permit or assist any third party to, “break open” or otherwise attempt to gain access to the interior of a Manus Asset, or use data packet sniffing, data tapping, or attempt any examination or analysis of real-time or historical raw voltage data produced by, a Manus Asset.
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4. Violations of Restrictions. You hereby acknowledge and agree that Your access to the Manus Assets may be terminated without warning if You violate any of the Restrictions set forth above, or if Manus believes, in its sole discretion, that Your access to and/or use of the Manus Assets violates any law or regulation.
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5. Termination by You. You may terminate Your limited license to the Manus Assets at any time by: (a) sending a written notice to Manus; and (b) making no further use of the Manus Assets.
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6. Termination by Manus. Manus has the right, but not the obligation, to terminate this Agreement WITHOUT NOTICE if You fail to comply with any term or condition of this Agreement, including, without limitation, the Restrictions set forth above.
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7. Effects of Termination. Upon termination of this Agreement for any reason (by You or by Manus), You shall: (a) stop all access to and use of the Manus Assets; and (b) return to Mannus or destroy (at Manus' sole option) the Manus Assets. If You are allowed by Manus to destroy the Manus Assets, You will also provide Manus prompt written certification of such destruction.
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8. Feedback. If You, Your affiliates, or Yours and their respective employees, agents, or personnel, directly or indirectly provide suggestions, ideas, or other feedback (collectively, “Feedback”) to Mannus about the Manus Assets, You hereby acknowledge and agree that MANUS will be free to exercise all rights in and to such Feedback, in whole or in part, without restriction, acknowledgment and/or compensation or other remuneration to You or any third party.
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9. Confidential Information. For purposes of this Agreement, "Confidential Information" means any and all of Manus' confidential or proprietary technical or business information, in any tangible or non-tangible form. You acknowledge and agree that the: (a) Manus Assets constitute and comprise Confidential Information of Manus; (b) Manus Assets may contain or otherwise make use of or reveal valuable intellectual property and other proprietary rights, including trade secrets, of Manus; and (c) the Manus Assets are included in the Confidential Information of Manus.
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10. Confidentiality Obligations. You agree that You shall: (a) not use any of the Confidential Information except as expressly authorized under this Agreement (or any other Agreement between You and Manus); (b) not provide access to or disclose any Confidential Information to any third party; and (c) take actions to protect the confidentiality of all Confidential Information which are at least as stringent as the precautions You take to protect Your own confidential information and which in all cases are at least reasonable precautions. Confidential Information received by Manus from a third party will be deemed Confidential Information of Manus. You hereby acknowledge and agree that any misuse or disclosure of Confidential Information would cause irreparable harm and, without limiting any of Manus' other remedies at law or equity, in the event of any actual or threatened breach or violation by You of the provisions of this Agreement concerning Confidential Information, Manus is entitled, without limiting any of Manus' other remedies at law or equity, to obtain injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or a potential breach in addition to any other remedies. Your confidentiality obligations pertaining to the Manus Assets and the Confidential Information will survive any termination of this Agreement, including for so long as any trade secrets continue to qualify as trade secrets under applicable law.
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11. Damaged Manus Assets. In the event You return any Manus Asset to MANUS in a damaged condition (one which requires repairs to return the Manus Asset to operational condition), You shall be responsible for the actual costs of such repairs, plus an X% administrative fee, and will promptly reimburse Manus for same.
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12. Lost or Missing Manus Assets. In the event You lose or otherwise fail to return any Manus Asset to Manus as required under this Agreement, You shall be responsible for a replacement fee of [US$XXX] for each such Manus Asset.
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13. NO REPRESENTATIONS OR WARRANTIES. THESE MANUS ASSETS ARE PROVIDED AS IS, WHERE IS AND AS AVAILABLE, BUT WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER; INCLUDING WITHOUT THE EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION. Without limiting the foregoing, You shall have sole responsibility under this Agreement for Your selection, access, and use of the Manus Assets, and any results, content, data, or other materials arising from, produced by or related to the Manus Assets.
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14. Limitation of Liabilities. To the maximum extent allowed by applicable law, in no event will Manus or any Manus affiliate, or their respective officers, directors, employees, or agents, be liable to You or any third party for any damages of any kind or nature whatsoever, including, without limitation, loss of data, loss of use, or indirect, special, incidental or consequential damages in any way related to or arising out of the access to and/or use of the Manus Assets, whether based upon warranty, contract, or otherwise, whether or not the injury was sustained by persons or property or otherwise, and whether or not the loss was sustained from, or arose out of, use of Manus Assets.
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15. WAVIER/INDEMNIFICATION OBLIGATIONS. WITH RESPECT TO ANY AND ALL CLAIMS ARISING FROM YOUR ACCESS TO, USE (OR MISUSE) OF, OR RESULTS, CONTENT, DATA, OR OTHER MATERIALS OBTAINED FROM OR UTILIZING, THE MANUS ASSETS (COLLECTIVELY, “CLAIMS”), YOU HEREBY AGREE TO AND SHALL:
(A) WAIVE SUCH CLAIMS AGAINST MANUS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS; AND
(B) INDEMNIFY AND HOLD HARMLESS MANUS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FOR ANY DAMAGE THAT YOU OR ANY THIRD PARTY MAY INCUR FROM SAME.
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16. Collection of Information. Manus may collect and use information about Your usage of the Manus Assets. Manus may use this information, as long as it is in a form that does not personally identify You, to measure the use and performance of, and otherwise improve and modify, the Manus Assets.
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17. Miscellaneous.
a. Independent Contractors. You and Manus are and shall remain independent contractors under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer-employee or principal-agent, or to otherwise create any liability for or obligation of either You or Manus whatsoever with respect to the indebtedness, liabilities, and obligations of each other or any third party.
b. Entire Agreement. This Agreement contains the entire understanding between You and Manus concerning the subject matter outlined in this Agreement.
c. Amendment. This Agreement may be amended only by a written executed by both You and Manus.
d. Governing Law. This Agreement shall be governed by and will be construed under, the laws of the United States of America and the laws of the Commonwealth of Massachusetts, without regard to choice of law principles.
e. Disputes. All disputes arising out of or related to this Agreement and/or Your access to or use of the Manus Assets shall be subject to the exclusive jurisdiction of the state and federal courts located within Massachusetts, and You agree to submit to the personal jurisdiction and venue of such courts.
f. Export Compliance. You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, You will not, and You will not permit or assist others to, export, direct, or transfer the Manus Assets, in whole or in part, to any destination, person or entity restricted or prohibited by the Export Controls.