Sensible Robotics
Terms of Sale
Last updated January 2026
These terms of sale (these "Terms") apply to all pre-orders, offers, sales and purchases of Products, Software and related Documentation (each as defined below) sold by Sensible Robotics, Inc. ("Company" or "us"). These Terms relate to, and are hereby made a part of and incorporated into, an order for purchase (each an "Order") between Company and the party identified in such Order ("you" or "Customer"). Capitalized terms used herein and not defined herein have the definition given to them in the Order. In the event of a conflict between the Order and these Terms, these Terms will prevail and take precedence. Collectively, the Order and the Terms are referred to as the "Agreement". Customer's submission of an executed Order or acceptance of an Order (which can be electronic) constitutes an express agreement to these Terms.
"Product" means any Sensible Robotics tactile sensor evaluation kit, including but not limited to the Sensible Scalar Finger Sensor Evaluation Kit, and all related hardware, firmware, and physical components sold or provided by Company.
1. Developer/Evaluation Product. YOU UNDERSTAND AND AGREE THAT THE PRODUCT IS INTENDED FOR DEVELOPMENT, EVALUATION, AND TESTING PURPOSES ONLY. IT IS NOT DESIGNED OR WARRANTED FOR USE IN PRODUCTION SYSTEMS. SOME COMPONENTS MAY NOT BE MANUFACTURED USING STANDARD PRODUCTION TECHNIQUES AND MAY HAVE COSMETIC VARIATIONS THAT DO NOT AFFECT KEY PERFORMANCE CHARACTERISTICS.
2. Application and Use. By accepting these Terms, Customer accepts buying a developer version of the Product. This version is meant for Customer to develop its own robotics applications, environments, and control systems to be used with the Product. This version cannot be considered as a final product, and some of the components may not be manufactured using standard large-scale quantity manufacturing techniques, which might result in minor variations that nevertheless do not affect key performance characteristics of the Product.
3. Orders. Subject to the terms and conditions of this Agreement, Company shall sell to Customer the Products which Customer may order from Company. The Software is licensed, never sold, in accordance with the License granted in Section 4 of this Agreement. Shipments of Products shall be made only against written Orders accepted by Company and subject to available inventory. Orders for Products may be cancelled by Customer prior to shipment, provided that Company may charge a restocking fee of up to 15% for such cancellations. Orders are modifiable prior to shipping, provided that any changes may be accepted or denied by Company in its sole discretion. Any increase in cost or delay in delivery resulting from a change request will be passed through to Customer. After shipping, ALL SALES ARE FINAL. Each Order shall be treated as a separate purchase and license, governed by these Terms.
4. Software Licenses. Software is required to access and use the Product. We may release software updates, bug fixes, patches, enhanced features, and new versions to improve Product functionality. Company will make such updates available to Customer, and Customer may choose when to install updates on their systems. We reserve the right, in cases of critical security vulnerabilities or safety issues, to require updates as a condition of continued warranty coverage. We reserve the right, in our sole discretion and where technically feasible, to disable your access to or ability to use Software that we believe presents a health and safety risk or violates laws, regulations or policies. We will not incur any liability or responsibility if we choose to remove, disable, or delete such access or ability to use any or all portion(s) of Software.
"Software" means (i) the firmware and embedded software operating on the Product hardware, (ii) any web-based or desktop applications for visualization, recording, or configuration of the Product, and (iii) the Software Development Kit (SDK) including Python libraries, sample code, documentation, and any related development tools, provided to Customer under the terms of this Agreement.
"Documentation" means the user documentation and manuals provided by Company to Customer under this Agreement at the time of delivery of the Products.
"Internal Use" means use by Customer for its internal business purposes and research and development activities. Internal Use does not include the right to provide the Products to third parties whether by lease, rental, transfer, assignment, sale, sublicense, or any other means, including commercial time-sharing, rental, or service bureau use.
(a) Firmware and Application Software License. Company hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable, worldwide, revocable, fee-bearing, Internal-Use only license to install and use the firmware and application Software, in accordance with its Documentation and subject to the restrictions set forth in this Agreement. Customer may use the Documentation solely in connection with its authorized use of the Products and shall not allow any unauthorized access to, copying of, or the creation of derivative works from, the Documentation. Any web-based applications are delivered via the internet and may run locally in Customer's web browser, connecting directly to the Product hardware. Customer's data generated by or recorded from the Product remains on Customer's local systems unless Customer explicitly configures the Software to transmit data elsewhere.
(b) SDK License. The Software Development Kit (SDK) is provided subject to the separate SDK License Agreement attached hereto as Attachment 1. The SDK includes Python libraries for data acquisition, sample code, optional ROS (Robot Operating System) integration nodes, and related documentation. The SDK License Agreement governs Customer's use, modification, and distribution rights with respect to the SDK.
(c) Restrictions on Use. Customer's use of the Software and Documentation is limited to that specifically permitted in this Agreement. Unless specifically authorized herein, Customer will not: (i) disassemble, reverse engineer, decompile, modify, or translate the Software except as otherwise expressly permitted by applicable law which is incapable of exclusion by agreement between the parties; (ii) distribute, resell, sublicense, rent, transfer, assign or grant any other rights in the Software or Documentation in any form to any other party, including commercial time-sharing, rental, or service bureau use; (iii) copy the Software or Documentation (except for one archival or backup copy); or (iv) attempt to rent, lease, encumber, collateralize, loan, distribute, commercialize, transfer or assign the Software or Documentation, in whole or in part. Customer also agrees not to alter, change or remove any proprietary notices or confidentiality legends placed on or contained within the Products. Customer shall include such notices and legends in any archival copy of the Software or Documentation made pursuant to this Agreement. Customer will bear all expenses in connection with running or using the Products.
(d) Open Source Components. The Software may include or be accompanied by open source software components that are subject to separate license terms. To the extent any such open source licenses require that Company provide rights to use, copy or modify an open source software component that are broader than the rights granted in this Agreement, then such rights shall take precedence over the rights and restrictions granted in this Agreement solely for such open source software component. A list of open source components and their applicable licenses, if any, is included in the Documentation or is available upon request.
5. Intellectual Property.
(a) At all times, before, during and after the term of this Agreement, Company retains ownership of all intellectual property rights embodied in or practiced by the Products, including all derivatives and improvements thereto.
(b) At all times, after purchase of the Product, Company (and its licensor(s)) own and shall continue to own all right, title, and interest in the Software and Documentation, and except for the limited use license granted herein, Customer shall not obtain any rights in such Software or Documentation. Customer agrees and understands that: (i) the Products constitute proprietary and confidential information of Company; and (ii) it will not alter, modify, adapt or translate the Products, including, without limitation, translating, decompiling, disassembling or reverse engineering the Products or creating derivative works or improvements (except as expressly permitted in the SDK License Agreement for applications built using the SDK). Company reserves all rights not expressly granted herein and there are no implied licenses hereunder.
(c) Intellectual Property Indemnification. Company will defend and indemnify Customer against third-party claims that the Product, when used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, provided that: (i) Customer promptly notifies Company in writing of the claim; (ii) Company has sole control of the defense and any settlement negotiations; (iii) Customer reasonably cooperates with Company in the defense; and (iv) the claim does not arise from Customer's modification of the Product, combination with non-Company products, or use outside the scope of this Agreement. Company's total liability under this indemnification obligation shall not exceed the amount paid by Customer for the Product that is the subject of the claim. This Section 5(c) states Company's entire liability and Customer's exclusive remedy for intellectual property infringement claims.
6. Data Ownership. Customer owns all data generated by or recorded from the Product. Company has no access to or rights in Customer's data unless Customer explicitly configures the Product or Software to transmit data to Company's systems. Customer is solely responsible for the use, storage, security, and backup of its data.
7. Product Specifications; Warranties.
(a) Company issues this "Warranty" to you, as a purchaser of a new, covered product from Company or an authorized distributor ("you"). This Warranty cannot be assigned or transferred to any subsequent purchaser or user and is not available to products that were purchased used or from any source other than Company or an authorized distributor.
(b) This Warranty gives you specific legal rights, and you may also have other rights, which vary from state to state and country to country. This Warranty does not affect any rights you have under the laws in your jurisdiction concerning the sale of consumer goods.
(c) This Warranty covers defects and malfunctions in the Products. We warrant that the Product will, under normal and intended use, function substantially in accordance with our technical specifications or accompanying product Documentation (the "Warranted Functionality") during the Warranty Period. If and to the extent the Product needs Company Software or services to achieve the Warranted Functionality, we will make and keep software and services available during the Warranty Period. We may update, modify or limit such Software and services in our sole discretion so long as we continue to maintain (or exceed) the Warranted Functionality. Some Products may require periodic update of accompanying software to ensure full functionality.
(d) This limited Warranty continues for one hundred eighty (180) days from the date of purchase or delivery of the Product, whichever is later (the "Warranty Period").
(e) If your Product is defective or malfunctioning, we will either repair or replace that Product, or update Software or services, so that the Product performs substantially according to the Warranted Functionality. The approach taken to resolve any issues will be at our sole choice. If we determine that a product should be replaced, the replacement may be a new or remanufactured Product. If we determine, in our sole discretion, that none of the listed means are reasonable to correct for a defect or malfunction, then we may refund to you the price you paid to purchase the Product.
(f) If you have a problem with your Product, report the issue immediately by sending an email to support@sensiblerobotics.ai. By contacting us you will initiate a ticket with our support team who will assist you personally. If it is necessary for you to send your Product in for service, you may be required to pay the cost of shipping the Product to us, and by sending the Product, you agree to transfer ownership of that Product to Company. When we receive the product, we will determine if there is a defect or malfunction covered by this Warranty. If we find a defect or malfunction covered by this Warranty, we will repair or replace the Product to provide the Warranted Functionality, and we will send the repaired Product or a replacement Product, if any, to you at our cost. We may not return the original Product to you. Any repaired or replaced Product will continue to be covered by this Warranty for the remainder of the original Warranty Period or thirty (30) days following your receipt of the replacement or repaired Product, whichever is greater.
(g) This Warranty is limited and not applicable to: (i) any deterioration of the cosmetic appearance of the Product due to normal wear and tear; (ii) damage caused by misuse, accident (e.g., accidental physical impact, exposure to liquid, food or other contaminants, etc.), neglect, abuse, alteration, improper or unauthorized repair or modification, tampering, or use with unsuitable equipment, devices, software, services or other unauthorized third-party item(s); (iii) malfunctions caused by electrical surges or other electrical current problems that are not the fault of the Product; (iv) use not in accordance with the Product documentation; (v) used or resold products; (vi) Products purchased from sources other than Company or a Company authorized distributor (including non-authorized online auctions); (vii) non-Company Products; (viii) use of the Product in violation of any laws, regulations or ordinances in effect where the Product is used; or (ix) features or performance parameters pertaining to any software or services beyond the Warranted Functionality of the Product.
(h) This Warranty does not include any specific guarantees that the product will be error-free, or regarding uptime or continued availability, data security features of software, or that any software or firmware will function uninterrupted or error-free. This limited warranty is void if a Product is returned with removed, damaged or tampered labels or any alterations (including the unauthorized removal of any component or external cover). This Warranty does not cover data loss; it is your responsibility to back up your data, electronically or physically, on a regular basis if you wish to retain your data. Any damages or costs related to data recovery, removal, and installation are not recoverable under this Warranty. In this Warranty, Company does not extend any implied or statutory warranties, conditions or representations regarding the Product or any connected software.
(i) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, COMPANY MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. Some states and countries do not allow the exclusion or limitation of incidental or consequential damages, so limitations or exclusions in this Warranty may not apply to you.
8. Safety Information. Always be aware of your surroundings when using the Product. The Product is designed to not harm any of its users. When using the Product in robotics applications, ensure proper safety protocols are in place and do not operate robotics systems where limitations caused by the Product may result in a hazardous situation to you or others. To reduce the risk of electric shock or damage: (a) Do not submerge the Product in water; (b) unplug Product before cleaning and spot clean only with damp cloth; (c) Keep Product away from open flames and other heat sources; (d) Do not modify or disassemble the Product without assistance of personnel trained by Company.
9. Price and Terms of Payment.
(a) Customer agrees to pay Company applicable fees as set forth in the applicable Order or invoice as per then current prices. Such fees are in consideration for the Products listed on an Order. Payment is due in advance of shipment unless otherwise agreed to in writing by Company. Company may, in its sole discretion, extend alternative payment terms (such as net 30, net 60, or net 90 days from invoice date) to established customers. Pricing and discounts are subject to change without notice, and will be applied effective as of the date of each Order. All prices are in US dollars and are exclusive of taxes, transportation, insurance and packaging, which are to be borne by Customer and shall be Customer's sole responsibility. Any pre-printed, boilerplate or supplementary terms in a purchase order from or issued by Customer inconsistent with or in addition to the terms of this Agreement shall be null and void. The foregoing notwithstanding, Company reserves the right, in its sole discretion, to add any tax, transportation and insurance charges to Customer's invoice.
(b) Customer shall pay taxes of any kind, including sales, use, duty, customs, withholding, property, value-added, VAT, and other similar federal, state or local taxes (other than taxes based on Company's net income) imposed in connection with the licensing, sale, or use of the Products.
(c) A monthly finance charge of 1.5% or the maximum amount allowed by law, whichever is less, will be assessed monthly on any delinquent balance until paid in full. Company shall have the right, among other remedies, either to terminate or to suspend further performance under any open Orders with Customer in the event Customer fails to make any payment when due. Customer shall be liable for all expenses, including but not limited to attorneys' fees and any termination costs, relating to the collection of past due amounts.
10. Shipment; Acceptance; Title and Risk of Loss. (a) Company shall have the sole right to select the shipping carrier. Customer shall indicate a "Ship To" address on each Order. All shipments are made on a CIF (Cost, Insurance, Freight) basis with delivery to Customer's designated address. All shipping, handling, and insurance charges shall be prepaid by Company and included in the invoice. While Company will use reasonable commercial efforts to maintain the delivery date(s) acknowledged in an Order by Company, all shipping dates are approximate and not guaranteed. Company reserves the right to make partial shipments. (b) The Products shall be deemed accepted on the date of delivery ("Acceptance"). (c) Title to the Product shall pass to Customer upon payment in full. Risk of loss shall pass from Company to Customer upon delivery to Customer's designated address.
11. Limitation of Liability. COMPANY DOES NOT ASSUME ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUES, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY REPLACEMENT GOODS OR SUBSTITUTE EQUIPMENT, OR LOSS OF USE, INCLUDING DURING THE PERIOD THAT THE PRODUCT IS BEING REPLACED OR REPAIRED. FURTHER, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF COMPANY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE PRICE PAID BY YOU FOR PURCHASE OF THE PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR LEGAL OR EQUITABLE THEORY.
12. Consents, Customs Duties & Export. If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Product by you, you will obtain such license or consent at your own expense and if necessary produce evidence to us on demand. You will meet any additional expenses or charges incurred by us resulting from such failure. Customer shall comply with, and shall, at Company's request, demonstrate compliance with all applicable export laws, restrictions, and regulations of any United States of America or foreign agency or authority. Customer shall not export or re-export, or allow the export or re-export of any product, technology or information it obtains pursuant to this Agreement (or any direct product thereof) in violation of any such laws, embargoes, restrictions or regulations. Customer shall obtain, and bear all expenses relating to, any necessary licenses and/or exemptions with respect to the export or re-export from the United States of America in compliance with all applicable laws and regulations prior to shipment thereof. Customer shall indemnify Company from and against any and all violations of this provision.
13. General.
(a) We will not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials and in such event we may elect to cancel your order and refund any payments made.
(b) To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future, subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any Orders for which fulfillment has not yet occurred.
(c) No waiver of any term or condition of these Terms will be effective unless made in writing and signed by us. The waiver of any breach of any Term will not be construed as a waiver of any subsequent breach or condition.
(d) This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within the State of California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by Company, any action or proceeding arising from or relating to this Agreement must be brought in the federal and state courts in Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees.
(e) You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us with respect to the purchase of Products. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.
ATTACHMENT 1
SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
This SDK Agreement ("Agreement") is between the individual or entity ("you" or "Developer") that accepts it, and Sensible Robotics, Inc. ("Company"). Your acceptance of this Agreement is agreed upon if you use or access the SDKs or any part of the SDKs. Your agreement to these terms also binds your authorized users, your company or organization. If you do not agree to the terms of this Agreement, stop using the SDKs immediately. Before accepting this Agreement, please carefully read it.
1. Definitions. Capitalized terms used but not defined in the body of this Agreement have the meaning set forth herein.
"Authorized Users" means your employees and contractors, members of your organization or, if you are an educational institution, your faculty, staff and registered students, who (a) have a demonstrable need to know or use the SDKs in order to develop and test Applications on your behalf and (b) each have written and binding agreements with you to protect against the unauthorized use and disclosure of the SDKs consistent with the terms and conditions of this Agreement. Authorized Users do not include End Users.
"End User" means your end user customer(s) or licensee(s).
"Product" refers to any Sensible Robotics tactile sensor evaluation kit and accompanying software, offered for sale by Company.
"Company Redistributables" means any Python libraries, compiled code, sample code, or other materials we specifically designate in the SDKs as made available for incorporation into or distribution with Applications.
"Company Software" means any Company application and related applications that interact with the Product to make tactile sensing functionality available to Applications, and includes any Updates thereto.
"Non-Redistributable Materials" means the Company Software, and any other code, files or materials that are not specifically designated in the SDKs as made available for incorporation into Applications or that are specifically designated in the SDKs as not subject to distribution.
"SDK" means, collectively, the Python libraries for data acquisition, ROS integration nodes (when provided), Company Redistributables, tools, APIs, sample code, software, documentation, other materials and any updates to the foregoing that may be provided or made available to you by Company in connection with this Agreement or otherwise for use in connection with any Product.
"Updates" means updates, upgrades, modifications, enhancements, revisions, new releases or new versions to the SDKs that Company may make available to you in connection with this Agreement.
2. Development License.
(a) Development License. Conditioned upon compliance with the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to: (i) install and use a reasonable number of copies of the SDKs on computers owned or controlled by you for the purpose of developing and testing applications that are intended for use in connection with the Product and Company Software ("Application"); and (ii) modify and incorporate into your Application any sample code provided in the SDKs.
(b) Restrictions. The license granted to you in Section 2(a) is subject to the following restrictions, as well as others listed in this Agreement:
(i) Except as expressly permitted in Section 2(a): (A) you may not publish, distribute or copy the SDKs, and (B) you may not modify or create derivative works of the SDKs.
(ii) You may use the SDKs solely in connection with Product and/or Company Software.
(iii) You may not, and may not enable others to, reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, techniques, or algorithms in any Product or Software, or any software that forms part of the SDKs, nor attempt to circumvent any related security measures (except as and only to the extent any foregoing restriction is prohibited by applicable law or permitted by applicable law notwithstanding the foregoing restriction, or to the extent as may be permitted by licensing terms governing use of any open source software components or sample code included within the SDKs).
(iv) You may not remove, obscure, or alter any proprietary rights or confidentiality notices within the SDKs or any software, documentation or other materials in it or supplied with it.
(v) You may not create Applications or other software that prevent or degrade the interaction of Applications developed by others with any Product or Company Software.
(vi) You may not represent functionality provided by Product or Software as your technology without providing attribution to Company. You may indicate that your Application uses or is compatible with the Product.
(vii) You may not include the SDK or any Non-Redistributable Materials in any open-source software project or distribution. You may not open-source any Application that bundles, embeds, or includes the SDK or Non-Redistributable Materials. You may, however, publish research papers, share application descriptions, or distribute Applications that require end users to separately obtain the SDK from Company.
(c) Updates. The terms of this Agreement will apply to any Updates that Company makes available to you. You agree that Updates may require you to change or update your Application, and may affect your ability to use, access or interact with the Product, Software, and/or the SDKs.
(d) Trademarks. You may indicate that your Application is compatible with or uses the Product or Software. However, unless provided in an agreement between you and Company, you may not otherwise use any trademark of Company in connection with your Application or company, or in any URL, product, service, name field or logos created by you.
3. Distribution License.
(a) Distribution License. Conditioned upon compliance with the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, personal, revocable, non-transferable license under Company's applicable intellectual property rights to the extent necessary to: (i) copy and distribute (or have copied and distributed) the Company Redistributables, solely as compiled with, incorporated into, or packaged with, your Application; and (ii) to make (but not have made), use, sell, offer for sale and import your Application.
(b) Restrictions. The license granted to you in Section 3(a) is subject to the following restrictions, as well as others listed in this Agreement:
(i) You may not, directly or indirectly, publish, post or otherwise make available the Company Redistributables other than as compiled with, incorporated into, or packaged with, your Application.
(ii) You may not, and may not enable others to, distribute the Non-Redistributable Materials.
4. Open Source Materials, Other Licenses. Sample code made publicly available by Company is provided subject to the license noted in the license, notice or readme files distributed with the sample or in related documentation. The SDKs may otherwise include software or other materials that are provided under a separate license agreement, and that separate license will govern the use of such software or other materials in the event of a conflict with this Agreement. Any such separate license agreement may be indicated in the license, notice, or readme files distributed with the applicable software or other materials or in related documentation.
5. No High Risk Use; Acknowledgment, Waiver and Beta Versions.
(a) Notwithstanding anything in this Agreement, you are not licensed to, and you agree not to, use, copy, sell, offer for sale, or distribute the SDKs, Product, Company Software or Company Redistributables (whether compiled with, incorporated into, or packaged with your Application or otherwise), for or in connection with uses where failure or fault of the Product, Company Software, Company Redistributables or your Application could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). ANY SUCH USE IS STRICTLY PROHIBITED.
(b) You acknowledge the SDKs may allow you to develop Applications that enable the control of motorized or mechanical equipment, robotics systems, or other systems, machines or devices. If you elect to use the SDKs in such a way, you must take steps to design and test your Applications to ensure that your Applications do not present risks of personal injury or death, property damage, or other losses. The Product, the Company Software, the Company Redistributables and other software in the SDKs may not always function as intended. You must design your Applications so that any failure of Product, Company Software, Company Redistributables and/or such other software does not cause personal injury or death, property damage, or other losses. If you choose to use the SDKs, (i) you assume all risk that use of Product, Company Software, Company Redistributables and/or such other software by you or by any others causes any harm or loss, including to the end users of your Applications or to third parties, (ii) you hereby waive, on behalf of yourself and your Authorized Users, all claims against Company and its affiliates related to such use, harm or loss (including, but not limited to, any claim that Product, Company Software, Company Redistributables or such other software is defective), and (iii) you agree to hold Company and its affiliates harmless from such claims.
(c) You acknowledge that any Beta version of the SDK is being made available by Company for Developer's evaluation purposes only. Developer acknowledges that while in Beta version, the SDK (and its components) are in the process of development and refinement, and may contain errors (including in programming and design), or malfunctions, and Developer accepts and assumes all risk of reliance upon the SDK, and/or reliance upon any documentation or instructions provided with the SDK, and/or data processed or produced by the SDK, in the operation and management of Developer's business, or in Developer's provision of services to any third party. Developer acknowledges and agrees that Company has no obligation under this Section 5(c) to correct any defects or errors in the Beta SDK, regardless of whether Developer informs Company of such defects or errors or if Company otherwise is, or becomes aware of, such defects or errors.
6. Confidentiality. You acknowledge and agree that Company may share alpha or beta software or hardware with you that it identifies as non-public. If so, you agree not to disclose such software or hardware to others without the prior written consent of Company until the time, if any, it is made public by Company, and to use such software or hardware only for the purposes expressly permitted by this Agreement.
7. Ownership. Company agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of your Applications, including any intellectual property rights which subsist in those Applications. As between Company and you, Company owns all right, title and interest, including all intellectual property rights, in and to the SDKs, the Company Software and the Company Redistributables, other than any third party software or materials incorporated in the SDKs, and you agree not to contest Company's ownership of any of the foregoing.
8. Your Obligations and Warranties. In addition to your other obligations under this Agreement, you warrant and agree that:
(a) You are at least 18 years of age and have the right and authority to enter into this Agreement on your own behalf and that of your Authorized Users, or if you are entering into this Agreement on behalf of your company or organization, you have the right and authority to legally bind your company or organization and its Authorized Users.
(b) You will use the SDKs only in accordance with all accompanying documentation, in the manner expressly permitted by this Agreement, and your use of the SDKs, and the marketing, sales and distribution of your Application, will be in compliance with all applicable laws and regulations and all U.S. and local or foreign export and re-export restrictions applicable to the technology and documentation provided under this Agreement (including privacy and data security laws and regulations), and you will not develop any Application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
9. Agreement and Development Program. We reserve the right to change this Agreement or the SDKs at any time in our discretion. Company may require that you either accept and agree to the new terms of this Agreement, or, if you do not agree to the new terms, cease or terminate your use of the SDKs. Your continued use of the SDKs after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the SDKs and terminate this Agreement. Any termination of this Agreement by you under this Section 9 (and only this Section 9) will not affect your right, subject to your continued compliance with your obligations under this Agreement, to continue to distribute versions of your Application created and first distributed before termination, and will not affect the right of your End Users to continue using such versions of your Application, both of which rights will survive termination.
10. Term and Termination.
(a) Term. This Agreement will continue to apply until terminated by either you or Company as set out below.
(b) Termination by You. If you want to terminate this Agreement, you may terminate it by uninstalling and destroying all copies of the SDKs that are in the possession, custody or control of you, your Authorized Users and your organization.
(c) Termination by Company. Company may at any time, terminate this Agreement with you for any reason or for no reason in Company's sole discretion, including as a result of non-compliance by you with the restrictions in Section 2(b) or Section 3(b), or for other reasons.
(d) Effect of Termination. Upon termination of this Agreement, all rights granted to you under this Agreement will immediately terminate and you must immediately cease all use and destroy all copies of the SDKs in your and your Authorized Users' possession, custody or control, and, except as specifically set out in Section 9, cease your distribution of Applications. Sections 1, 2(b), 3(b), 6, 7, 10(d), and 11-14, will survive termination of this Agreement. Termination of this Agreement will not affect the right of your End Users who have downloaded your Application prior to termination to continue using it.
11. Indemnification. You agree to indemnify, hold harmless and, at Company's option, defend Company and its affiliates and their respective officers, directors, employees, agents, and representatives harmless from any and all judgments, awards, settlements, liabilities, damages, costs, penalties, fines and other expenses (including court costs and reasonable attorneys' fees) incurred by them arising out of or relating to any third party claim (a) with respect to your Application, including products liability, privacy, or intellectual property infringement claims, or (b) based upon your negligence or willful misconduct or any breach or alleged breach of your representations, warranties, and covenants under this Agreement. In no event may you enter into any settlement or like agreement with a third party that affects Company rights or binds Company in any way, without the prior written consent of Company.
12. Warranty Disclaimer. THE SDKs, THE COMPANY SOFTWARE AND COMPANY REDISTRIBUTABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY DISCLAIMS ALL REPRESENTATIONS, PROMISES, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SDKs, THE COMPANY SOFTWARE AND THE COMPANY REDISTRIBUTABLES INCLUDING THEIR CONDITION, AVAILABILITY, OR THE EXISTENCE OF ANY LATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SUITABILITY, AND FITNESS FOR ANY PURPOSE. COMPANY DOES NOT WARRANT THAT THE SDKs, THE COMPANY SOFTWARE OR THE COMPANY REDISTRIBUTABLES WILL BE ERROR-FREE OR THAT THEY WILL WORK WITHOUT INTERRUPTION.
13. Limitation of Liability. IN NO EVENT WILL COMPANY'S LIABILITY, OR THOSE OF ITS SUPPLIERS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO THE SDKs EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT TO WHICH THE SDK RELATES, OR ONE THOUSAND DOLLARS IF NO PRODUCT WAS PURCHASED, WHICHEVER IS GREATER. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, OR A BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
14. Miscellaneous.
(a) Assignment. You may not assign this Agreement without the prior written consent of Company. Any assignment without such consent is void and of no effect. Company may assign this Agreement without your consent in connection with (a) a merger or consolidation of Company, (b) a sale or assignment of substantially all its assets, or (c) any other transaction which results in another entity or person owning substantially all of the assets of Company. In the event of a permitted assignment, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
(b) Waiver; Severability. The failure of the other party to enforce any rights under this Agreement will not be deemed a waiver of any rights. The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
(c) Reservation. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied, are granted by Company, by implication, estoppel, or otherwise. The software in the SDKs is licensed, not sold.
(d) Export Restrictions. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.
(e) Governing Law and Jurisdiction. This Agreement will be exclusively governed by and construed under the laws of the State of California, without reference to or application of rules governing choice of laws. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Alameda County, California and you hereby consent to such jurisdiction. However, Company may apply to any court or tribunal worldwide, including but not limited to those having jurisdiction over you or your Authorized Users, to seek injunctive relief.
(f) Relationship of the Parties. This Agreement does not create any agency, partnership, or joint venture relationship between Company and you. This Agreement is for the sole benefit of Company and you (and indemnified parties), and no other persons will have any right or remedy under this Agreement.
(g) Notice. The address for notice to Company under this Agreement is: Sensible Robotics, Inc., support@sensiblerobotics.ai. Company may provide you notice under this Agreement by email or other electronic communication or by posting communications to its development community on the Company developer portal. You consent to receive such notices in any of the foregoing manners and agree that any such notices by Company will satisfy any legal communication requirements.
(h) Entire Agreement. This Agreement is the entire understanding of the parties with respect to its subject matter and supersedes any previous or contemporaneous communications, whether oral or written with respect to such subject matter.