LICENSE TERMS AND CONDITIONS 1.4 – Robopack
CONDITIONS
The purpose of these LICENSE TERMS AND CONDITIONS is to establish the terms for the PARTNER's and the CUSTOMER's use of the
LICENSE to which the PARTNER and the CUSTOMER has user rights and the SERVICE conditions for Robopack (RBP) (hereafter referred to as "the
PROGRAM") in relation to the END USER AGREEMENT supplied by RBP. All documentation, manuals and subsequent updates and/or upgrades are
collectively regarded as constituting the PROGRAM. In addition to the LICENSE for the PROGRAM, the AGREEMENT also covers SERVICES. The
PROGRAM is a standard product, supplied by RBP with the functions detailed in the sales material, along with any associated documentation. RBP is not
liable for ensuring that the PROGRAM satisfies any functionality assumed to be inherent in the product by the CUSTOMER nor for satisfying any
assumed requirement.
SUPPLY VIA PARTNER
The PROGRAM may only be supplied via RBP direct or a PARTNER that is an RBP agreement partner and entitled to enter into an AGREEMENT with
the CUSTOMER for the provision of the PROGRAM and SERVICES. RBP guarantees that the PROGRAM operates as described to the CUSTOMER
and that SERVICES will be provided in accordance with the terms of the LICENSE AGREEMENT. All support levels are covered by RBP if supplied via
Robopack directly – see delivery matrix in EULA. The PARTNER has stated its obligations towards the CUSTOMER, and agreement is in place between
RBP and the PARTNER concerning how the SERVICES in respect of 1st and 2nd level support are to be provided. RBP ALWAYS provides 3rd level
support to the PARTNER and updating/ upgrading service direct to the CUSTOMER. If the PARTNER has entered into other agreements with the
CUSTOMER for the provision of services in connection with use of the PROGRAM, these are only agreements between the PARTNER and the
CUSTOMER and are not covered by these LICENSE TERMS AND CONDITIONS. For its part, RBP guarantees that it will satisfy the LICENSE
TERMS AND CONDITIONS, regardless of whether the PARTNER is unable or willing to do so. However, RBP will demand addition payment from the
CUSTOMER for services provided where such are not covered by the END USER AGREEMENT. It is incumbent on the PARTNER to, in
collaboration with the CUSTOMER (unless otherwise specified in the END USER AGREEMENT) to install the PROGRAM for the use of the number
of users specified in the AGREEMENT.
FORM OF COLLABORATION AND OBLIGATONS
The parties acknowledge and agree that they do not intend to create by this AGREEMENT any form of partnership, agency or trust arrangement. No
party has the authority to act for, or incur any obligation on behalf of, another party.
LICENSE AND LICENSE RIGHTS
The CUSTOMER acquires one, non-exclusive user right (LICENSE) to the PROGRAM that is restricted to territory and time. The user right for the
PROGRAM applies to the agreed number of clients (administered via SCCM/Intune). RBP/the PARTNER shall, immediately upon request, cause an
audit and/or inspection to be made once per twelve-month period to check whether the CUSTOMER is complying with the above and that the Customer
has specified the correct number of clients to RBP. If this is found not to be the case, RBP shall be entitled to demand a) payment to cover the shortfall in
the number of licenses. The CUSTOMER guarantees to have taken out the requisite number of licenses for third party software that is not covered by this
AGREEMENT.
INTELLECTUAL PROPERTY RIGHTS
RBP owns the full property, copyright, trademark and other intellectual property rights to the PROGRAM, and these rights shall remain with RBP. The
CUSTOMER shall respect RBP's rights and is monetarily liable, without any limitation, in the event of these rights being infringed, including the
distribution of the PROGRAM to a third party. The CUSTOMER is not entitled to crack or change any security codes, nor is the CUSTOMER entitled to
change or remove limitations in the PROGRAM or in the media on which the PROGRAM is supplied in respect of rights conditions, trademarks or
suchlike. The CUSTOMER shall ensure that the PROGRAM does not pass into the possession of a third party. The CUSTOMER may make any
necessary backups but may not produce copies of the PROGRAM.
CHANGES
The CUSTOMER/PARTNER is not entitled to make changes to the PROGRAM. This includes reverse engineering or decompiling the PROGRAM. In
the event of the CUSTOMER or a third party accessing the source code or making changes to the PROGRAM, RBP's obligations, as stated in these
LICENSE TERMS AND CONDITIONS, shall be rendered null and void with immediate effect without notice and RBP shall deny liability for the
consequences of any such source code incursions or changes.
TRANSFER
The CUSTOMER is not entitled to sell, hire out, loan, allow use of, or in any other way transfer or distribute the PROGRAM or the PROGRAM
LICENSE to a third party. The PROGRAM may not be used in connection with facilities management, hosting, outsourcing or similar activities.
OMISSIONS, DELAYS, TROUBLESHOOTING AND LIABILITY
The CUSTOMER is obliged to review and test the PROGRAM immediately upon delivery. An error in the PROGRAM is regarded as significant if it
affects the PROGRAM as a whole or if it hinders the operation of the PROGRAM. Provided the CUSTOMER officially documents that there is a
significant error in the PROGRAM, RBP has up to 30 days after the date of delivery to supply a new version of the PROGRAM without the significant
error at no extra cost, correct the error at no extra cost or to terminate the END USER AGREEMENT upon all elements of the PROGRAM, etc. being
returned and if terminated RBP/PARTNER will refund the license fee paid by CUSTOMER. (If the error is due to Microsoft changes in SCCM/Intune,
RBP has 4 months to supply a new version). In such instances, the CUSTOMER is not entitled to make any additional demands against other parties over
and above the amounts it paid for the PROGRAM. This AGREEMENT does not cover agreements for deliverables other than the PROGRAM. A service
is deficient if it does not comply with the terms of the END USER AGREEMENT. As stated in the LICENSE TERMS AND CONDITIONS, a service
is deficient if it does not achieve results in accordance with the END USER AGREEMENT. If the CUSTOMER wishes to claim a deficiency in the
material supplied, a complaint must be submitted to RBP in writing without undue delay once the deficiency has been found and no later than 6 months
after the date of delivery. The CUSTOMER's entitlement to claim against deficiencies in the product supplied elapses 6 months after the date of delivery.
Where RBP offers to rectify the deficiency, such action shall be taken within a reasonable time after the CUSTOMER has brought the deficiency to light.
If, despite repeated efforts, RBP does not rectify deficiencies, the CUSTOMER may terminate the AGREEMENT after submitting a claim in writing with
a minimum of three weeks' notice. This AGREEMENT does not cover agreements for deliverables other than the PROGRAM.
Error correction may be compared with the use of procedures or use methods ("work arounds"), the application of which ensure that the error has no
significant impact on the CUSTOMER's use of the PROGRAM insofar as the CUSTOMER is guaranteed the agreed functionality. Where
RBP/PARTNER significantly exceeds the time allowed for delivery of the PROGRAM or agreed SERVICE in relation to the END USER
AGREEMENT and this is due to circumstances affecting RBP/the PARTNER, the CUSTOMER may cancel the purchase. Notice of cancellation shall be
submitted in writing to RBP and the PARTNER without any unreasonable delay. However, services that have already been provided may not be cancelled.
If the delay exceeds 1 (one) month and RBP/the PARTNER has been willfully or grossly negligent, the CUSTOMER may demand further compensation
for any documented direct losses suffered as the result of the delay. Furthermore, the CUSTOMER may also demand compensation for documented direct
losses suffered as the result of RBP's/the PARTNER's willful or gross negligence. Under no circumstances will compensation be paid for any indirect
losses suffered, including operating or profit losses, nor will compensation be paid for losses suffered due to power failures or network or telecom service
provider faults. The CUSTOMER is responsible for conducting a daily back-up of all CUSTOMER data so that any data losses are limited to data
generated within the 24 hours preceding the most recent back-up. Except for third party claims of infringement, compensation may never exceed 100 % of
the license fee paid up to a maximum of DKK 100.000. When this AGREEMENT is entered into between the CUSTOMER, the PARTNER and RBP,
RBP will join the PARTNER in respect of liability towards the CUSTOMER, although only to extent of providing the PROGRAM and associated
SERVICE.
INFRINGEMENT OF THIRD-PARTY RIGHTS
RBP is responsible to the CUSTOMER for ensuring that the PROGRAM does not infringe the intellectual property rights of any third party. In the event
of a case being raised against the CUSTOMER stating that such an infringement exists, the CUSTOMER is obliged to immediately notify RBP.
Responsibility for the matter will then pass to RBP who, along with all associated costs, will assume the irrevocable right to pursue the matter in the courts
or to settle the issue in respect of the alleged infringement(s). Where a judgement has been rendered in relation to the claim in question made by the
THIRD PARTY, RBP is entitled, at its own discretion, to either secure the right of the CUSTOMER to continue to use the PROGRAM or to end the
infringement by modifying the PROGRAM or replacing it with other software that has, to all intents and purposes, the same functionality as the
PROGRAM, or to rescind these terms and conditions and immediately refund the license fee paid by the CUSTOMER.
USE OF CUSTOMER NAME AND LOGO
The CUSTOMER grants Robopack a non-exclusive, royalty-free, worldwide license to use the CUSTOMER's name and logo solely for the purpose of
identifying the CUSTOMER as a reference on Robopack's website and other marketing materials. Such use shall be in accordance with the CUSTOMER's
branding guidelines, if provided, and shall not imply any endorsement or partnership beyond the scope of this Agreement. Robopack agrees to cease such
use upon written request from the CUSTOMER or upon termination of this AGREEMENT.
SERVICE
The CUSTOMER has access to 1st level support (email support 9am - 4pm CET+1), delivered by an agent appointed specifically by the CUSTOMER or
its technical queries representative (written) concerning the use of the PROGRAM and 2nd level support (technical support 9am - 4pm). The END USER
AGREEMENT states whether RBP provides this support or whether it is the responsibility of the PARTNER. RBP is always responsible for providing
3rd level support (fixing errors in the PROGRAM), as well as UPDATING and UPGRADING, including correcting errors in the latest version of the
PROGRAM. SERVICE is provided weekdays 9am - 4pm, i.e. every day except Saturdays, Sundays, public holidays and Constitution Day, Christmas Eve
and New Year's Day. The CUSTOMER is obliged to follow all verbal and written instructions given by RBP, including reinstallation, configuration or use
of the PROGRAM.
ERROR CORRECTION
The CUSTOMER is entitled to report errors concerning the PROGRAM directly to RBP or to the PARTNER, who will contact RBP within timeframe
stated above. Errors are categorized by priority: 1) The error results in a production stoppage for all users, 2) Serious error, i.e. an error that results in a
significant fall in production or makes sub-functions inaccessible, 3) Other errors. RBP shall start work to correct priority 1 errors within 1 (one) day and
priority 2 errors within 3 (three) days of receiving an adequately reproduceable error description from the CUSTOMER. The CUSTOMER will be notified
if priority 3 errors have been corrected in a later version as an UPGRADE or UPDATE in the form of a generally issued bugfix. RBP is regarded to have
commenced error correction work from the date on which a connection is established with the CUSTOMER's system and remote support is provided.
RBP is not responsible for delays in dealing with the fault that have arisen between the PARTNER and the CUSTOMER.
SPECIFIC EXCLUSIONS
The CUSTOMER is only entitled to SERVICE to the extent expressly described above. The CUSTOMER is not entitled to SERVICE in relation to the
following conditions: 1) Conditions that can be attributed to circumstances within the CUSTOMER's organization, including the CUSTOMER's
employees and others who have been granted access to the system by the CUSTOMER, 2) conditions in the PROGRAM attributable to attempts by the
CUSTOMER or third parties to expand functions or make additions to the PROGRAM, 3) conditions that can be attributed to incorrect use of the
PROGRAM, including inaccurate keying in of data or use of the PROGRAM in contravention of accompanying documentation, 4) conditions that may be
attributed to third party software for which RBP is not responsible, including subsequent conflicts between the PROGRAM and the CUSTOMER's other
systems (both hardware and software), which may have arisen as the result of later installations, 5) external influences on the CUSTOMER's systems,
including network errors, interference from other units, security breaches, etc. that are not attributable to RBP.
SERVICE OUTSIDE THE SCOPE OF THE AGREEMENT

RBP/the PARTNER will, to the greatest possible extent, provide support to the CUSTOMER in answering queries, solving problems or correcting errors
that are not covered by the above in exchange for payment in accordance with RBP's/the PARTNER's hourly Service tariff applicable on each occasion.
Furthermore, RBP/the PARTNER is entitled to invoice the CUSTOMER for support provided or attempts to provide support requested by the
CUSTOMER in the belief that the support was covered by the above provided that it was stated the support provided was not covered.
SCOPE OF UPDATES AND UPGRADES
Once payment has been made, the CUSTOMER is entitled to download new UPGRADES (new versions) and UPDATES (bugfixes) from RBP's
download site. Similarly, the SERVICE also includes. Download of updated manuals and any other documentation concerning UPGRADES and
UPDATES where such is issued by RBP. UPGRADES and UPDATES become covered by these terms and conditions, including provisions of the license
terms and conditions in respect of error correction, etc., on their date of release on the download site.
PRICE AND TERMS OF PAYMENT
Unless otherwise stated, all prices are exclusive of VAT and other taxes. Support includes SUPPORT of up to 30 minutes per error, given within the
quoted response times. All on-site support and additional time used in support calls lasting longer than 30 minutes that are not covered by the warranty and
are not caused by errors in RBP shall be charged at RBP/the PARTNER's hourly error correction tariff applicable on each occasion. The CUSTOMER
pays for at least one year in advance. Prices are index-linked annually on 1 January(Based on Denmark´s statistic net price index (min. 2,5%). RBP is not
subject to the PARTNER'S other trading terms and conditions towards the CUSTOMER.
RESPONSIBILITY AND LIMITATION OF LIABILITY
The parties are liability to pay compensation in accordance with the general regulations of Danish law and the content of this AGREEMENT, including
specified amount limits and maximums, although RBP assumes no liability for operating losses, time losses, losses of profit, interest losses and other
indirect losses. Losses of data are regarded as direct losses. RBP is not liable for losses of data generated after the most recent back-up. The CUSTOMER
shall itself rebuild this data from its back-ups. The CUSTOMER is responsible for backing up data on a daily basis. The CUSTOMER is responsible for
ensuring that data is stored, held and maintained in a secure location. RBP/the PARTNER is not responsible for breaches attributable to situations where
the CUSTOMER bears the risk. Except for third party claims of infringement, RBP/the PARTNER's compensation liability shall be no more than an
amount equivalent to the license fee paid by the CUSTOMER (or maximum DKK 100.000), or the SERVICE fees paid within the preceding 12 (twelve)
months for loss inducing events or failures. RBP is not liable for ensuring that the PROGRAM satisfies any functionality assumed to be inherent in the
product by the CUSTOMER nor for satisfying any assumed requirement. In no event shall either party be liable for any consequential, incidental, indirect,
special, punitive or other damages whatsoever (including but not limited to damages for loss of business profits, business interruption, loss of business
information, or any other pecuniary loss) arising out of the use of or inability to use the PROGRAM, even if the other party has been advised of the
possibility of such damages.
PRODUCT LIABILITY
RBP has product liability in accordance with the regulations set out in EU directive 85/374/EEC as implemented to the extent that this cannot be waived
by agreement, but otherwise renounces product liability on any other basis.
FORCE MAJEURE
The parties have no liability towards each other in the event of there being circumstances of force majeure that have an impact on these terms and
conditions. In this context, instances of force majeure are regarded as being war and military mobilization, natural disasters, strikes, lockouts, fire, overdue,
delayed or deficient deliveries from sub-contractors, damage to production equipment, computer viruses, loss of Internet connectivity (both local and
regional), unfitness for work of key personnel, import and export regulations and other circumstances beyond the control of the affected party. Where
force majeure as described prevents the performance of the parties' obligations in whole or in part for a period of more than 3 (three) months, a party is
entitled to cancel the agreement, either in whole or in part, without any contingent compensation liability. Under these circumstances, RBP and the
CUSTOMER keep what they have received from the other party and the CUSTOMER shall pay for PROGRAMS that have been delivered but not paid
for by the date of cancellation. No further claims shall exist between the parties.
TERM, CANCELLATION AND TERMINATION
The END USER AGREEMENT runs for 12 (twelve) months at a time from the date on which the CUSTOMER entered into the AGREEMENT and is
extended automatically by 12 (twelve) months unless the CUSTOMER gives notice of its intention to end the AGREEMENT to ROBOPACK / the
PARTNER in writing 3 (three) months prior to the end of a 12 (twelve) month period. The AGREEMENT may, after the end of the first period, be
terminated by ROBOPACK with 3 (three) months' written notice to the end of a month.
BREACHES
If the CUSTOMER breaches these terms and conditions, the CUSTOMER shall lose all rights pursuant to these terms and conditions, including license
rights, with immediate effect and will be obliged to return the PROGRAM, including any associated documentation, without any recourse to refund. A
breach does not constitute the waiving of the requirement to make payments in accordance with payment agreements entered into.
APPLICABLE LAW AND VENUE
These LICENSE TERMS AND CONDITIONS are subject to Danish law and its general regulations in respect to the parties´ mutual circumstances.
Disputes shall be resolved through mediation. The parties shall jointly appoint a mediator or allow one to be recommended by a recognized institution.