End User Licence Agreement
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT
This license agreement (“License”) is a legal contract between you (“Licensee” or “you”) and iRobot Corporation located at 8 Crosby Drive, Bedford, Massachusetts 01730, USA (“iRobot” or “we”) for Preinstalled Software , graphics, look, finish, content, or data on iRobot’s device (the “iRobot Device”), including any updates subsequently made available for download for installation on iRobot’s Device (“Software Materials”), and all associated media, printed materials, and online documents (“Documentation”) provided with the Device by iRobot,and all iRobot intellectual property rights on or related to the iRobot Device (including the Software Materials or Documentation) (collectively, “iRobot Intellectual Property”).
BY [OPENING THE PACKAGING] [USING THIS PRODUCT] YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE ARE UNWILLING TO LICENSE THE IROBOT INTELLECTUAL PROPERTY TO YOU AND YOU MUST RETURN THE IROBOT DEVICE, ALONG WITH ALL DOCUMENTATION AND ITS PACKAGING UNDAREA, TO YOUR DISTRIBUTOR OR TO IROBOT CORPORATION IMMEDIATELY RETURN A REFUND OF THE PURCHASE PRICE.
Your use of (a) the website at www.iRobot.ch and iRobot.chsub-domains (each, a “Site”), (b) the services provided through the Site (and any updates thereto) (“Site Services”), and (c) certain software products (and any updates thereto) that you download to your mobile Download device (“Mobile Software”) subject to Terms of Service. Your purchase of the Product (excluding iRobot Intellectual Property) is subject to iRobot’s Limited Warranty, the terms of which are provided with the Device by iRobot. This End User License Agreement (EULA) does not govern your use of the Website, the Website Services, or the Mobile Software, or your purchase of the Product (excluding iRobot Intellectual Property).
1) GRANT AND SCOPE OF LICENSE
a) Subject to your agreement that you will comply with the terms of this Agreement, iRobot hereby grants you a non-exclusive and limited license to use the iRobot Intellectual Property in the United Kingdom subject to the terms of this License.
b) The license is for a single device and you may only use the iRobot Intellectual Property in connection with one iRobot device.
c) You may:
i) use the iRobot Intellectual Property only in connection with the non-commercial use of your iRobot Device and not use it independently of your iRobot Device or for any other purpose;
ii) receive and use free supplemental software code or iRobot Intellectual Property updates as may be made available by iRobot from time to time;
iii) use the Documentation in support of the use permitted under the License and make as many copies of the Documentation as are necessary for the lawful use of iRobot’s Device or the Documentation.
2) LICENSEE REPRESENTATIONS
a) Except as expressly provided in this License or as otherwise expressly provided by applicable local law, you warrant:
i) not to copy iRobot’s Intellectual Property, unless such copying is consistent with normal use of iRobot’s Device or is necessary for backup or operational security purposes;
ii) rent, transfer, lease, sublicense, lend, translate, merge, adapt, alter or modify the iRobot Intellectual Property;
iii) not to make any changes or modifications to the iRobot Intellectual Property, in whole or in part, and not to permit the iRobot Intellectual Property or any part thereof to be combined with or incorporated into any other program or device, except for normal use of iRobot’s device;
iv) disassemble, decompile, reverse engineer or create derivative works based on all or part of the iRobot Intellectual Property, or attempt to do so, except to the extent that such actions cannot be prohibited (by applicable law or regulation), because they are essential to the interoperability of iRobot’s intellectual property with another software program;
v) use the iRobot Intellectual Property and iRobot Device in a lawful manner and in accordance with any local, national or international laws and regulations; in particular, your use must not:
(1) infringe any existing copyright, database, trademark or other intellectual property right of any person;
(2) is likely to deceive another person, violate a legal obligation such as a contractual or confidentiality obligation, or encourage any illegal activity;
(3) threaten, slander, abuse, invade the privacy of, annoy, disturb or cause needless anxiety to any other person, or is likely to harass, upset, embarrass, alarm or annoy any other person.
(4) used to impersonate any person or to misrepresent your identity or organizational affiliation to others, or falsely suggest your affiliation with us; and
(5) intended to unlawfully penetrate or disrupt any network or telecommunications system.
b) Separately, in connection with the transfer of ownership of your Device from iRobot, all rights to use the iRobot Intellectual Property under this License may be transferred on a one-time basis to another party on a permanent basis. This requires the following: (i) the transfer must include your iRobot Device and you must transfer all rights granted by this License; (ii) you retain no copies of iRobot’s Intellectual Property, including any copies stored on any computer or other storage medium; and (iii) you transmit the terms of this License to the party who takes possession of iRobot’s Device and make clear that the receiving party’s use of the iRobot Intellectual Property is governed by these Terms.
3) AUTOMATIC SOFTWARE UPDATES
iRobot may, from time to time, develop patches, bug fixes, updates, upgrades and other changes to improve or otherwise alter the performance of iRobot’s Intellectual Property (“Updates”). These may be automatically installed without separate notification or additional consent being obtained. You agree to these automatic updates. If you do not wish to receive updates, you must stop using the device from iRobot. You acknowledge that you may be required to install updates in order to use iRobot’s Device and iRobot Intellectual Property, and you agree to promptly install updates provided by iRobot. Your continued use of iRobot’s device after an update constitutes your continued acceptance of this license.
4) THIRD PARTY MATERIALS
Some elements of iRobot’s Device may contain third-party software or other proprietary materials (“Third-Party Materials”). The Third Party Materials are licensed by iRobot and all intellectual property rights in the Third Party Materials remain the property of their respective owners and licensees. Unless we state otherwise, you are licensed to use the Third Party Materials on the same terms that apply to this license.
5) THIRD PARTY SERVICES
a) iRobot’s device and iRobot Intellectual Property enable access to certain third-party services and websites (“Third-Party Services”). Use of Third Party Services requires Internet access and may require your agreement to additional terms.
b) Please note that we do not operate or control third party services. This also applies to all content and data accessed when using these services from third parties. The interactions between you and third parties through the Third Party Services are solely between you and that third party. Therefore, all of your interactions with a third party are governed by that party’s terms and policies, and not ours. Complaints, questions and claims related to problems or transactions with third parties should therefore be submitted to the relevant third party.
c) We have no guarantee, liability or responsibility (whether in contract, tort or otherwise) to you for your use of the Third Party Services.
6) OPEN SOURCE
Some elements of the Product Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some open source software components are owned by third parties. The Open Source Software is not subject to the terms of this End User License Agreement (EULA). Instead, each open source software component is licensed under the terms of the end user license that accompanies that open source software. Nothing in this End User License Agreement (EULA) limits your rights under the terms of any relevant end user license for the Open Source Software or grants you rights in lieu of the terms of any relevant end user license for the Open Source Software. When required by a license for a specific open source software,
7) INTELLECTUAL PROPERTY RIGHTS
a) You acknowledge that all rights in the iRobot Intellectual Property worldwide belong exclusively to iRobot, that the rights in the iRobot Intellectual Property are only licensed (and not sold) to you and you have no rights in the iRobot Intellectual Property other than the right to use it in accordance with the terms of this license.
b) The integrity of iRobot’s intellectual property is protected by Technical Protection Measures (TPM) to prevent misuse of iRobot’s intellectual property rights, including copyright. You may not attempt to remove or circumvent this TPM, or use, manufacture, import, distribute, sell, rent, offer, demonstrate, offer for sale or rent, or possess for personal or commercial purposes any aid whose sole purpose is to remove or bypass this TPM in an unauthorized manner.
8) WARRANTY AND LIABILITY
a) You acknowledge that:
i) the iRobot Intellectual Property was not developed to meet your personal requirements and you are therefore solely responsible for ensuring that the facilities and functions of the iRobot Intellectual Property meet your requirements;
ii) You are solely responsible for the use of iRobot’s Device and related decisions and use the iRobot’s Device at your own risk;
iii) iRobot’s Intellectual Property may not be error-free and your use of it may be interrupted or otherwise affected.
b) With this in mind, the iRobot Intellectual Property and any Third Party Materials are provided “AS IS” and we make no warranties, representations, conditions, or commitments as to the performance, quality, or suitability of the iRobot Intellectual Property or the Third Party Materials.
c) Except as otherwise provided in this License, all warranties, representations, conditions and terms implied by statute or common practice are excluded to the fullest extent permitted by law.
9) LIABILITY OF LICENSOR
a) Nothing in this License shall limit or exclude either party’s liability for:
i) death or personal injury caused by negligence;
ii) fraud or fraudulent misrepresentation;
iii) breach of provisions of the Sale of Goods Act 1979;
iv) breaches of the Consumer Protection Act 1987.
b) iRobot’s maximum aggregate liability under this License or in connection with this License or any accompanying agreements, whether in contract, tort (including negligence), or otherwise, shall in any event be limited to the amount you pay for the device paid for by iRobot.
a) iRobot may terminate this License immediately upon written notice to you if you are materially or persistently in breach of this License and fail to cure it within 14 days of sending you a request to do so (if it can be cured).
b) In the event of termination for any reason:
i) All rights granted to you under this License shall lapse; and
ii) You must cease all activities authorized by this License.
11) EXPORT COMPLIANCE
iRobot intellectual property and related technology are subject to United States export control laws and may be subject to export or import regulations of other countries. You agree to comply with all laws and regulations that apply to you.
12) TRANSFER OF RIGHTS AND OBLIGATIONS
a) This License is binding on you and on us and on your and our successors and assigns.
b) We may transfer, assign, subcontract or otherwise dispose of this License and any of our rights or obligations hereunder at any time during the period of validity of this License.
All notices you send to iRobot must be sent to [iRobot Corporation] at [8 Crosby Drive, MA 01730, USA]. iRobot may send you notices to the email address [or postal address] that you have registered with iRobot. A message is deemed to have been correctly delivered 24 hours after an e-mail is sent or three days after a letter is posted. To prove delivery of a notice, in the case of mail, it is sufficient to show that the letter was correctly addressed, postmarked and posted; in the case of an e-mail message, it is sufficient that the message was sent to the specified e-mail address of the recipient.
14) EVENTS BEYOND LICENSOR’S CONTROL
a) iRobot shall have no liability for any failure or delay in performance of its obligations under this License if caused by events beyond its control (Force Majeure Events).
b) Force Majeure Events means any act, event, lack of action, omission or accident which is reasonably beyond our control. In particular, this includes (but is not limited to):
i) strikes, lockouts or other actions of this kind;
ii) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), threat of war or preparation thereof;
iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
iv) impossibility to use rail, ship, airplane, road vehicle or other public or private means of transport;
v) the impossibility of using public or private telecommunications networks;
vi) Acts, ordinances, laws, regulations or restrictions of any government or authority.
c) iRobot’s performance under this License will be deemed to be suspended for the duration of the Force Majeure Event and our time to perform will be extended by the relevant period. We will make all reasonable efforts to end the effects of the Force Majeure Event or find a solution that allows us to perform our obligations under this License despite the occurrence of a Force Majeure Event.
a) Our failure to insist upon strict performance of your obligations under this License or any compensation to which this License entitles us during the term of this License will not constitute a waiver by us of, and you remain bound by, any such right or compensation to meet these obligations.
b) A waiver of action in the event of non-compliance with the license terms does not imply that it applies to further non-compliance.
c) No waiver by us of any enforcement of these Terms shall be effective unless expressly stated as such and notified to you in writing.
16) SEVERABILITY CLAUSE
If any provision of this License is held by any authority having jurisdiction to be invalid, illegal, or in any way unenforceable, that provision will be severed from the remaining terms and provisions, and they will remain in effect to the fullest extent permitted by law.
17) THE ENTIRE AGREEMENT
a) This License and any document expressly referred to in it constitutes the entire agreement between us and you and supersedes any prior understandings, agreements or contracts relating to the licensing of iRobot’s intellectual property.
b) Both parties acknowledge that, after signing this Agreement (and the documents referred to in it), neither party will rely on any statement, promise, assurance or guarantee (representation) of any person (whether party to this Agreement or not) that is not expressly mentioned in this license or in the documents referred to.
c) Both parties acknowledge that our only rights and remedies under any warranty are those provided by this License for breach of contract.
a) This License, its subject matter and formation (including any non-contractual dispute or claim) shall be governed by English law and each party submits to the non-exclusive jurisdiction of the English courts without prejudice to your rights as a consumer to bring legal proceedings in your country of residence.
b) You acknowledge that the Product Software contains valuable trade secrets and proprietary information of iRobot and that any actual or threatened violation of Section 2 (Restrictions) of this End User License Agreement (EULA) will result in immediate and irreparable harm to iRobot, for which monetary compensation is available not suffice as compensation and that claims for injunctive relief can be asserted in such cases.
This policy was last modified on 09/30/2016 and is effective as of that date.