End-User License Agreement
Robotiq IQ
•
Privacy Policy
Last Updated: May 28, 2026
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”), ALONG WITH THE APPLE AND DATA PROCESSING ADDENDA FOUND BELOW (COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE THE SOFTWARE (“CUSTOMER”), AND ROBOTIQ INC. (“ROBOTIQ”). EACH OF ROBOTIQ AND CUSTOMER SHALL BE A “PARTY”.
BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY AND ON BEHALF OF ANY LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SOFTWARE OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
THE TERMS OF THIS AGREEMENT MAY BE UPDATED AT ANY TIME BY ROBOTIQ BY POSTING AN UPDATED VERSION ON ITS WEBSITE. BY PURSUING THE USE OF THE SOFTWARE CUSTOMER SHALL BE IRREVOCABLY DEEMED TO HAVE AGREED TO THE UPDATED TERMS.
1. LICENSE
1.1 License. Subject to full compliance with this Agreement, ROBOTIQ grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, personal, worldwide right to access and use ROBOTIQ’s IQ Auto-Integration Platform (“Software”). For purpose of this Agreement, the Software includes (i) proprietary software and its functionalities (including any API’s) edited and developed by ROBOTIQ, including any updates, improvements, new versions, new releases, modifications, patches, and interfaces, and similar derivative works thereof, (ii) the associated Documentation (as defined below), as well as all methods, documents, concepts, computer codes related thereto. The foregoing license is granted for use by Customer (and its end-users) for its internal business purposes and only for uses that comply with applicable laws. For clarity, if you are a distributor of ROBOTIQ products you may use the Software for purposes of serving the needs of the customers to which you distribute or intend to distribute ROBOTIQ products. This license is not granted for lease, service bureau, pre-sale, sale or resale purposes. The Software may only be used to select, purchase or promote the selection and purchase of ROBOTIQ products and services and not those of third parties.
1.2 Apple Addendum. The terms set out in Addendum A to this Agreement shall apply to the mobile version of the Software downloadable from the Apple App Store in addition to those in the main body of the Agreement.
1.3 Documentation. Customer may only use the Software in accordance with ROBOTIQ’s official documentation relating to the use of the Software, including without limitation technical program or interface documentation, user manuals, operating instructions, functionalities, applications, online help guide, quick reference guides and release notes (“Documentation”).
1.4 Software Modifications. ROBOTIQ regularly improves, modifies and updates the functionalities of the Software to adapt to changes in the business, which are by their very nature evolving. ROBOTIQ has the right to remove or disable all or part of the functionalities of the Software at any time.
1.5 Limitation. Customer acknowledges that the Software is not a substitute to engineering services for any projects. It is a platform used to assist in the design of automation solutions and to help customers qualify their automation needs. Any recommendations for automation projects generated by the Software will need to be verified by a licensed engineer prior to implementing them.
1.6 Data Capture. Customer acknowledges that the Software is used to capture a variety of data points through video, voice, 3D scans, files and other means. Customer is responsible for ensuring that it limits such data capture to what is required for the proper operation of the Software as further detailed in the Documentation, as ROBOTIQ cannot control such inputs. There is no strict need for the proper operation of the Software to include any personally identifiable information in any inputs. Customer must ensure that it has the right to provide all inputs that are captured by the Software, including by securing all consents that must be secured by law. Customer must inform all individuals located in the relevant area that data will be captured at that location prior to activating the features of the Software that capture data points. It is the Customer’s responsibility to take all necessary measures in compliance with applicable health and safety laws, regulations and best practices to minimize the risk of accident or injury during a data capture session.
2. TERM
2.1 Term of the Agreement. The term of the Agreement begins when the Customer account is activated or when the Software is first used and continues in full force and effect until terminated in accordance with the Agreement.
3. INTELLECTUAL PROPERTY
3.1 Definition. For purposes of this Agreement, “Intellectual Property Rights” means (i) inventions, patent, copyrights, and related rights, moral rights, other neighbouring rights, and rights in computer software and other neighbouring rights, designs (including registered designs and design rights), trademarks, service marks, trade or business names, brand names, domain names and URLs, rights in trade secrets, know how and confidential and undisclosed information (such as inventions, whether patentable or not), rights in logos and databases; and (ii) all registrations or applications to register, renew and/or extend any of the items referred to in paragraph (i); and (iii) any other rights of a similar nature, however designated, whether registrable, registered or not, in any country.
3.2 Pre-Existing Elements. Except as otherwise specifically set out in the Agreement, each party retains ownership of any Intellectual Property Rights on any outcome, document, methodology, know-how or process, documentation, data, database, information or file, software, program or other elements in any form whatsoever, including studies, specifications, graphic works, documentation, reports, results, signs, works, inventions, functional or technical analyses, as well as any commercial rules or requirements, user manuals, user guides, instruction manuals, training materials, instructions and documents of any kind created or owned by the Parties, or licensed to them by third parties, before or completely independently from the performance of the Agreement, including any amendments and/or improvement thereto (“Pre-Existing Elements”). In no circumstances may the Agreement be deemed to grant either Party any intellectual property right in the other Party’s Pre-Existing Elements except as otherwise expressly provided in the Agreement.
4. CUSTOMER DATA
4.1 Definition. For purposes of this Agreement “Customer Data” shall mean all video, voice captures, files, 3D scans and other data that is captured by the Customer using the Software or otherwise input by the Customer into the Software, except to the extent otherwise specified in this Agreement. Any outputs generated by the Software, including those that may be derived from Customer Data through the operation of the Software, shall be owned by ROBOTIQ and do not form part of the Customer Data. For clarity “Customer Data” does not include Usage Data as defined in Section 5 of this Agreement.
4.2 Ownership. Customer shall retain all rights, titles and interests in and to Customer Data, including all Intellectual Property Rights therein.
4.3 Confidential Information. ROBOTIQ acknowledges that Customer Data is Confidential Information and agrees to keep it in confidence pursuant to Section 9 (Confidentiality).
4.4 Use and Licensing of Customer Data. Customer grants to ROBOTIQ a non-exclusive, worldwide, royalty-free, and fully paid up right, to (i) access, use, process, transcribe, store and transmit Customer Data during the term of the Agreement to operate the Software pursuant to the terms and conditions of this Agreement; (ii) reproduce, modify, and use Customer Data, either in an aggregated and anonymized format, or not, to improve the functionalities of the Software, add new functionalities to the Software, to develop and provide benchmarking and analytics tools or reports during the term of the Agreement and after such term, as well as generate synthetic data during the term of the Agreement.
4.5 Third-Party Providers. Customer acknowledges and agrees that the Software may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (such as Third-Party LLM Providers).
4.6 Storage of Customer Data. Customer acknowledges that ROBOTIQ’s system does not guarantee that it will store Customer Data beyond a period of thirty (30) days following its input in the Software (the “Minimum Retention Period”). ROBOTIQ shall have the right to suppress such Customer Data in its sole discretion after the end of the Minimum Retention Period. Notwithstanding the foregoing, in the event that ROBOTIQ terminates the Agreement for breach by the Customer, it shall have the right to immediately suppress Customer Data.
4.7 Access by Third Parties. The Software may include functionalities allowing Customer to provide access to the Customer Data to its personnel as well to third parties. Customer is responsible for managing access to Customer Data through the Software and to put in place suitable contracts with all individuals who are given access. Customer shall take all reasonable measures to ensure the safekeeping of access credentials by individuals it authorizes to access the Software.
4.8 Destruction. Except to the extent that ROBOTIQ is required to retain certain Customer Data to comply with legal obligations, upon termination/expiration of this Agreement or upon the request of Customer, ROBOTIQ shall promptly destroy all Customer Data in its possession, including any copies thereof. It is therefore up to the Customer to make the appropriate downloads or copies of the applicable Customer Data. Notwithstanding the foregoing and for purposes of clarification, Customer acknowledges that it shall not be required to destroy aggregated and anonymized databases created in accordance with Section 4.4 of this Agreement as well as models and synthetic data developed in accordance with Section 4.4, in particular to improve and develop the Software and related functionalities. Customer is solely responsible for backing up all Customer Data. ROBOTIQ is not bound to provide any export functionality for Customer Data.
5. USAGE DATA
5.1 Definition. For purposes of this Agreement “Usage Data” shall mean technical, diagnostic, and statistical information relating to the use, operation, performance, and functionality of the Software, including without limitation: (a) log data; (b) metadata regarding requests, queries, or interactions with the Software (such as timestamps, session identifiers, feature usage, and interaction counts); (c) performance metrics (including response times, latency, error rates, and system availability); (d) device, browser, and configuration information; and (e) aggregated or anonymized analytics derived from the foregoing.
5.2 Ownership. ROBOTIQ shall retain all rights, titles and interests in and to Usage Data, including all Intellectual Property Rights therein. To the extent that any rights, title and interest in Usage Data do not belong to ROBOTIQ by operation of law, Customer irrevocably assigns to ROBOTIQ all its rights, titles and interests in and to such Usage Data.
5.3 License. ROBOTIQ grants to Customer a non-exclusive, worldwide, royalty-free, irrevocable and fully paid up right during the term of the Agreement to use the Usage Data arising from its use of the Software in connection with its operation of the Software to the extent the functionalities of the Software allow their consultation, download or other interaction. Customer shall have no right to access or receive Usage Data, except if the Software includes a functionality permitting this.
6. ARTIFICIAL INTELLIGENCE FEATURES
6.1 Presence of AI Functionalities. Customer acknowledges that the Software makes use of artificial intelligence to provide several functionalities, including, without limitation, suggested automation solutions, cost projections and other recommendations with respect to automation projects (“AI Functionalities”). While AI Functionalities can improve user experience, Customer acknowledges that they may produce erroneous results, hallucinations, or other undesirable content. Customer undertakes not to rely on AI Functionalities for any safety-critical decisions without human validation.
6.2 Disclaimer. Customer acknowledges that AI Functionalities are intended to assist it in kickstarting the development of automation projects, but are not intended to replace technical validation by technically skilled humans or the advice of a licensed professional engineer. Customer must ensure that all suggestions made by the Software are subjected to a suitable technical validation by a human advisor having adequate training and experience, and to secure the advice of a licensed professional engineer. ROBOTIQ provides no guarantee of accuracy of any outputs generated by AI Functionalities.
7. ROBOTIQ INTELLECTUAL PROPERTY
7.1 Ownership. The Software and Documentation, any modifications thereto and all worldwide Intellectual Property Rights therein, remain the exclusive property of ROBOTIQ. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by ROBOTIQ. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Software, Documentation, or any part thereof.
7.2 Customer’s Feedback. If Customer provides suggestions, comments or other feedback to ROBOTIQ with respect to the Software, and in particular (but not limited to) concerning the features and functionalities of the Software (“Feedback”), Customer irrevocably assigns to ROBOTIQ all Intellectual Property Rights in and to all Feedback to the full extent permitted by applicable laws. Customer accepts that ROBOTIQ may freely use and exploit such Feedback. Customer will not earn or acquire any rights or licenses in the Software or in any ROBOTIQ Intellectual Property Rights on account of this Agreement or Customer’s performance under this Agreement, even if ROBOTIQ incorporates any Feedback into the Software.
8. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS
8.1 Customer Responsibilities. Customer shall have sole responsibility for the accuracy, quality, and integrity of all Customer Data input into the Software. Customer represents and warrants that Customer Data input in the Software and its use hereunder will not contain any viruses, worms or other malicious computer programming codes intended to damage ROBOTIQ’s Software. Customer shall have sole responsibility for providing, uploading, submitting inputs into the Software and for all its users’ activity on Customer’s account.
8.2 Restrictions of Use. Customer shall not, and shall not allow or encourage any user or any other third party (a) to reverse engineer, decompile, disassemble the Software or any portion of it, derive, determine or attempt to derive or determine the source code, object code, or the underlying ideas, algorithms, structure or organization of the Software (except as expressly permitted by law), (b) to modify, adapt, alter, translate, merge, develop versions or derivative works based on the Software or Documentation, (c) to copy or make derivative works based on any part of the Software or Documentation, (d) to sublicense, lease, sell, resell, rent, loan, distribute, pledge, assign, transfer the Software, (e) to allow the use of the Software for the benefit of a third party (except in accordance with the standard functionalities available in the Software), (f) to remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of ROBOTIQ or its licensors on the Software or any copies thereof, (g) to upgrade, improve or extend features or functionalities of the Software or otherwise, (h) to interfere in any manner with the operation of the Software, (i) to use the Software to build a similar or competitive product or service; (j) to attempt to access the Software through any unapproved interface; (k) to otherwise use the Software in any manner that exceeds or bypasses the scope of use granted by ROBOTIQ to Customer pursuant to the Agreement; (l) to use the Software to violate the Intellectual Property Rights of third parties; (m) to use the Software to engage in any activity that violates applicable laws; (n) to use the Software to select, purchase, sell or promote the products and services of parties other than ROBOTIQ.
8.3 Data Processing Addendum. Customer agrees to be bound by the Data Processing Addendum attached to this Agreement.
9. CONFIDENTIALITY
9.1 Definition. “Confidential Information” means any information, documents and data of any kind of a Party disclosed to or accessed by the other Party before and during the course of entering into and performing this Agreement, whether orally, in writing or otherwise relating to, without restriction, strategies, business operations, technologies, business plans, processes, plans or intentions, financial information, pricing, know-how, design rights, trade secrets, business affairs and market opportunities. Information not specifically designated as confidential shall be treated as such when it can reasonably be expected to provide a third party with a financial or competitive advantage or when its disclosure may constitute financial harm to either of the Parties. Confidential Information of ROBOTIQ includes the Software, its features, functionalities, and Feedback.
9.2 Undertaking. Each Party agrees that it will treat the Confidential Information of the other with the same care it uses with its own Confidential Information, and at a minimum with a reasonable degree of care and industry-standard practices. Customer acknowledges that the Software may provide Customer with access to confidential products and services offered by ROBOTIQ, which shall be Confidential Information for purposes of this provision except to the extent details of such products and services have been made available on ROBOTIQ’s public online platforms. Each Party agrees that it will limit disclosure of the other Party’s Confidential Information to those of its employees and consultants who have a bona fide need-to-know such information and who have binding and written agreements that contains use and nondisclosure restrictions at least as protective as those set forth herein. Neither Party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement or as otherwise permitted pursuant to this Agreement. Neither Party will disclose to third parties the other Party’s Confidential Information, except as permitted by this Agreement. Each Party shall use all its reasonable endeavours: (a) to minimise the risk of unauthorised disclosure or use by its employees and officers of Confidential Information; (b) to keep such information secure and protected against theft, damage, loss or unauthorised access.
9.3 Restrictions. The restrictions on use and disclosure of information shall not apply to any information which the Receiving Party can prove: (a) was already known to it prior to its receipt thereof from the Disclosing Party; (b) was subsequently disclosed to it lawfully by a third party without duty of confidence or restriction as to use who did not obtain the same (whether directly or indirectly) from the Disclosing Party; (c) was in the public domain at the time of receipt by the Receiving Party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this Section; (d) is required by law to be disclosed under any court order, or administrative process. In the event that the Receiving Party is requested or required to make disclosure of any Confidential Information, the Receiving Party agrees that it will promptly notify the Disclosing Party in writing, take all reasonable steps requested by the Disclosing Party to defend against the compulsory disclosure, and permit the Disclosing Party to take control with a counsel of its choice in any proceeding relating to the compulsory disclosure.
9.4 Equitable Relief. Each Party acknowledges that in the event of any breach or threatened breach of this section by either Party, the other Party may suffer irreparable harm and not possess an adequate remedy at law. Accordingly, each Party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach.
9.5 Survival. The obligations imposed by this Section shall survive for three (3) years after the expiry or termination of this Agreement, with the exception of Customer Data that is a trade secret, which shall be destroyed on termination as provided for in Section 4.8, and for which the confidentiality obligation continues so long as trade secret protection exists pursuant to applicable laws.
9.6 Marketing Materials. ROBOTIQ may use and display Customer’s name and/or logo on its marketing materials, website, social network accounts, and/or when replying to invitations to tender or within the framework of commercial proposals for the sole purpose of communicating the existence of their business relationship, subject to express written approval by Customer. Customer shall have the right to request in writing for any such mention to be taken down at any time at its own discretion.
10. TERMINATION AND SUSPENSION
10.1 Termination for Material Breach. Either Party may terminate this Agreement and/or any Order Form if the other Party materially breaches this Agreement, and such breach remains uncured more than ten (10) days after receipt of written notice of such breach sent by registered letter with acknowledgment of receipt, without prejudice to any other rights and remedies it may have under this Agreement or otherwise.
10.2 Termination for Convenience. ROBOTIQ may terminate this Agreement for convenience by giving the Customer thirty (30) days’ prior written notice. Customer may terminate this Agreement for convenience immediately by using the subscription termination feature found in the Software.
10.3 Effect of Termination. Upon termination or expiration of this Agreement, (a) all licenses and right to use the Software granted hereunder will immediately terminate, (b) upon written request, each Party shall promptly permanently erase, except as otherwise provided, the other Party’s Confidential Information (including all copies and extracts) and all other property (whether tangible or intangible) in its possession or control, and in particular ROBOTIQ shall promptly permanently erase all Customer Data still in its possession, subject to Section 4.8 of this Agreement.
10.4 Suspension. ROBOTIQ may suspend Customer’s use of the Software if it reasonably believes that it is being used in a manner contrary to the terms of this Agreement or if Customer’s use poses a security risk to the Software or other users. ROBOTIQ will notify Customer reasonably promptly of any such suspension.
10.5 Survival. All provisions of this Agreement that by their nature shall survive termination, including without limitation accrued payment obligations, Customer Data provisions, Intellectual Property provisions, warranty disclaimers, indemnification obligations and limitations of liability, confidentiality, miscellaneous, venue and governing law will survive expiration or termination of this Agreement for any reason.
11. WARRANTIES AND DISCLAIMERS
11.1 Exclusion of Representations, Warranties, and Conditions. To the fullest extent permitted by applicable laws, ROBOTIQ is providing the Software on an “as is, as available” basis and disclaims all representations, warranties and conditions, including those that may be implied or provided by law, which extends, without limitation, to any warranties of fitness for purpose, merchantability, absence of infringement of Third Party Intellectual Property Rights. ROBOTIQ disclaims all service level and customer support commitments in connection with the Software.
11.2 Disclaimers. CUSTOMER IS ADVISED TO SAFEGUARD CUSTOMER DATA AND ITS OTHER DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE OR DOCUMENTATION. IT IS UP TO THE CUSTOMER TO TAKE REASONABLE MEASURES TO PROTECT ITS OWN HARDWARE, DATA, AND/OR SOFTWARE STORED ON ITS COMPUTER EQUIPMENT AGAINST ANY DAMAGE.
11.3 CUSTOMER ACKNOWLEDGES THAT WHILE ROBOTIQ DOES OFFER ENGINEERING SERVICES, NO ENGINEERS PROVIDE ADVICE IN CONNECTION WITH PROJECTS DEVELOPED IN SOFTWARE EXCEPT WHERE A SEPARATE AND DISTINCT AGREEMENT IS ENTERED INTO WITH ROBOTIQ TO PROVIDE SUCH SERVICES. THE SOFTWARE DOES NOT PROVIDE ENGINEERING SERVICES OR ADVICE; AND THAT ANY INFORMATION CONTAINED ON, OR OUTPUTS GENERATED BY THE SOFTWARE ARE NOT INTENDED TO BE USED AS A SUBSTITUTE FOR THE ADVICE OF A LICENSED PROFESSIONAL ENGINEER AND ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE OR UP-TO-DATE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS ADVISED TO CONSULT WITH ITS OWN LICENSED PROFESSIONAL ENGINEER AND OTHER TECHNICAL EXPERTS.
12. LIMITATION OF LIABILITY
12.1 EXCEPT AS OTHERWISE PROVIDED BY LAW AND IN THE EVENT OF FRAUD OR GROSS NEGLIGENCE ON THE PART OF ROBOTIQ, THE LIABILITY OF ROBOTIQ TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, HOWEVER CAUSED, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT OF TEN THOUSAND DOLLARS.
12.2 IN NO EVENT WILL ROBOTIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
13. FORCE MAJEURE
13.1 Neither Party shall be liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from an event, circumstance or cause beyond its reasonable control and that could not have been prevented or avoided by the exercise of all due diligence, including, but not limited to: natural catastrophes, war, acts of terrorism, riots, insurrection, fires, flood, storm, explosions, acts of God, public power outages, epidemic, pandemic, domain name server issues outside its direct control, cyberattack, global internet disruption or downtime caused by third parties (including viruses, bugs or denial of service attacks), labor strikes or shortages (strikes and other labor unrest that affect only a Party), mandatory injunctions by public authorities (such as import bans, embargoes) (“Force Majeure Event”).
13.2 The Party owing the affected obligation shall notify the other Party as soon as possible of the occurrence of such a Force Majeure Event and the Agreement shall be suspended for the duration of the event in question. In all cases, the Party owing the affected obligation shall do everything in its power to avoid, eliminate or reduce the causes of the delay and resume the performance of its obligations to the fullest extent possible as soon as the event has disappeared or reduced. If performance is still impossible at the end of a period of more than 30 days from the date of the notification or as soon as performance is definitively impossible, each Party has the right to terminate the Agreement by registered letter with acknowledgment of receipt addressed to the other Party.
14. INDEMNIFICATION
14.1 Customer will defend at its expense ROBOTIQ, and each of its and its affiliates, employees, contractors, directors, suppliers, representatives (collectively “Indemnitee”), from all actions, claims, liabilities, and expenses paid or payable to a third party (including reasonable attorney fees) (“Claims”) and will pay any settlement the Indemnitee Party makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a Claim that arises from or relate to, (a) a Claim by any third party alleging that the Customer Data infringes, violates or misappropriates such third party’s Intellectual Property Right under any applicable laws, or (b) a Claim that Customer’s use of the Software or any Customer Data input into the Software violates applicable laws or the rights of any other person.
14.2 Each Indemnitee’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the Indemnitee will notify Customer in writing within a reasonable period of time of any threatened or actual Claim (provided that a failure to promptly notify shall only impact the indemnification obligations to the extent it actually hindered or prevented the defense of the Claim); (b) the Indemnitee has the option to have sole control of the defense or settlement of any Claim; and (c) the Indemnitee will reasonably assist and cooperate with the Customer to facilitate the settlement or defense of any Claim.
15. ASSIGNMENT
Neither Party may assign or otherwise transfer this Agreement or any of its rights and obligations herein, to any third party without obtaining the prior written consent of the other Party, provided however that either Party may assign this Agreement or any of its rights and obligations herein to any of its affiliates or to a party’s successor-in-interest as part of a direct or indirect change of control merger, acquisition, reorganization or sale of all or substantially all of the business or assets, or other operation of law, without obtaining the prior written consent of the other Party. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns.
16. NOTICE
Unless otherwise provided herein, all notices to Customer must be sent, when by email, to the email address set forth in the most recent subscription form, or updated information provided in Customer’s account and all notices to ROBOTIQ must be sent to support@robotiq.com.
17. MISCELLANEOUS
The failure or delay by either Party to enforce at any time the provisions of this Agreement or to request performance by the other Party of any such provision, shall in no way constitute a waiver of such provisions.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both Parties in writing. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, communications, and understandings, whether written or oral, relating to such subject matter.
In the event of any conflict or inconsistency between the Agreement documents, the following order of precedence shall apply: (a) the Data Processing Addendum; (b) the Apple Addendum; and (c) the main body of the Agreement, unless expressly stated otherwise in writing in the relevant document.
Each Party acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement in entering into it.
The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not create an association or joint-venture. Neither Party has authority to create or assume in the other’s name or on the other’s behalf any obligation, express or implied, or to act or purport to act as agent or representative on behalf of the other for any purpose whatsoever. Neither Party is the employer, employee, agent, partner or co-venturer of or with the other.
18. GOVERNING LAW
This Agreement and any action related thereto will be governed and interpreted by and under the laws applicable in the Province of Québec, Canada. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
19. VENUE
IN THE EVENT OF FAILURE TO REACH AN AMICABLE SOLUTION, CUSTOMER IN NORTH AMERICA EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE JUDICIAL DISTRICT OF MONTRÉAL, QUÉBEC, CANADA.
20. CONTACT INFORMATION
ROBOTIQ’s full legal name, address and contact information to which Customer questions, complaints or claims with respect to the Software can be directed is as follows:
Robotiq Inc.
966, chemin Olivier, Suite 500
Lévis, Québec, G7A 2N1
Canada
support@robotiq.com
1-888-966-8993
ADDENDUM A — APPLE-SPECIFIC TERMS
The terms set out below only apply to the mobile application that may be downloaded from the Apple App Store.
1. Customer acknowledges that the Agreement is concluded between ROBOTIQ and Customer and not with Apple Inc. (“Apple”). ROBOTIQ is solely responsible for the Software.
2. The license granted to the Customer for the Software is to use the Software on any Apple-branded Products that the Customer owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions (see: https://www.apple.com/ca/legal/internet-services/itunes/ca/terms.html), except that such Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. Any provision of this Agreement that conflicts with the Apple Media Services Terms and Conditions shall not be applicable.
3. Customer represents and warrants that (i) he/she/it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she/it is not listed on any U.S. Government list of prohibited or restricted parties. Customer must comply with applicable third party terms of agreement when using the Software.
4. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
5. In the event of any failure of the Software to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price, if any, for the Software to Customer; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Customer’s sole responsibility.
6. Customer acknowledges that Apple is not responsible for addressing any claims of the Customer or any third party relating to the Software or the end-user’s possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Software’s use of the HealthKit and HomeKit frameworks.
7. Customer and ROBOTIQ acknowledge that, in the event of any third party claim that the Software or the Customer’s possession and use of that Software infringes that third party’s intellectual property rights, ROBOTIQ, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
8. ROBOTIQ and Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon the Customer’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against the Customer as a third party beneficiary thereof.