iRobot End-User License Agreement
iRobot End-User License Agreement
Important - read before using. Do not use the robot ("Roomba") accompanying this license agreement ("Agreement") until you have carefully read and agreed to the following terms and conditions. By using the Roomba, you agree to be bound by the terms of this Agreement and any amendment or addenda accompanying this Agreement. If you do not agree to these terms, do not use the Roomba.
The Roomba contains an electronic and software interface that allows you to control or modify its behavior, and remotely monitor its sensors. For software programmers interested in giving Roomba new functionality, we encourage you to do so subject to the terms of this Agreement. For more information, visit www.irobot.com.
Terms and Conditions
- License Grant: Subject to all of the terms and conditions of this Agreement, iRobot Corporation ("iRobot") grants you a revocable, royalty-free, personal, non-exclusive, non- transferable, non-assignable, non-commercial intellectual property license: (1) to use the iRobot software contained on the Roomba, including the protocol for communicating with the iRobot software contained on the Roomba ("iRobot Software"), to use the Roomba and (2) to distribute software that you develop for your Roomba ("Your Software").
- Noncommercial License: You may use the iRobot Software and the Roomba only for personal, noncommercial, educational, and research purposes. The iRobot Software and the Roomba may not be used for any other purpose, whether "for profit" or "not for profit." Any work performed or produced using the Roomba, including Your Software, cannot be performed or produced for the benefit of other parties for a fee, compensation, or any other reimbursement or remuneration. A separate license is required for each additional use and/or individual user in all other cases. If you are an entity, iRobot grants you the right to designate one individual within your organization to have the sole right to use the iRobot Software and the Roomba in the manner provided above.
- Commercial License: If you would like to request a commercial license for your use of the iRobot Software or the Roomba, or for the distribution of Your Software, please contact email@example.com. iRobot reserves the right to refuse your request for any reason or no reason at all, solely in its discretion.
- License Restrictions: You may NOT: (i) use or copy the iRobot Software or the Roomba except as provided in this Agreement; (ii) rent or lease the iRobot Software or the Roomba to any third party; (iii) assign this Agreement or transfer the iRobot Software or the Roomba except as provided in this Agreement; (iv) modify, adapt, or translate the iRobot Software or the Roomba in whole or in part except as expressly provided in this Agreement; (v) reverse engineer, decompile, or disassemble the iRobot Software or the Roomba; or (vi) distribute, sublicense or transfer the source code form of Your Software and derivatives thereof to any third party except as provided in this Agreement.
- Your Software: Use and distribution of Your Software is also subject to the following limitations: You (i) shall be solely responsible for any update or support obligation or other liability which may arise from your use or distribution, (ii) shall not make any statement that Your Software is "certified," or that its performance is guaranteed, by iRobot, (iii) shall not use iRobot’s name or trademarks, (iv) shall prohibit disassembly and reverse engineering of the iRobot Software and the Roomba, (v) shall not publish reviews of iRobot products designated as beta without written permission from iRobot, and (vi) shall indemnify, hold harmless, and defend iRobot and its suppliers from and against any claims or lawsuits, including attorney’s fees, that arise or result from Your Software, including your use and your distribution.
- Title: Title to the iRobot Software remains with iRobot or its suppliers. The iRobot Software is licensed, not sold. The iRobot Software and the Roomba are copyrighted and patented and are protected by the laws of the United States and international treaty provisions. Except as expressly provided herein, iRobot does not grant any express or implied right to you under iRobot patents, copyrights, trademarks, or trade secret information. You will not remove any copyright or patent notice from the iRobot Software or the Roomba.
- One-time transfer: The initial user of the iRobot Software and the Roomba may make a one-time permanent transfer of this Agreement, the iRobot Software, and the Roomba to another end user, provided the initial user retains no copies of the iRobot Software and the Roomba. This transfer must include the iRobot Software, the Roomba, and all of the materials accompanying the Roomba (including all component parts and printed materials, any upgrades, and this End User License Agreement document). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the iRobot Software and the Roomba must agree to all the terms of this Agreement.
- No warranty and limited replacement: EXCEPT AS STATED IN THE LIMITED WARRANTY TO THE ORIGINAL PURCHASER, THE IROBOT SOFTWARE AND THE ROOMBA ARE PROVIDED "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IROBOT OR ITS AGENTS SHALL CREATE A WARRANTY. If the iRobot Software or the Roomba is found to be defective in material or workmanship under normal use for a period of one (1) year from the date of receipt, iRobot’s entire liability and your exclusive remedy shall be the replacement of the iRobot Software or the Roomba. This offer is void if the defect results from accident, abuse, misapplication, or Your Software. Any updates or supplements to the iRobot Software or the Roomba provided to you after the expiration of the one (1) year period are not covered by any warranty or condition, express, implied or statutory. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- Limitation of Liability: THE ABOVE REPLACEMENT PROVISION IS THE ONLY WARRANTY OF ANY KIND. IROBOT OFFERS NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NON INFRINGEMENT OF THIRD- PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER IROBOT NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, VICARIOUS LIABILITY, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE IROBOT SOFTWARE, THE ROOMBA, OR YOUR SOFTWARE, EVEN IF IROBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Unauthorized Use: THE IROBOT SOFTWARE AND THE ROOMBA ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE USE OF THE IROBOT SOFTWARE OR THE ROOMBA COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. Should you use the iRobot Software or Roomba for any such unintended or unauthorized use, you shall indemnify and hold iRobot and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that iRobot was negligent regarding the design or manufacture of the iRobot Software, the Roomba, or any part or portion thereof.
- User Submissions: You agree that any material, information or other communication, including all data, images, sounds, text, and other things embodied therein, that you transmit or post to an iRobot website or provide to iRobot ("Communications") will be considered non-confidential. iRobot will have no confidentiality obligations with respect to the Communications. You agree that iRobot and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications, including derivative works thereof, for any and all commercial or non- commercial purposes without the payment of any royalty to you, and that such license will survive the termination of this Agreement.
- Termination: This Agreement becomes effective on the date you accept this Agreement and will continue until terminated as provided for in this Agreement. You may terminate this Agreement voluntarily at any time. iRobot may terminate this Agreement at any time if you are in breach of any of its terms and conditions, and may refuse to license the iRobot Software or the Roomba to you after termination. Upon termination by either party, you will immediately return to iRobot or destroy the iRobot Software and the Roomba and all your copies thereof. Articles 6 and 8 through 18 of this Agreement shall survive such termination.
- U.S. Government Restricted Rights: The iRobot Software and the Roomba are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the iRobot Software or the Roomba by the Government constitutes acknowledgment of iRobot’s rights in them.
- No Export: You may not export the iRobot Software or the Roomba in violation of applicable export laws.
- Interpretation: The provisions of this Agreement are severable. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement.
- Integration: This Agreement represents the complete agreement concerning the subject matter hereof, and any and all understandings, conversations and communications, proposals, and counterproposals, oral and written (including any draft of this Agreement) are merged into and superseded by this Agreement and shall be of no force or effect, except as expressly provided herein. No such understandings, conversations, communications, proposals, counterproposals or drafts shall be referred to in any proceeding concerning this Agreement. Further, no understanding contained in this Agreement shall be modified, altered or amended, except by a writing signed by the party against whom enforcement is sought.
- Arbitration: All disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration. Any arbitration relating to this Agreement shall be held in Burlington, Massachusetts, under the auspices of an arbiter selected by iRobot. Any litigation relating to this Agreement shall be subject to exclusive venue and jurisdiction in the federal and state courts of Massachusetts, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses.
- Applicable Laws: Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts, without regard to its principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
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iRobot and Roomba are registered trademarks of iRobot Corporation.[00227.0710.v1]