Bear Robotics
End User Licence Agreement
UNITED STATES
As of March 15, 2026
IMPORTANT — READ CAREFULLY BEFORE USING THE PRODUCTS. You shall not access or use the Licensed Materials until you have read and accepted all of the terms and conditions set out below. By clicking the acceptance box, or by accessing or using the Licensed Materials or the Robot, you will be deemed to have accepted these terms and conditions. On acceptance of these terms and conditions by you, an agreement is formed between you and Bear Robotics, Inc., a Delaware corporation with its principal place of business at 785 Broadway, Redwood City, CA 94063 (“Bear,” “us,” or “we”) for the use of the Licensed Materials (as defined below) (the “Agreement”). This Agreement incorporates all of these terms and conditions to the exclusion of any and all other terms and conditions that you may purport to apply.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE LICENSED MATERIALS OR THE ROBOT.
1. DEFINITIONS AND INTERPRETATION
Unless the context otherwise requires, the following definitions apply to this Agreement:
“Affiliate” means an entity directly or indirectly owned or controlled by a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or equivalent ownership interest.
“Authorized Purpose” means Customer’s internal business use of the Licensed Materials solely in connection with the Robot and not for resale, sublicensing, or distribution by Customer (as further specified in the Order Form, if applicable).
“Authorized Site” means the location(s) and/or facility(ies) where the Robot will be deployed as specified in the Order Form.
“Confidential Information” means any and all technical and non-technical information either Party provides to the other Party that is marked or otherwise identified at the time of disclosure as confidential. Confidential Information concerning the Licensed Materials, Services, and any subscription will be the Confidential Information of Bear.
“Documentation” means printed materials, online or electronic documents, user manuals, specifications, and instructions provided with or relating to the Robot or the Software.
“Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade names, trade secrets, rights in inventions, rights in designs, database rights, moral rights, know-how, and all other intellectual property rights and proprietary rights of a similar or corresponding character, whether registered or unregistered, and including all applications for and rights to apply for any of the foregoing, in each case in any jurisdiction worldwide.
“Licensed Materials” means the Software and the Documentation.
“Order Form” means the order form, purchase order, statement of work, or other ordering document between you (or a Reseller on your behalf) and Bear for the supply of the Robot and/or Licensed Materials.
“Reseller” means an authorized distributor or reseller of Bear through whom you may purchase Licensed Materials.
“Robot” means Bear’s proprietary robotic solution as set out in the Order Form, including the hardware, sensors, actuators, and other physical components.
“Rules” means Bear’s published usage rules, operating guidelines, safety instructions, and specifications for the Robot and Licensed Materials, as updated from time to time.
“Software” means Bear's proprietary: (i) software included in the Robot and/or on local servers or in the cloud, including any companion mobile or web application provided by Bear for the management, configuration, monitoring, or operation of the Robot; and (ii) APIs (if any) provided to you to enable integration with or use of the Robot and related services, including any Updates thereto.
“Subscription Term” means the period during which you are entitled to use the Licensed Materials as specified in the Order Form.
“Updates” means updates, bug fixes, patches, enhancements, new releases, new versions, and other improvements to the Software provided by Bear.
Terms defined in the Customer Agreement Terms & Conditions (the "T&C") and used but not separately defined in this Agreement — including "De-Installation Services," "Deployment Services," "Patron," "Robotic Solution," "Solution Subscription," and "Support Services" — shall have the meanings given to them in the T&C.
2. GRANT AND SCOPE OF LICENCE
2.1 License Grant
In consideration of your payment of the applicable fees as set out in the Order Form and your agreement to abide by the terms of this Agreement, Bear grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials in the United States (and at the Authorized Site(s) specified in the Order Form, if applicable) solely for the Authorized Purpose and on the terms of this Agreement.
2.2 Permitted Uses
Subject to the terms and conditions of this Agreement, you may:
(a) download, install, and/or use the Licensed Materials for use with your Robotic Solution solely for your internal business purposes;
(b) receive and use any Updates incorporating patches and corrections of errors as may be provided by Bear from time to time;
(c) use the Documentation in support of the use permitted under this Section 2 and make a reasonable number of copies of the Documentation as are necessary for its lawful use; and
(d) permit your authorized employees, agents, and contractors to use the Licensed Materials solely on your behalf and for the Authorized Purpose, provided that you remain responsible for their compliance with this Agreement.
2.3 Reseller Purchases
If you purchase Robotic Solutions and or Licensed Materials through a Reseller, your use of the Licensed Materials will be governed by this Agreement. Instead of paying Bear directly, you will pay applicable amounts to the Reseller as agreed between you and the Reseller. Your order details (e.g., scope of use, Subscription Term, and fees) will be as stated in the Order Form placed by the Reseller with Bear on your behalf.
2.4 Modifications to Licensed Materials
Bear reserves the right to modify, update, or discontinue any feature or functionality of the Software at any time, temporarily or permanently, without liability to you. Bear shall provide you with not less than thirty (30) days' prior written notice of any deprecation of material features or functionality. Your continued use of the Licensed Materials following any such modification constitutes your acceptance thereof.
3. RESTRICTIONS
3.1 General Restrictions
Except as expressly set out in this Agreement or as permitted by applicable law, you shall not and shall not permit any third party to:
(a) copy the Licensed Materials except where such copying is incidental to normal use of the Licensed Materials or is necessary for back-up or operational security purposes;
(b) rent, lease, sublicense, loan, translate, merge, adapt, vary, or modify the Licensed Materials;
(c) make alterations to, or modifications of, the whole or any part of the Licensed Materials, or permit the Licensed Materials or any part of them to be combined with, or become incorporated in, any other programs or systems;
(d) disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the Licensed Materials, except to the extent that applicable law (including Section 103(f) of the Digital Millennium Copyright Act) expressly permits such activities and only to the extent necessary for the permitted purpose;
(e) provide or otherwise make available the Licensed Materials, in whole or in part (including but not limited to program listings, object code, and source code), in any form to any person without prior written consent from Bear;
(f) use the Licensed Materials via any communications network or by means of remote access other than as expressly authorized by Bear;
(g) access, store, distribute, or transmit any material on or via the Software that is unlawful, offensive, abusive, obscene, indecent, discriminatory, threatening, harmful, untrue, or defamatory;
(h) distribute or transmit any data, or send or upload any material on, to, or via the Software that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(i) use the Licensed Materials in any manner that violates any applicable federal, state, or local law or regulation, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. §1030);
(j) remove, alter, or obscure any copyright notice, trademark, or other proprietary rights notice on or in the Licensed Materials; or
(k) benchmark, test, or evaluate the Licensed Materials for the purpose of competing with Bear or assisting any third party in competing with Bear.
3.2 Export Compliance
You shall comply with all applicable U.S. and foreign export control laws and regulations, including without limitation the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You shall not, directly or indirectly, export, re-export, or transfer the Licensed Materials to any country, entity, or person prohibited by such laws or regulations without first obtaining all required government authorizations.
3.3 Records and Audit
You shall keep accurate and up-to-date records of the number and locations of all copies of the Licensed Materials. Bear may, upon reasonable notice and during normal business hours, audit your use of the Licensed Materials to verify compliance with this Agreement. If the audit reveals material noncompliance, customer shall reimburse Bear for all reasonable costs of the audit and promptly cure the noncompliance.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Ownership
You acknowledge that all Intellectual Property Rights in and to the Licensed Materials belong to Bear or its licensors, that rights in the Licensed Materials are licensed (not sold) to you, and that you have no rights in or to the Licensed Materials other than the right to use them in accordance with the terms of this Agreement. All rights not expressly granted herein are reserved by Bear.
4.2 No Source Code Access
You acknowledge that you have no right to access the Software in source code form.
4.3 Feedback
If you provide Bear with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Licensed Materials (“Feedback”), you hereby assign to Bear all right, title, and interest in and to such Feedback, and Bear shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback without restriction or obligation of any kind.
4.4 Data Collection
The Bear System may collect and transmit certain data to Bear as further described in Section 10 (Data Collection, Privacy, and Data Protection). You acknowledge and agree that such data collection is integral to the operation, management, and improvement of the Licensed Materials
5. LIMITED WARRANTY
5.1 Performance Warranty
Bear warrants that the Software will, when used solely and strictly for the Authorized Purpose in accordance with the Documentation and the Rules, perform materially in accordance with the functions described in the Documentation for a period of ninety (90) days from the date of your first access to the Robot (the “Warranty Period”).
5.2 Warranty Remedy
If, within the Warranty Period, you notify Bear in writing of any defect or fault in the Software as a result of which it fails to perform materially in accordance with the Documentation (each, an “Error”), Bear will, at its sole option, either repair or replace the Software (or the affected part of it), provided that you make available all information that may be necessary to help Bear remedy the defect or fault, including sufficient information to enable Bear to recreate the Error.
5.3 Warranty Exclusions
The Performance Warranty shall not apply and Bear shall have no obligation under this Section 5 to the extent an Error is caused by or arises from:
(a) the Robot being moved, relocated, or uninstalled from the Authorized Site without Bear’s prior written authorization;
(b) any modification, alteration, or repair of the Licensed Materials or the Robot not made or authorized by Bear;
(c) your use of the Licensed Materials or the Robot in breach of the terms of this Agreement or the Rules;
(d) failure to use or implement Updates provided by Bear;
(e) use of the Licensed Materials with software, hardware, components, or other technology not provided or approved by Bear;
(f) failure to perform routine maintenance as described in the Rules; or
(g) any event of force majeure.
5.4 Disclaimer of Warranties
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 5.1, THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BEAR HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BEAR DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED MATERIALS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
6. LIMITATION OF LIABILITY
6.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BEAR, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, DATA, OR USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF BEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6.2 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEAR’S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO BEAR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $100,000. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.3 Exceptions
Nothing in this Agreement shall limit or exclude liability for: (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; (c) your breach of Section 3 (Restrictions) or Section 4 (Intellectual Property Rights); (d) either Party's indemnification obligations under Section 7; (e) your breach of Section 10 (Data Collection, Privacy, and Data Protection), including your obligations with respect to signage, notices, and consents under Section 10.3; or (f) any liability that cannot be excluded or limited by applicable law.
6.4 Allocation of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
7. TERMINATION
7.1 Indemnification by Bear
Bear will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, demands, or actions (“Claims”) and all liabilities, settlements, costs, damages, and fees (including reasonable attorneys’ fees) (“Losses”) arising from or in connection with any Claim that the Licensed Materials infringe or misappropriate the Intellectual Property Rights of a third party, provided that you: (i) promptly notify Bear in writing of such Claim; (ii) give Bear sole control of the defense and settlement of such Claim; and (iii) cooperate with Bear in the defense thereof.
7.2 Exceptions to Bear’s Indemnification
Bear shall have no indemnification obligation for Claims arising from: (a) your use of the Licensed Materials other than in accordance with this Agreement or the Rules; (b) your combination of the Licensed Materials with software, hardware, components, or other technology not provided by Bear; or (c) modifications to the Licensed Materials not made or authorized by Bear.
7.3 Infringement Remedies
If the Licensed Materials are, or in Bear’s reasonable opinion are likely to become, subject to an infringement Claim, Bear may, at its option and sole cost and expense: (a) obtain the right for you to continue to use the Licensed Materials; (b) modify or replace the Licensed Materials, in whole or in part, to make them non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement and refund any prepaid fees for the unused portion of the Subscription Term.
7.4 Indemnification by You
You will indemnify, defend, and hold harmless Bear and its officers, directors, employees, and agents from and against any Claims and Losses arising from or in connection with: (a) your use of the Licensed Materials in breach of this Agreement; (b) your combination of the Licensed Materials with any third-party products, software, or content; (c) any content or data you transmit through or store on the Licensed Materials; (d) your violation of any applicable law or regulation; (e) your failure to comply with your obligations under Section 10 (Data Collection, Privacy, and Data Protection), including without limitation any Claim arising from or related to your failure to provide required notices, obtain required consents, or post required signage at Authorized Sites, or any Claim arising from or related to your violation of applicable privacy, data protection, or biometric information privacy laws (including the Illinois Biometric Information Privacy Act, the California Consumer Privacy Act, or any similar state or federal statute); or (f) your removal, obstruction, or failure to maintain any signage, labels, or notices affixed to or displayed on the Robot, or your failure to display Bear-supplied notice signage as required under Section 10.3, or your failure to obtain any consents required under applicable Privacy Laws, including any Claims brought by individuals whose privacy, data protection, or biometric information rights have been allegedly violated as a result of such failure.
8. COMMUNICATIONS BETWEEN US
8.1 Obligations
Each Party agrees that it will take, and will cause its directors, officers, employees, contractors, agents, and consultants (“Representatives”) to take, all reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the other Party’s Confidential Information. Without limiting the foregoing, each Party shall use at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care.
8.2 Permitted Disclosures
A Party may disclose the other Party’s Confidential Information: (a) to its Representatives who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; and (b) as required by applicable law, regulation, or court order, provided that the disclosing Party provides the other Party with prompt written notice (to the extent legally permitted) to allow the other Party to seek a protective order or other appropriate remedy.
8.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party’s possession before disclosure by the disclosing Party; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully obtained by the receiving Party from a third party without restriction on disclosure.
8.4 Injunctive Relief
Each Party acknowledges that any breach or threatened breach of this Section 8 may cause irreparable harm to the other Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting any bond.
9. EVENTS OUTSIDE OUR CONTROL
9.1 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice to the other Party if: (a) the other Party commits a material breach of this Agreement that is incapable of cure; (b) the other Party commits a material breach that is capable of cure and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (c) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to proceedings under any bankruptcy or insolvency law.
9.2 Termination by Bear
Bear may terminate this Agreement immediately upon written notice if: (a) you fail to pay any amount due under this Agreement within fifteen (15) days of the due date; or (b) Bear reasonably determines that your use of the Licensed Materials poses a safety risk or may cause harm to Bear, the Licensed Materials, or any third party.
9.3 Effects of Termination
Upon termination or expiration of this Agreement for any reason:
(a) all rights and licenses granted to you under this Agreement shall immediately terminate;
(b) you must immediately cease all use of the Licensed Materials;
(c) you must immediately and permanently delete or remove the Licensed Materials from all Robots and any other computer equipment in your possession, and immediately destroy or return to Bear (at Bear’s option) all copies of the Licensed Materials then in your possession, custody, or control, and certify in writing to Bear that you have done so;
(d) Bear may perform De-Installation Services to remove and repossess the Robot and Licensed Materials from your premises; and
(e) any amounts owed to Bear under this Agreement shall become immediately due and payable.
9.4 Survival
The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 3 (Restrictions), 4 (Intellectual Property Rights), 5.4 (Disclaimer of Warranties), 6 (Limitation of Liability), 7 (Indemnification), 8 (Confidentiality), 9.3 (Effects of Termination), 9.4 (Survival), 10 (Data Collection, Privacy, and Data Protection), and 12 (General Provisions).
10. DATA COLLECTION, PRIVACY, AND DATA PROTECTION
10.1 Usage Data Collection
You acknowledge and agree that the Robot and Software (collectively, the "Bear System") may automatically collect, process, and transmit to Bear certain usage and operational data ("Usage Data"). Usage Data may include the following categories:
(a) Telemetry and Diagnostics: system health metrics, error logs, crash reports, software version and configuration data, uptime and connectivity data, and hardware diagnostics;
(b) Utilization Data: Robot utilization rates, task completion data, navigation routes, mapping data, operational hours, and feature usage statistics;
(c) Environmental Sensor Data: spatial and navigational data collected by LiDAR, depth sensors, proximity sensors, and cameras integrated into the Robot for the purpose of navigation, obstacle avoidance, and safe operation. The Robot employs LiDAR-based point cloud mapping and face-masking technology applied at the device level, such that identifiable facial features are not stored or transmitted to Bear;
(d) Performance Metrics: delivery times, throughput data, battery usage, charging cycles, and service quality indicators; and
(e) Application Data: data submitted by you through Bear's companion mobile or web application, including user account information, employee names and contact details, floor plans, Robot configuration settings, scheduling and task assignments, operational preferences, and in-app interactions and commands.
Bear may use Usage Data for purposes of providing, maintaining, supporting, improving, and developing the Bear System and Bear's business, including to train and improve machine learning models, develop new products and features, generate benchmarks and analytics, and for safety and security purposes.
As between the Parties, Bear exclusively owns all right, title, and interest in and to the Usage Data and all know-how, analytical results, models, algorithms, benchmarks, insights, and derivative works generated from or based on the Usage Data, including all related Intellectual Property Rights, even if such Usage Data originated from your use of the Bear System. To the extent any right, title, or interest in or to the Usage Data vests in you by operation of law, you hereby irrevocably assign to Bear all such right, title, and interest. No license or ownership interest in Bear's models, algorithms, analytics, or derivative works is granted to you under this Agreement. Bear shall not use or disclose Usage Data in any manner that identifies you.
10.2 Bear’s Role and Data Processing
With respect to any personal information that may be incidentally collected through the Bear System in connection with your use at the Authorized Site or Licensed Materials, Bear processes such personal information in accordance with the Data Processing Agreement (DPA)..
Bear retains sole control over the Robot's sensor configuration, including any face-masking or data-obscuration technology. Any modification to the Robot's default sensor behavior requires Bear's prior written authorization and, where applicable, execution of supplemental agreements governing the collection and processing of any additional categories of data.
10.3 Customer Privacy Obligations
(a) General. Bear is responsible for the privacy and data protection characteristics of the Robot's sensor and camera systems, including the implementation and maintenance of face-masking and data-obscuration technology. You are responsible for compliance with applicable Privacy Laws, which include without limitation: (i) personal information you or your authorized users submit through the Software; (ii) your deployment-specific obligations under state biometric or privacy laws as set forth in subsections (b) through (f) below; and (iii) maintaining all signage and notices as set forth in this Section 10.3. You shall ensure appropriate notice to any individuals whose personal information you submit through the Software, and obtain any consents required under applicable Privacy Laws for such submission. You shall not remove, obscure, disable, or tamper with any signage, labels, or notices affixed to or displayed on the Robot, including any notices required by applicable law regarding recording, data collection, or sensor capabilities. Where required by applicable law in the jurisdiction of your Authorized Site(s), or as required by Bear in its sole discretion, you shall prominently display Bear-supplied notice signage at each entry point to the Authorized Site and in areas where the Robot operates, in the form and manner specified by Bear. Failure to maintain Robot-affixed notices or to display required Bear-supplied signage shall constitute a material breach of this Agreement.
10.4 Biometric Data; Tampering
The Robot's default sensor configuration does not collect biometric identifiers (as defined under BIPA, 740 ILCS 14/10) for the purpose of identifying specific individuals. You shall not tamper with, hack, modify, circumvent, or otherwise alter the Robot's sensor configuration, face-masking technology, or data-obscuration systems, or attempt to do so, whether directly or through any third party. Any unauthorized modification to the Robot's sensor or data collection systems shall constitute a material breach of this Agreement. In the event that Bear and Customer mutually agree to modify the Robot's sensor configuration in a manner that may result in the collection of biometric identifiers or biometric information, the Parties shall execute a written Biometric Data Addendum addressing applicable obligations under BIPA and any other biometric privacy laws prior to any such modification taking effect. You are solely responsible for determining whether your deployment of the Robotic Solution at the Authorized Site(s) triggers obligations under any biometric privacy law and for ensuring full compliance therewith.
10.6 Anonymization and Data Retention
Bear shall use commercially reasonable efforts to anonymize and/or aggregate Usage Data where practicable before using such data for product improvement, analytics, or benchmarking purposes.
10.8 Privacy Policy
Bear’s general privacy practices are described in Bear’s Privacy Policy, available at www.bearrobotics.ai/privacy-policy. By using the Licensed Materials, you acknowledge and agree to Bear’s data practices as described in the Privacy Policy. The Privacy Policy describes how Bear collects, uses, and discloses information in connection with its products and services and informs individuals of their rights under applicable Privacy Laws.
10.9 Security
Bear shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Usage Data and personal information against unauthorized access, use, alteration, disclosure, or destruction. In the event of a confirmed security breach involving personal information processed on your behalf, Bear shall notify you without undue delay (and in any event within the time periods required by applicable law) and provide reasonable cooperation and assistance in connection with your breach notification obligations under applicable Privacy Laws.
10.10 Cooperation
Bear shall provide reasonable cooperation and assistance to you in connection with: (a) responding to data subject access, deletion, correction, or opt-out requests relating to personal information processed through the Licensed Materials; (b) conducting privacy impact assessments or data protection impact assessments relating to your use of the Licensed Materials; and (c) responding to inquiries from regulatory authorities regarding the processing of personal information through the Licensed Materials. Bear may charge reasonable fees for assistance that is excessive, repetitive, or manifestly unfounded.
10.11 Compliance Certification
Upon Bear's written request (no more than once per calendar year), you shall provide Bear with a written certification, signed by an authorized representative, confirming your compliance with the obligations set forth in this Section 10, including your maintenance of all required signage and notices under Section 10.3 and your provision of all required notices, and consents where legally required, with respect to personal information submitted through Bear's Software. Such certification shall be provided within thirty (30) days of Bear's request. Failure to provide such certification within the required period shall constitute a material breach of this Agreement.
11. FORCE MAJEURE
Neither Party shall be liable for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by events beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labor disputes, government actions, failure of public or private telecommunications networks, power outages, or supply chain disruptions (each, a “Force Majeure Event”). The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable. For the avoidance of doubt, a Force Majeure Event shall not relieve you of your obligation to make payments due under this Agreement.
12. GENERAL PROVISIONS
12.1 Governing Law
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the T&C, including the arbitration, governing law, and jury waiver provisions contained therein.
12.3 Assignment
Bear may transfer its rights and obligations under this Agreement to another organization (including any Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets), and such transfer will not affect your rights or obligations under this Agreement. You may not transfer your rights or obligations under this Agreement to another person without Bear’s prior written consent, and any attempted assignment in violation of this provision shall be null and void.
12.4 Entire Agreement
This Agreement, together with the T&C, the Order Form, and any documents expressly incorporated by reference herein (including any executed DPA or Biometric Data Addendum), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof. In the event of any conflict between this Agreement and an Order Form, the Order Form shall prevail solely with respect to such conflict.
12.5 Amendment; Waiver
Bear may update the terms of this Agreement from time to time on notice to you. Your continued use of the Licensed Materials following such notice shall constitute your acceptance of the updated terms. No waiver of any right or remedy shall be effective unless given in writing and signed by the waiving Party, and no such waiver shall be deemed a waiver of any subsequent right or remedy.
12.6 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.
12.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities.
12.8 Notices
All notices under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the address specified in the Order Form or as otherwise notified by a Party in writing.
12.9 Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.
12.10 U.S. Government End Users
If the Licensed Materials are being acquired by or on behalf of the U.S. Government, the Licensed Materials are “commercial computer software” and “commercial computer software documentation” developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense, shall be subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-1 of the DoD Far Supplement and its successors.
12.11 Electronic Acceptance
You agree that clicking an acceptance button, checking an acceptance box, or otherwise indicating acceptance electronically shall be deemed your binding signature and shall constitute your acceptance of the terms of this Agreement, with the same force and effect as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), 15 U.S.C. §7001 et seq., and applicable state law.
12.12 Relationship to Customer Agreement Terms & Conditions.
This Agreement is supplemental to and shall be read together with the Customer Agreement Terms & Conditions between the Parties (the "T&C"). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the T&C. In the event of any conflict between this Agreement and the T&C: (a) with respect to the licensing, use, and processing of the Licensed Materials and data (including Usage Data and personal information), this Agreement shall control; and (b) with respect to commercial terms, payment, fees, service levels, Support Services, and the delivery and return of the Robotic Solution, the T&C shall control. For the avoidance of doubt, Bear's rights with respect to Usage Data shall be the broadest rights granted under either document. References to "Products" in the T&C encompass the Robotic Solution, Rules, and Accessories; references to "Licensed Materials" in this Agreement encompass the Software and Documentation. Where a provision of this Agreement applies to the Robotic Solution (including Sections 10.3 and 10.4), such term shall have the meaning given to it in the T&C.
[END OF AGREEMENT]
Bear Robotics, Inc. | 785 Broadway, Redwood City, CA 94063| www.bearrobotics.ai