UNIVERSAL ROBOTS+ DEVELOPER PROGRAM – TERMS OF USE

Please read the following terms of use carefully before checking the “Register” box to signify your agreement.

1.  Purpose and scope

1.1  The UR+ Developer Program (the "Program") is an online developer forum offered by Universal Robots A/S, a company incorporated in Denmark, whose registered address is Energivej 25, 5260 Odense S, Denmark under company number 29138060 ("Universal Robots"), to you as an individual or an entity (the "Developer").

1.2   These terms of use create a contract between the Developer and Universal Robots (the "Agreement"). By clicking "Register," the Developer confirms its understanding and acceptance of the Agreement. 

1.3 This Agreement governs the Developer's use of the Program, through which the Developer can participate in discussion forums that are hosted and made available by Universal Robots, get information and technical support from experts, and download software, guidelines and other materials for the purpose of developing products or work with URCaps for applications.

2. Contract and content changes

2.1 Universal Robots reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on the Developer's use of the Program. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. The Developer's continued use of the Program will be deemed acceptance thereof.

2.2 Universal Robots reserves the right to – at any time and for any reason – extend or limit the scope of the Program or to modify its functionality as well as to restrict access to, delete or alter the Content (as defined below in Section 4.1).

3. Account and forum

3.1 To get access to the Program, the Developer needs to establish an account, including a username and a password (the "Account"). The Developer undertakes to only access the Program through this Account.

3.2 The Account is personal, and the Developer is responsible for all activity occurring under the Account.

3.3 Through the Program, the Developer will have access to the Universal Robots+ Developer Forum (the "Forum"). The Developer may interact with other users, including submission and posting of information, text, materials, data and codes (the "Contribution") that are accessible and viewable by the other users. The Developer agrees not to act inappropriately or in an offensive manner in the Forum.

3.4 The Developer undertakes not to infringe any third party's intellectual property rights, violate any laws, or disclose any confidential information when interacting in the Forum. It is the Developer's sole responsibility that the Developer does not contribute to or encourage infringing or other unlawful conduct.

3.5 The Developer is solely responsible for the Contribution, and the Developer undertakes not to provide inaccurate, false or misleading information when interacting in the Forum and not to include any malware, malicious code or other harmful content or material in the Contribution.

3.6 Universal Robots has the right to modify, withdraw and deny the Developer's access to the Program at any time. Universal Robots reserves the right to remove the Contribution posted by the Developer in the Forum if the Contribution does not comply with Universal Robots' content standards at Universal Robots’ sole discretion.

4. Intellectual property

4.1 Any software, documentation, guidelines, technical and other information, content, data, images, designs, models, and other materials provided by Universal Robots or other developers and users in the Program (the "Content") are all proprietary rights of Universal Robots and/or its licensors. The Content is protected by intellectual property rights and includes rights in copyrights, patents, trademarks, design rights, database rights, trade secrets, know-how and other confidential information protected under the laws of Denmark and other applicable jurisdictions.

5. license to use content

5.1 Universal Robots grants to the Developer a non-exclusive, non-transferable, royalty-free, and revocable license to use the Content for the Developer's personal and internal use solely in connection with the development of a product compatible with Universal Robots' products (the "UR+ Product").

5.2 For the avoidance of doubt, this Agreement does not give the Developer any right to use Universal Robots’ trademarks, nor in any way to advertise or otherwise claim an affiliation with Universal Robots. Such use and actions are subject to the terms of the UR+ Certified program and the at any time applicable UR Design Guidelines.

5.3 Universal Robots retains and reserves all intellectual property rights not expressly granted in this Agreement.

6. Restrictions on use of content

6.1 Except as permitted by mandatory law, the Developer shall not without Universal Robots’ prior written consent decompile, reverse engineer, disassemble, modify or translate the Content or otherwise attempt to derive, discover, reconstruct or identify the source code, trade secrets, or know-how in the Content and the Program or any user interface techniques, algorithms, logic, or specifications included, incorporated, or implemented herein, nor shall the Developer in any way allow, authorize or assist others in the performance of such actions.

6.2                    Further, the Developer shall not sublicense, network, lease, sell, distribute, disclose, publicly display, publish, reproduce, create derivative works based on, assign or transfer the Content in whole or in part to any person or other entity without Universal Robots' prior written consent.

6.3                    If the Developer creates any derivative works based on the Content, Universal Robots shall own the intellectual property rights in and to such derivative works.

6.4                    The Developer undertakes not to use the Content inconsistently with Universal Robots' ownership of the Content. This includes without limitation challenging Universal Robots' ownership of the Content, the validity of Universal Robots’ intellectual property and patent rights, the validity of the licences granted in this Agreement and exploiting Universal Robots' intellectual property rights during or after the termination of this Agreement.

7.                        feedback

7.1                    The Developer undertakes to provide Universal Robots with any suggestions, comments or other feedback which the Developer has learned or collected in relation to the Content provided by Universal Robots (the "Feedback"). This includes test results, error data, bugs, reports and other information relating to the Developer's evaluation of the Content regardless of the form of which it has been collected.

7.2                    The Developer agrees to provide the Feedback in good faith and not to provide Universal Robots with Feedback that is inaccurate, false or misleading or that breaches any obligation of confidentiality owed to a third party or infringes any third party's intellectual property rights or any other applicable law.

7.3                    The Developer grants Universal Robots all rights and the ownership of the Feedback, including any intellectual property herein, at no cost. Universal Robots is entitled but not obligated to use, incorporate, reproduce, license and distribute the Feedback for any purpose with no obligation of any kind to the Developer.

8.                        independent development and residuals

8.1                    Without prejudice to Section 6.3 above, the Developer retains all the intellectual property rights to its Contribution.

8.2                    The Developer grants to Universal Robots and any company or affiliate within the Universal Robots group a worldwide, royalty-free, non-exclusive license to use, modify, including create derivative works of, translate, publish, reproduce, distribute, and sublicense the Contribution for any purpose. The license is granted without any compensation or obligation to the Developer.

8.3                    Nothing in this Agreement may be construed as a representation or inference that Universal Robots will not develop, design, manufacture, acquire, or market products that compete with the Developer's products or Contribution.

8.4                    Universal Robots is entitled to use the Developer's Feedback and the residuals resulting from the Developer's Contribution, providing that it does not disclose the Developer's confidential information, except as permitted pursuant to this Agreement.

8.5                    The Developer warrants and guarantees (i) that the Contribution and the Feedback do not infringe any laws or third party rights, including – without limitation – third party intellectual property rights and trade secrets, nor violates any obligations of confidentiality, and (ii) that the Developer is entitled to grant the licenses and the rights to the Contribution and the Feedback pursuant to this Agreement.

9.                        Confidentiality

9.1                    Universal Robots may provide the Developer with access to non-public information, including data, software, specifications and guidelines related to the Content and Universal Robots (the "Confidential Information"), which is considered confidential and proprietary to Universal Robots.

9.2                    The Developer undertakes not to disclose Confidential Information to any third party, including any affiliates or subsidiaries, without Universal Robots' prior written consent.

9.3                    Further, the Developer undertakes not to use any Confidential Information for any purpose outside the scope of the Program without Universal Robots' prior written permission.

10.                    indemnification

10.1                 The Developer shall indemnify and defend Universal Robots, its suppliers, including – without limitation – its licensors, distributors and sales agents against any and all actions, suits and claims, and hold the aforementioned persons and entities harmless from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney and professional fees) that result or arise from the Developer's use of the Content in a manner that is inconsistent with this Agreement.

10.2                 The Developer shall indemnify and defend Universal Robots, its suppliers, including – without limitation – its licensors, licensees, distributors and sales agents against any and all actions, suits and claims, including – without limitation – third party claims, and hold the aforementioned persons and entities harmless from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney and professional fees) that result or arise from the use of the Contribution.

11.                    No warranties

11.1                 THE PROGRAM AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS AND THE PROGRAM IS SUBJECT TO CHANGE. UNIVERSAL ROBOTS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE PROGRAM AND THE CONTENT, AND WE HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER UNIVERSAL ROBOTS NOR ITS SUPPLIERS, INCLUDING – WITHOUT LIMITATION – ITS LICENSORS, MAKE ANY REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING (1) THE USE OR INABILITY TO USE THE PROGRAM OR THE CONTENT; OR (2) ANY RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, OR RELIABILITY. THE DEVELOPER UNDERSTANDS AND AGREES THAT THE DEVELOPER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM AND THE CONTENT.

12.                    Limitations of liability

12.1                 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UNIVERSAL ROBOTS OR ITS SUPPLIERS, INCLUDING – WITHOUT LIMITATION – ITS LICENSORS, BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY THE DEVELOPER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION OR OTHER DATA, THE COST OF RECOVERING SUCH LOST INFORMATION OR DATA, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM OF THE CONTENT REGARDLESS OF WHETHER UNIVERSAL ROBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.

13.                    EXPORT CONTROL LAWS and audit

13.1                 Developer agrees to comply with all applicable export laws and regulations, including the United States Export Administration Act and similar laws of any other applicable country, and shall not export or re-export any portion of the software received from Universal Robots in connection with this Program, to any country, entity or person except in compliance with applicable export laws.

13.2                 Universal Robots shall have the right at its own expense to audit the Developer’s compliance with the terms of this Agreement.

14.                    Term and termination

14.1                 This Agreement will continue to apply until terminated by either the Developer or Universal Robots as set forth below.

14.2                 Universal Robots may immediately terminate or suspend this Agreement and all rights and licenses granted by Universal Robots at its sole discretion at any time, for any reason, effective upon notice from Universal Robots.

14.3                 The Developer may terminate this Agreement at any time by deleting the Account.

14.4                 Upon termination of this Agreement, all rights and licenses granted to the Developer herein immediately expire and the Developer must cease use of all Content and permanently delete all Content in its possession.

14.5                 Sections 4, 6, 8, 9, 10, 11, 12 and 15 of this Agreement shall survive any termination of the Agreement.

15.                    governing law AND VENUE

15.1                This Agreement shall be governed by the laws of Denmark excluding its conflicts of law provisions and the United Nations Convention on Contracts for the Sale of Goods. Any and all disputes arising out of or in connection with this Agreement shall be submitted to the International Chamber of Commerce and shall be settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules. The place of arbitration shall be Copenhagen, Denmark. The arbitration shall be conducted in the English language.  The foregoing notwithstanding, Universal Robots may seek preliminary, temporary, or permanent injunctive relief and other equitable remedies in any court of competent jurisdiction prior to or during arbitration and may enforce the award of the arbitrator in any court of competent jurisdiction.