End-User Software License Agreement This Limited End-User Software License Agreement (the "Agreement") is a legal agreement between you ("Licensee"), the end-user, and Aldebaran Robotics SAS having its registered office at 168-170 Rue Raymond Losserand, 75014 Paris, France, registered with the trade and companies register of Paris under number 483 185 807 (hereinafter "Aldebaran") for the use of the " Aldebaran Software Toolkit " ("Software"). By using this software or storing this program on a computer or robot hard drive (or other media), you are agreeing to be bound by the terms of this Agreement. If you do not agree to any of the terms of this agreement uninstall and delete the software from all storage media. ARTICLE 1 - RIGHTS GRANTED ALDEBARAN grants to the LICENSEE a personal, non-exclusive, non-transferable, non sub-licensable right to install and use the Software and the Documentation (if any), for the duration of the applicable intellectual property rights. ALDEBARAN shall have the right to make update and/or upgrade of the Software. However this Agreement does not grant any right on any update or upgrade of the Software. In the event ALDEBARAN provided an upgrade or upgrade of the Software which is not used by Licensee will not benefit from warranties given by ALDABARAN within this Agreement (as far as permitted by the applicable law). ALDEBARAN may discontinue or change the Software, at any time or for any reason, with or without notice. To avoid any misunderstanding it is agreed that ALDEBARAN has no right to operate a change on the LICENSEE's device where the Software is install without its consent. This Agreement does not grant any right to any Third-Party Software. Some Third-Party Software may be needed to permit the Software to operate properly. Even in such event ALDEBARAN is not granting any right on the Third-Party Software. The Third-Party Software remains subject to the specific licenses applicable to each Third-Party Software and as described in their related applicable documentation. Licensee shall on his owns decide to either accept or not the applicable terms and conditions related to Third-Party Software. Licensee accepts and understands that refusing the terms and conditions applicable to Third-Party Software may impact in whole or in part the use of the Software. ARTICLE 2 - OBLIGATIONS OF THE LICENSEE LICENSEE agrees to the following: - The LICENSEE shall strictly comply with the user instructions set forth in the Documentation; - Even if LICENSEE keeps its right of objectively critic the Software, the LICENSEE shall not take any action to impair the reputation of the Product, the trademarks of ALDEBARAN or its licensors and any other product of ALDEBARAN or its licensors; - LICENSEE shall in no event use the Software for any illegal, defaming, pornographic or detrimental activities; - The LICENSEE shall use the ALDEBARAN name and trademarks only in the manner prescribed by ALDEBARAN in writing; - The LICENSEE shall inform ALDEBARAN of any potential defects discovered when using the Product; - The LICENSEE shall notify ALDEBARAN promptly of any legal notices, claims or actions directly or indirectly relating to the Software against a third party and not enter into or compromise any legal action or other proceeding relating to the Software without the prior written consent of ALDEBARAN; - The LICENSEE shall not use, without the prior written consent of ALDEBARAN, the Software for the benefit of third parties in any manner, and in particular: (a) not sell, resell, lease, transfer, license or sublicense or otherwise provide the Software to any third party, and, in a more general manner, not communicate all or part of the Software to any third party; (b) not charge or otherwise deal in or encumber the Software; - The LICENSEE shall not delete, remove or in any way obscure the proprietary notices, labels or marks of ALDEBARAN or its licensors on the Software and conspicuously display the proprietary notices, labels or marks on any copy of the Software; - Except otherwise expressly agreed the LICENSEE shall not alter, modify, decompile, disassemble, or reverse engineer the program code or any other part of the Software, in whole or in part, except in the events and only to the extent expressly provided by law. However, even if the law authorizes the above acts, LICENSEE shall give ALDEBARAN a written notice seven (7) calendar days prior to the date on which these acts are scheduled to take place and allow a representative of ALDEBARAN to be present during these acts; - Except otherwise expressly agreed the LICENSEE shall not develop any other software programs or derivative works on the basis of the Software. Any such software program or derivative work shall in no case be sold, assigned or licensed by the LICENSEE; - To avoid any misunderstanding it is agreed that LICENSEE shall have the right to use and exploit the result given by the use of the software in conformity of this license agreement. - The LICENSEE shall not use the Software for illegal purposes or in illegal manner, including in violation of the intellectual property rights of ALDEBARAN or any third party; - The LICENSEE shall provide ALDEBARAN promptly with any information, material, software or specification as may reasonably be required for the proper performance of this Agreement including access to appropriate members of the LICENSEE's staff. The LICENSEE is responsible for the completeness and accuracy of such information, material, software or specification; ARTICLE 3 - LIMITED WARRANTIES AND LIMITATION OF LIABILITY 3.1 ALDEBARAN warrants that it has full title and ownership to the Software. ALDEBARAN also warrants that it has the full power and authority to enter into this agreement and to grant the license conveyed in this Agreement. Aldebaran warrants that the use of the Software in conformity with this Agreement will in no way constitute an infringement or other violation of any Intellectual Property of any third party. Should the Software give rise, or in ALDEBARAN opinion be likely to give rise to any such claim, ALDEBARAN shall, at its option and expense, either: (i) procure for LICENSEE the right to continue using such Aldebaran Software; or (ii) replace or modify the Aldebaran Software so that it does not infringe the intellectual property rights anymore; or (iii) terminate the right of use of the Software. Except as set out in this Agreement, all conditions, warranties and representations in relation to the Software are excluded to the extent permitted under applicable law. 3.2 AS FAR AS PERMITTED BY THE APPLICABLE LAW: ALDEBARAN PROVIDES THE SOFTWARE "AS IS", AND DOES NOT WARRANT THAT THE USE OF THE SOFTWARE, FUNCTIONALITY, THE OPERATION AND/OR CONTENT WILL BE: UNINTERRUPTED, ACCURATE, COMPLETE, FREE FROM ANY SOFTWARE VIRUS OR OTHER HARMFUL COMPONENT. ALDEBARAN DOES NOT WARRANT THE INTERNAL CHARACTERISTICS, THE COMPATIBILITY FO THE SOFTWARE WITH OTHER SOFTWARE, THE ACCURACY, ADEQUACY, OR COMPLETENESS OF SOTWARE AND ITS RESULT AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS. ALDEBARAN DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF PERFORMANCE OR MERCHANTABILITY OR RELIABILITY USEFULNESS OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND ITS RESULTS. 3.3 IN NO EVENT WILL ALDEBARAN BE LIABLE FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COST OF PROCURING SUBSTITUTE SERVICES, LOST PROFITS, LOSS OF DATA, LOSSES, OR OTHER EXPENSES) ARISING IN CONNECTION WITH THE PROVISION OR USE OF THE SOFTWARE, RELATED SERVICES OR INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, OR WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. WITHOUT LIMITING THE FOREGOING, THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE UNAVAILABILITY OF THE APPLICATION(S), UNAUTHORIZED ACCESS, ANY FAILURE OF PERFORMANCE, INTERRUPTION, ERROR, OMISSION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW TO THE CONTRARY, SUBJECT TO THIS ARTICLE, ALDEBARAN'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY, SHALL NOT EXCEED ALL FEES PAID TO ALDEBARAN BY THE LICENSEE FOR THE USE OF THE SOFTWARE. IN THE EVENT THE SOFTWARE IS GRANTED FOR FREE TO THE LICENSEE, ALDEBARAN'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY, SHALL NOT EXCEED 100 ? (ONE HUNDRED EUROS). WHENEVER THE ABOVE SECTIONS ARE NOT APPLICABLE UNDER THE APPLYING LAW ALDEBARAN AS SOLE REMEDY SHALL AT ITS OPTION AND EXPENSE EITHER (I) REPAIR THE DEFECTIVE OR INFRINGING SOFTWARE, OR (II) REPLACE THE DEFECTIVE OR INFRINGING SOFTWARE, OR (III) REIMBURSE THE FEE PAID TO ALDEBARAN FOR THE DEFECTIVE OR INFRINGING SOFTWARE. THESE REMEDIES ARE EXCLUSIVE OF ANY OTHER REMEDIES AND ANY OTHER WARRANTY IS EXCLUDED. ANY INDEMNIFICATION BY ALDEBARAN UNDER THIS WARRANTY IS EXCLUDED IF THE CLAIM IS BASED UPON (I) A MODIFIED VERSION OF THE SOFTWARE FOR WHICH THE CHANGES HAVE NOT BEEN EXPRESSLY AUTHORIZED OR VALIDATED BY ALDEBARAN, OR (II) A COMBINATION, INSTALLATION OR USE OF ANY SOFTWARE COMPONENT EMBEDDED IN THE NAO ROBOT WITH ANY OTHER ELEMENT, MATERIAL OR ITEM THAT IS NOT EXPRESSLY PROVIDED BY ALDEBARAN FOR COMBINATION, INSTALLATION OR USE WITH THE SOFTWARE, OR (III) A COMBINATION, INSTALLATION OR USE OF THE SOFTWARE WITH ANY OTHER ELEMENT, MATERIAL OR ITEM THAT IS NOT EXPRESSLY AUTHORIZED BY ALDEBARAN FOR COMBINATION, INSTALLATION OR USE WITH THE SOFTWARE, OR (IV) ANY OTHER FAULT OR NEGLIGENCE OF LICENSEE OR A THIRD PARTY. This warranty does not cover incorrect installation or use by any third party; misuse of the Software voids the warranty. The Third-Party Software is warranted only as provided in the specific licenses applicable to each. ARTICLE 4 - INTELLECTUAL PROPERTY ALDEBARAN is the owner or licensee of the Software. Title, copyright and any other proprietary and intellectual property right in the Software shall remain vested in ALDEBARAN or its licensors. The rights granted to the LICENSEE under this Agreement do not transfer to the LICENSEE title or any proprietary or intellectual property rights to the Software and do not constitute a sale of such rights; ALDEBARAN shall retain the ownership of all rights in any inventions, discoveries, improvements, ideas, techniques or know-how embodied conceived by ALDEBARAN under this Agreement, including, without limitation, its methods of work, programs, methodologies and related documentation, including any derivative works of software code developed by ALDEBARAN in the course of performing this Agreement as well any knowledge and experience of ALDEBARAN's directors, staff and consultants. ARTICLE 5 - COLLECTION AND USE OF PERSONAL INFORMATION Privacy of the Licensee is important to ALDEBARAN. Therefore ALDEBARAN is not collecting any personal data except as expressly agreed by the Licensee. ALDEBARAN will abide any applicable law, rules, or regulations relating to the privacy of personal information. Such data shall only be used for the purposes for which it was provided. Licensee understands that Third Party software may have their own privacy policy which may be less secure than the Aldebaran's privacy policy. ALDEBARAN will do its best to ensure that any personal data which may be collected from the Licensee will remain confidential. Licensee hereby agrees and consents that the following data maybe collected by ALDEBARAN in order permit a network-enhanced services, improve the general quality and/or functionality of its products and/or software, permit development of new version of its products and/or software, fix bug or defect, develop patch and other solution, permit to install new version, update or upgrade, monitor and/or permit the maintenance of Aldebaran products and/or software: Crash reporting, robot ID, robot health metrics, hardware-specific preferences, application install history, user preferences. Licensee expressly consents that Aldebaran may generate statistical data from the information provided through the Software without identifying Licensee. Licensee understands and agrees that, within the course of the use of the software, some voice data and/or video data could transit through ALDEBARAN and/or other third party network. ARTICLE 6 - NO TRANSFER OR ASSIGNMENT In no event shall LICENSEE sublicense, assign or otherwise transfer all or part of its rights and obligations under this Agreement to any third party. Any such sublicensing, assignment or transfer shall be null and void, unless expressly agreed to by ALDEBARAN in writing. ARTICLE 7 - MISCELLEANEOUS Termination. Either party may terminate this Agreement without advance notice. In case of breach of this Agreement by the Licensee, the authorization to access and use the Software will automatically terminate absent Aldebaran's written waiver of such breach. Survival. To the extent applicable, the following articles shall survive the termination, cancellation, expiration, and/or rescission of this Agreement: Articles 3.3, 4, 5, 7 and any provision that expressly states its survival and/or are necessary for the enforcement of this Agreement. Headings. The headings referred to or used in this Agreement are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. Severability. If any of the provisions of this Agreement are held or deemed to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision. Waiver. Any failure or delay by either Party in exercising its right under any provisions of the Agreement shall not be construed as a waiver of those rights at any time now or in the future unless an express declaration in writing from the Party concerned. Governing law and Jurisdiction. Parties agree that all matters arising from or relating to the Software and this Agreement, shall be governed by the laws of France, without regard to conflict of laws principles. In the event of any dispute between the Parties, the Parties agreed to meet to discuss their dispute before resorting to formal dispute resolution procedures. BY CLICKING "AGREE", YOU AS LICENSEE ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS LIMITED END-USER SOFTWARE LICENSE AGREEMENT. BY CLICKING "AGREE" YOU AS LICENSEE AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS OF THIS LIMITED END-USER SOFTWARE LICENSE AGREEMENT. IF YOU AS A LICENSEE DO NOT AGREE TO ANY TERMS AND CONDITIONS, OF THIS LIMITED END-USER SOFTWARE LICENSE AGREEMENT DO NOT INSTALL OR USE THE SOFTWARE AND CLICK ON "DISAGREE". By CLICKING ON "DESAGREE" YOU WILL NOT BE ABLE TO USE THE SOFTWARE.