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Augmentus End-User License Agreement (EULA)

Last updated: July 26, 2021

This End-User License Agreement (“EULA”) is a legally binding agreement between you (either an individual or a single corporate entity) and Augmentus Pte. Ltd. (“Augmentus”) governing the download, installation, activation, access and use of all software programs distributed, published or otherwise made available by Augmentus or its affiliates, which includes computer software and may include associated media, printed materials, and on-line or electronic documentation (collectively, the “Software”). This EULA supplements and is incorporated into the Augmentus Terms of Service, and this EULA shall be read in conjunction with the Augmentus Terms of Service and your Purchase Order. In the event of any conflict between the Augmentus Terms of Service and this EULA, the provisions of this EULA shall prevail. All terms used in this EULA shall, unless otherwise specified, bear the meanings defined in the Augmentus Terms of Service.

Upon exercising your rights to install and use copies of the Software, you irrevocably agree to be bound by the terms of this EULA which shall be valid, legally binding and enforceable against you as of the date the Software is made available for download or installation (“Effective Date”).

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. For the avoidance of doubt, the Software shall be licensed, and not sold, to you upon the terms and conditions contained in this EULA.

Augmentus reserves the exclusive right to periodically update this EULA unilaterally at its discretion at any time, by posting the new EULA at the following URL: https://augmentus.tech/legal-end-user-license/. Your use of the Software after the posting of any modifications to this EULA will constitute your acceptance of the terms and conditions of this EULA, as modified, without any further action being required on your part.

BY CLICKING “I AGREE”, OR BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE, JURISDICTION OF RESIDENCE AND, IF YOU ACCEPT OR AGREE TO THIS EULA ON BEHALF OF A COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”), YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS EULA AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY AND (2) YOU (AND WHERE APPLICABLE, THE LEGAL ENTITY WHICH YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE.

 

1. GRANT OF LICENSE.

1.1 License. Subject to payment of the applicable license fees and compliance with this EULA, Augmentus grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install, activate, access and use the Software on your permitted devices in accordance with the terms of this EULA.

1.2 License Fees. You shall pay the license fees set out in the Purchase Order subject to the terms and conditions of the Agreement.

1.3 Term and Termination. If the Software is licensed for a specified term, the license granted to you shall be valid solely for such specified term. Your right to use the Software begins on the date the Software is made available for download or installation and continues until the end of the specified term, unless otherwise terminated in accordance with this EULA. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA. Upon termination or expiry of the specified term, the license granted to you shall expire and you shall discontinue all uses of the Software and Augmentus’ intellectual property and return all material containing Augmentus’ intellectual property.

1.4 Updates and Upgrades. From time to time, Augmentus may issue Updates and Upgrades to the Software. For so long as you have a valid Software license, you are eligible to receive such updates and upgrades.

 

2. TERMS OF LICENSE

2.1 Access and Use. You may download, install, activate, access and use the Software on such number of instances of the Software which you have subscribed for. You do not have any right to distribute the Software. You agree to only use the Software as expressly permitted herein.

2.2 Third-Party Software. Notwithstanding the provisions of this EULA, all or any portion of the Software which constitutes third-party software is licensed to you subject to the terms and conditions of the software license agreement accompanying such third-party software whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the third-party software by you shall be governed entirely by the terms and conditions of such license.

2.3 Compliance with Applicable Laws. You shall comply with all applicable laws, orders and consents (including all conditions imposed thereon) regarding the use of the Software.

2.4 Restrictions on Use. Except to the extent that such restriction is not permitted under applicable law, you are not permitted to, and you agree not to, reverse engineer, decompile, disassemble or create derivative works of or modify the Software. Unauthorized copying of the Software or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this EULA and you agree that it will constitute immediate, irreparable harm to Augmentus for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.

2.5 Consent to Use of Statistical Data. You acknowledge and agree that Augmentus may:

(a) collect and use data regarding your use of the Software (including data collected in performing backup operations and technical information provided by you in relation to the receipt of support services) to generate anonymised and aggregated statistical and analytical data (“Statistical Data”); and
(b) use the Statistical Data for Augmentus’ internal research and product development purposes (including to improve the Software) and to conduct statistical analysis.

 

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Software. You hereby acknowledge and agree that Augmentus is the sole legal and beneficial owner of all rights, title, benefits and interests in and to the Software, including all customisations, Updates, Upgrades, modifications, derivative works and all Intellectual Property Rights relating thereto, any sales, marketing and promotional materials relating thereto, and all documents and other copies and tangible embodiments of all of the foregoing.

3.2 Statistical Data. All rights (including Intellectual Property Rights), title, benefits and interests in and to the Statistical Data shall be and remain the property of Augmentus.

3.3 User Content. All rights (including Intellectual Property Rights), title, benefits and interests in and to the User Content shall be and remain your property.

3.4 Your Rights. Your rights to use the Software are strictly limited to those expressly granted under the Terms of Service and this EULA. No other rights with respect to the Software or any related Intellectual Property Rights are granted or implied and you shall not claim, any rights, title, ownership or interest in and to the Software, and/or any deliverables provided by Augmentus under the Terms of Service or this EULA, including all modifications, upgrades, derivative works and all intellectual property relating thereto, or any sales, marketing and promotional materials relating thereto. You agree to use reasonable efforts to protect the Software from any unauthorized use, modification, reproduction, distribution and publication.

3.5 Feedback. Augmentus shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Software any suggestions, enhancement requests, recommendation or other feedback provided by you relating to the Software.

3.6 Restrictions and Prohibitions. In relation to Augmentus’ Intellectual Property Rights and the license granted by Augmentus to you under Section 1, and in addition to Section 2.4:
(a) you shall not, and shall not permit any person to, access or use any part or component of the Software for any purpose or in any manner other than as set out in this EULA;
(b) you shall not, and shall not permit any person to, access or use any part or component of the Software in any way that could damage the reputation of Augmentus or the goodwill or other rights associated with the Software;
(c) you shall not, and shall not permit any person to, do anything that will or might (whether directly or indirectly) affect, compromise, prejudice or conflict with Augmentus’ Intellectual Property Rights in any manner;
(d) you shall not, and shall not permit any person to (save as otherwise permitted in the Terms of Service or this EULA), copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post or re-publish to other applications or websites, change, or distribute, license, sub-license, transfer or otherwise make available to any third party any aspect of Augmentus’ intellectual property (including the Software) in any manner;
(e) you shall not, and shall not permit any person to, use Augmentus’ intellectual property (including the Software) or any materials incidental thereto to develop any products or services (including any software, hardware or firmware) that is competitive with the Software. Any such modifications shall immediately become the sole and exclusive property of Augmentus and Augmentus shall own all right, title and interests to such modified products, and any and all copyrights, patents and trade secrets related thereto; and
(f) you shall advise Augmentus of any technical improvements or inventions made by you or any other party on its behalf relating to the Software. All such improvements or inventions shall become the property of Augmentus, and you agree to execute any and all documents requested by Augmentus in order to perfect its rights thereof, and any and all Intellectual Property Rights relating thereto.

3.7 Your Undertakings. You agree that you will not, directly or indirectly, challenge or contest the validity of Augmentus’ Intellectual Property Rights, or any registrations thereof and/or applications therefore in any jurisdiction, or the right, title and interest of Augmentus therein and thereto, nor will you claim or register any interest in the Augmentus’ Intellectual Property Rights in any jurisdiction, other than the rights expressly granted under the Terms of Service or this EULA. All present and future right in and to any Intellectual Property Rights of any kind including without limitation all rights arising out of trade secrets, patents, copyrights, trademarks, service and other marks, know-how and any other proprietary rights of any type under any applicable laws shall, at all times be and remain the sole and exclusive property of Augmentus and/or its licensors and affiliates, as the case may be.

3.8 Further Assurance. You undertake and agree to cooperate with and assist Augmentus in the protection of all Intellectual Property Rights (including but not limited to trademarks, patents, or copyrights) owned by and/or licensed to you (including any rights relating to the Software) and shall inform Augmentus immediately of any infringements or other improper action relating thereto that may come to your attention.

3.9 For the purposes of this Section 3:
“Intellectual Property Rights” means intellectual property rights of any kind including, without limitation, all rights in or arising out of patents, trade, service and other marks, registered designs (and applications for all of the same), copyrights and rights affording equivalent protection to copyrights, database rights, mask work rights, design rights, moral rights, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar corresponding proprietary rights and all applications for the same, trade, product, brand and business names, logos, get-ups, inventions, discoveries, improvements, derivative works, designs, techniques, computer programs, trade secrets, supply distributorship agency and other like agreements, technical and commercial know-how and confidential processes, and information including rights acquired under licences or other agreements in connection with any of the same, all derivatives and full right to all intellectual property and legal protection relating to the same and in every case (unless the context otherwise requires), whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights; and

“Updates” means a hotfix, patch or minor version update to the Software;

“Upgrades” means a major version upgrade of the Software;

“User Content” means all user input (in the form of 3D models, 3D scans, robot programming scripts, text, graphics or otherwise) which is entered by you into the Software and all resultant content created or generated by the Software processing such input by you, excluding any components of Augmentus’ intellectual property contained therein or used in connection therewith).

 

4. DISCLAIMERS

4.1 Disclaimer of Warranties.

4.1.1 YOU AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, ACCURACY AND EFFORT. Use of the Software may adversely affect the operation of other software and devices. To the maximum extent permitted under applicable law, the Software is offered on an “AS-IS” basis and Augmentus does NOT warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free or that such errors will be corrected. Software is inherently subject to bugs and potential incompatibility with other software and hardware. You should not use the Software for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.

4.1.2 EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE SOFTWARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUGMENTUS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND THIRD PARTY SOFTWARE “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE AND THIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUGMENTUS OR AN AUGMENTUS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states / jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to User in its entirety. To the extent applicable law requires Augmentus to provide warranties, you agree that the scope and duration of such warranty shall be to the minimum extent permitted under such applicable law.

4.1.3 IN NO EVENT DOES AUGMENTUS PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD-PARTY HARDWARE OR SOFTWARE WITH WHICH THE SOFTWARE IS DESIGNED TO BE USED, AND AUGMENTUS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

4.2 Performance Disclaimer. By installing and using the Software, you understand and accept that the operation of the Software and its performance may be subject to a variety of factors out of the control or beyond the knowledge of Augmentus (such factors include, but are not limited to, environmental conditions, overall design of your systems, sufficient knowledge possessed by you or your staff, whether in relation to the installation and operation of the Software or otherwise). You acknowledge that certain performance parameters of the Software may be affected by such factors and Augmentus has no means of predicting, assessing or preventing the occurrence or effects of such factors. You expressly agree that you understand the Software is only a part of a programming system, and other components of the programming system are not provided by Augmentus, but such other components may affect the overall operation and functionality of the Software. You hereby undertake not to make any claim against Augmentus for any failure or compromised performance of the Software or any direct or indirect consequence of such failure or compromised performance.

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