Veo Robotics Software
End User License Agreement
This Software End User License Ageement (this “EULA”) is between Veo Robotics, Inc. (“Veo”), and you or, if you represent a legal entity, the legal entity you represent (collectively, “You” or “Licensee”). If You are entering into this EULA on behalf of a legal entity, you represent that you have the legal authority to bind that legal entity to this EULA.
THIS EULA GOVERNS YOUR USE OF AND ACCESS TO THE SOFTWARE (AS DEFINED BELOW). PLEASE READ THIS EULA CAREFULLY AS IT INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS. BY CLICKING “ACCEPT” AND/OR USING, RUNNING, OR ACCESSING THE SOFTWARE REFERENCED IN AND/OR ACCOMPANYING THIS EULA, YOU ACCEPT AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS EULA, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, YOU ARE NOT PERMITTED TO PURCHASE THE PRODUCTS OR DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. DEFINITIONS
“Documentation” means the documentation or manuals made generally available by Veo to its licensees, whether in written or electronic form.
“Hardware” means the FreeMove system purchased by Licensee.
“Software” means the object code version of the FreeMove Studio software and all software provided with the Hardware and any updates thereto.
“System” refers to the Hardware, Software and Documentation that is provided to the Licensee by Veo.
2. SOFTWARE LICENSE
2.1 License Grant. Subject to the terms and conditions of this EULA, Veo grants to Licensee a non-exclusive, non-transferable, limited license to use and install updates as provide, the Software, solely for Licensee’s internal business purposes, and in accordance with the Documentation. All rights not specifically granted to Licensee herein are retained by Veo.
2.2 Licensee Limitations. Except as otherwise specifically permitted under Section 2.1, Licensee shall not use, copy, modify, create derivative works of, distribute, sell, assign, sublicense, lease, loan, rent, timeshare, provide access to, or transfer to a third party the Software, nor permit any third party to do any of the foregoing. Licensee may not (i) derive or attempt to derive the source code of all or any portion of the Software provided to Licensee in object code form, (ii) permit any third party to derive or attempt to derive such source code, (iii) reverse engineer, decompile, disassemble, or translate the Software or the System or any part thereof; or (iv) perform or disclose benchmarks or other comparisons of the Software without Veo’s prior written consent. The Software may be used only in connection with the System and the FreeMove Studio software can only be used to configure the System.
2.3 No Implied License. Licensee acknowledges and agrees that this EULA in no way shall be construed to provide to Licensee, or any third party, any express or implied license to use, copy or otherwise exploit the Software or any portion thereof (including any intellectual property embodied therein) except as expressly set forth in Section 2.1.
3. OWNERSHIP
Except for the license granted hereunder, all rights, title and interests, including without limitation all worldwide patent, copyright, trademark, trade secret and any other rights in and to the Software are retained by Veo and its licensors. Licensee agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of Veo or its licensors in and to such intellectual property rights.
4. OPEN SOURCE.
The terms and conditions of this EULA shall not apply to certain open source software accompanying the Software. Such open source software is provided under the terms of the applicable open source license agreement as further described at: https://www.veobot.com/licenses.
5. DISCLAIMERS.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY VEO TO LICENSEE UNDER THE GENERAL TERMS AND CONDITIONS OF SALE PURSUANT TO WHICH LICENSEE PURCHASED THE SYSTEM (THE “TERMS”), TO THE FULLEST EXTENT ALLOWED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND VEO HEREBY DISCLAIMS AND MAKES NO EXPRESS OR IMPLIED WARRANTY UNDER THIS EULA WITH RESPECT TO ANY OF THE SOFTWARE, SYSTEMS, OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; (2) RELATING TO THIRD-PARTY PRODUCTS, SOFTWARE OR SERVICES; (3) RELATING TO THE PERFORMANCE OF ANY SYSTEM OR SOFTWARE; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE SYSTEM OR SOFTWARE OR THE RESULTS OF ANY RECOMMENDATION BY VEO.
6. TERM; TERMINATION
Should Licensee materially breach any of its obligations hereunder or its obligations set forth in the Veo General Terms and Conditions of Sale, this EULA shall automatically terminate. Upon termination of this EULA, the license granted herein shall immediately terminate and Licensee must cease all use of the Software. Sections 1 and 3-7 shall survive the termination of this EULA.
7. GENERAL
This EULA (including the license granted herein) may not be assigned or in any way transferred without the prior written consent of Veo. This EULA shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, U.S.A., excluding both its choice of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. The original of this EULA has been written in English. If any provision of this EULA is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. This EULA may not be modified except by a written EULA signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a written EULA signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.