Bear Robotics
End User Licence Agreement

You shall not access or use the Products until you have read and accepted all of the terms and conditions set out below. By ticking the acceptance box or by accessing or using the Products 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 Ireland Limited of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“Bear”, “us” or “we”) for the use of the Products (as defined below) (the “Agreement”). The 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.

1. definitions and interpretation

1.1 Unless the context otherwise requires, the following definitions apply to this Agreement:

“Documents” means printed materials and online or electronic documents provided with the Robot.

“Intellectual Property Rights” means rights in the nature of passing off, get-up, registered designs and unregistered designs and design rights, topography rights, copyright (including copyright in software), moral rights, database rights, trade marks, service marks, rights in inventions, patents, know-how, trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof.

“Order Form” means the order form between you and the Seller for the supply of the Robot.

“Products” means the Software and the Documents.

“Robot” means Bear’s proprietary robot as set out in the Order Form.

“Seller” means the third-party seller of the Robot to you.

“Software” means Bear’s proprietary: (i) software included in the Robot and/or on local servers or in the cloud, in each case solely to enable you to use the Robot for the purpose for which it was designed, and (ii) APIs (if any) provided to you solely to enable you to use the Robot for the purpose for which it was designed.

“Applicable Data Protection Laws” means all applicable laws and regulations relating to the processing of personal data, including (as applicable) the UK General Data Protection Regulation, the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and any applicable biometric information privacy laws in the Territory.

“Applicable Laws” means all applicable laws, statutes, regulations, codes of practice, and regulatory guidance in force from time to time in the Territory.

“Robot Data” means all data collected or processed by the Robot through its onboard sensors and cameras in the course of its operation, including point cloud and spatial mapping data, operational telemetry, environmental data, and any image, video, or biometric data.

“Territory” means the country or countries in which you are licensed to use the Products, as specified in the Order Form.

“Update” means any update, patch, new version, or modification of the Software provided by us from time to time, including safety-critical updates and security patches.

1.2 words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships;

1.3 references to Conditions are references to Conditions of this Agreement.

1.4 the Condition headings are included for convenience only and shall not affect the interpretation of this Agreement;

1.5 any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

1.6 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;

1.7 any reference to a statute, statutory provision, subordinate legislation, code or guideline (legislation) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

1.8 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. GRANT AND SCOPE OF LICENCE

2.1 In consideration of payment by you of the agreed fee for the Robot as set out in the Order Form and you agreeing to abide by the terms of this Agreement, we grant to you a non-exclusive, non-transferable licence to use the Products in the Territory on the terms of this Agreement.

2.2 You may:

2.2.1 download, install and/or use the Products for use with your Robot for your internal business purposes only;

2.2.2 receive and use any free supplementary software code or update of the Products incorporating “patches” and corrections of errors as may be provided by us from time to time; and

2.2.3 use any Documents in support of the use permitted under Condition 2.2 and make up to two (2) copies of the Documents as are reasonably necessary for its lawful use.

3. RESTRICTIONS

3.1 Except as expressly set out in this Agreement or as permitted by any local law, you undertake:

3.1.1 not to copy the Products except where such copying is incidental to normal use of the Products, or where it is necessary for the purpose of back-up or operational security;

3.1.2 not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Products;

3.1.3 not to make alterations to, or modifications of, the whole or any part of the Products, nor permit the Products or any part of it to be combined with, or become incorporated in, any other programs;

3.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Products nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Products with another software program, and provided that the information obtained by you during such activities:

3.1.4.1 is used only for the purpose of achieving inter-operability of the Products with another software program; and

3.1.4.2 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

3.1.4.3 is not used to create any software which is substantially similar to the Products;

3.1.5 to keep all copies of the Products secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Products;

3.1.6 to supervise and control use of the Products and ensure that the Products is used by your employees and representatives in accordance with the terms of this Agreement;

3.1.7 to include our copyright notice on all entire and partial copies you make of the Products on any medium;

3.1.9 to comply with all applicable technology control or export laws and regulations;

3.1.10 not to use the Products via any communications network or by means of remote access, except to the extent that such access is necessary to use cloud-hosted components of the Software or APIs as described in the Documents

3.1.11 not to 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; and

3.1.12 not to distribute or transmit any data, or send or upload any material on, to or via the Software, which 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.

3.2 to comply with all Applicable Laws in connection with your use and deployment of the Robot and the Products, including without limitation all health and safety regulations, food safety and hygiene regulations (where the Robot operates in food service environments), accessibility requirements, and any regulations applicable to autonomous devices in the Territory;

3.3 to obtain and maintain all permits, licences, and approvals required by Applicable Laws for the deployment and operation of the Robot in your premises;

3.4 to deploy and operate the Robot solely in accordance with the safety guidelines, operational specifications, and deployment requirements set out in the Documents, and not to deploy the Robot in any environment or configuration not approved in the Documents or by us in writing;

3.5 to ensure that all persons who may come into contact with the Robot in the course of its operation are made aware that an autonomous robot is operating in the premises and to display clear and conspicuous signage in any area where the Robot operates;

3.6 to maintain adequate supervision of the Robot during operation, including designating a trained operator responsible for monitoring and, where necessary, manually overriding the Robot;

3.7 to immediately cease operation of the Robot and notify us if the Robot causes or threatens to cause bodily injury or property damage;

3.8 to maintain the Robot’s network connectivity as required by the Documents to enable receipt of Updates, and not to disable, block, or interfere with the delivery or installation of Updates;

3.9 to install any Update that is not automatically installed within thirty (30) days of it being made available to you, and not to roll back or revert any safety-critical Update or security patch without our prior written consent;

3.10 to maintain the security of any network to which the Robot is connected and to implement access controls to prevent unauthorised use of or access to the Robot;

3.11 not to configure or direct the Robot to collect personal data or biometric data beyond what is necessary for the Robot’s intended operation as described in the Documents;

4. INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge that all Intellectual Property Rights in the Products belong to us, that rights in the Products are licensed (not sold) to you, and that you have no rights in, or to, the Products other than the right to use them in accordance with the terms of this Agreement.

4.2 You acknowledge that you have no right to have access to the Software in source code form.

5. LIMITED WARRANTY

5.1 We warrant that the Software will, when used solely and strictly for the purpose for which it was designed, perform materially in accordance with the functions described in the Documents for a period of twelve (12) months from the date of your first access to the Robotic Solution (“Warranty Period”).

5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform materially in accordance with the Documents, we will, at our sole option, either repair or replace the Software (or the affected part of it), provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. The warranty does not apply:

5.2.1 if the defect or fault in the Software results from you having altered or modified the Products or the Robot; or

5.2.2 if the defect or fault in the Software results from you having used the Products or the Robot in breach of the terms of this Agreement. The warranty in Condition 5.1 applies to the Software only. Any warranty in respect of the Robot hardware shall be as set out in the Order Form or as provided by the Seller.

5.3 Extended warranty coverage for the Robot and/or the Software may be available for purchase as specified in the Order Form or as offered by the Seller. The terms, duration, and scope of any extended warranty coverage shall be as set out in the applicable Order Form or extended warranty agreement. In the absence of an express extended warranty agreement, the warranty provisions of this Condition 5 shall apply only for the Warranty Period specified in Condition 5.1.

6. LIMITATION OF LIABILITY

6.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

6.2 We only supply the Products for internal use by your business, and you agree not to use the Products for any re-sale purposes.

6.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

6.3.1 loss of profits, sales, business, or revenue;

6.3.2 business interruption;

6.3.3 loss of anticipated savings;

6.3.4 wasted expenditure;

6.3.5 loss or corruption of data or information;

6.3.6 loss of business opportunity, goodwill or reputation; or

6.3.7 any special, indirect or consequential loss, damage, charges or expenses.

6.3.8 any bodily injury or property damage caused by the Robot to the extent arising from your failure to comply with the deployment, safety, and operational requirements set out in this Agreement and the Documents;

6.4 Other than the losses set out in Condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £10,000.

6.5 Nothing in this Agreement shall limit or exclude our liability for

6.5.1 death or personal injury resulting from our negligence;

6.5.2 fraud or fraudulent misrepresentation;

6.5.3 any other liability that cannot be excluded or limited by English law.

6.6 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Products. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Products which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7. TERMINATION

7.1 We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which is incapable of remedy or, if remediable, you fail to remedy the breach within 14 days after the service of written notice requiring you to do so.

7.2 On termination for any reason:

7.2.1 all rights granted to you under this Agreement shall cease;

7.2.2 you must immediately cease all activities authorised by this Agreement; and

7.2.3 you must immediately and permanently delete or remove the Products from all Robots and any other computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Products then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7.2.4 where the Robot is provided to you on a subscription or lease basis, you must return the Robot to us or to the Seller in accordance with the terms of the Order Form within fourteen (14) days of the effective date of termination, in good working condition, reasonable wear and tear excepted;

7.2.5 you shall, within thirty (30) days of termination, permanently delete all Robot Data in your possession or control, except to the extent that retention is required by Applicable Laws, and shall certify such deletion to us in writing;

7.2.6 we shall, within thirty (30) days of termination, permanently delete all personal data processed by us on your behalf in connection with this Agreement, except to the extent that retention is required by Applicable Laws or our legitimate interests, and shall certify such deletion to you in writing.

8. COMMUNICATIONS BETWEEN US

8.1 We may update the terms of this Agreement at any time on notice to you in accordance with this Condition 8. Your continued use of the Products following the deemed receipt and service of the notice under Condition 8.3 shall constitute your acceptance to the terms of this Agreement, as varied. If you do not wish to accept the terms of this Agreement (as varied) you must immediately stop using and accessing the Products on the deemed receipt and service of the notice.

8.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration of the Products with us.

8.3 Note that any notice:

8.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

8.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

8.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

9. EVENTS OUTSIDE OUR CONTROL

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition

9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation: failure of public or private telecommunications networks; acts of God, fire, flood, earthquake, or other natural disaster; epidemic or pandemic; war, terrorism, or civil unrest; government actions, sanctions, embargoes, or trade restrictions; supply chain disruptions affecting the manufacture or delivery of Robots or components; failure of third-party cloud or hosting providers; cyberattack, ransomware, or distributed denial-of-service attack; and power failure.

9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

9.3.1 our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

9.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.

10. HOW WE MAY USE YOUR PERSONAL INFORMATION

10.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Products and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in www.bearrobotics.ai/privacy and it is important that you read that information.

You acknowledge that in the course of its operation, the Robot collects and processes Robot Data through its onboard sensors and cameras. Robot Data may include point cloud and spatial mapping data for navigation, operational telemetry and performance data, environmental data, and, to the extent enabled by the Robot’s hardware or software, image or video data that may constitute personal data or biometric data under Applicable Data Protection Laws.

To the extent that Robot Data constitutes personal data under Applicable Data Protection Laws: (a) as between the parties, you shall be the data controller and we shall be the data processor in respect of personal data collected by the Robot while operating in your premises; (b) we shall process such personal data only in accordance with your documented instructions and as necessary to provide the Products and services under this Agreement; (c) the parties shall enter into a Data Processing Agreement in the form provided by us, which shall be incorporated into and form part of this Agreement; and (d) you shall be solely responsible for complying with all Applicable Data Protection Laws in respect of the Robot’s collection and processing of personal data in your premises, including providing all required notices to and obtaining all necessary consents from data subjects.

You shall: (a) display clear and conspicuous signage in any area where the Robot operates informing individuals that an autonomous robot equipped with sensors and cameras is in operation; (b) conduct and maintain a data protection impact assessment where required by Applicable Data Protection Laws; (c) not configure or direct the Robot to collect personal data or biometric data beyond what is necessary for the Robot’s intended operation; and (d) promptly notify us of any data subject request, regulatory inquiry, or data breach relating to Robot Data.

11. SOFTWARE UPDATES

11.1 We may from time to time provide Updates, which may be delivered over the air or via other electronic means. Updates may include security patches, safety-critical updates to the Robot’s navigation or operational systems, performance improvements, bug fixes, and new features or functionality.

11.2 Safety-critical Updates and security patches may be installed automatically without prior notice to you. We will use reasonable endeavours to notify you in advance of other Updates and to schedule delivery at times that minimise disruption to your operations.

11.3 We shall use commercially reasonable efforts to: (a) maintain the security of the Software and Robot against known vulnerabilities; (b) provide timely security patches; and (c) notify you within seventy-two (72) hours of becoming aware of any security incident that materially affects the Robot Data or the operation of your Robot(s).

11.4 Our warranty obligations under Condition 5 and our liability under Condition 6 shall not apply to the extent that a defect, fault, or incident arises from your failure to install an Update within the timeframe specified in this Agreement or your interference with the delivery of Updates.

12. PHYSICAL HARM AND PROPERTY DAMAGE

12.1 You acknowledge that the Robot is a physical autonomous device operating in environments where it may interact with persons and property. You accept sole responsibility for ensuring that the Robot is deployed and operated in accordance with the requirements of this Agreement and the Documents.

12.2 We shall not be liable for any bodily injury, property damage, or other loss to the extent caused by or arising from: (a) your failure to comply with the deployment and safety requirements in the Documents or this Agreement; (b) any modification, alteration, or tampering with the Robot or the Software by you or any third party not authorised by us; (c) operation of the Robot in an environment or configuration not approved in the Documents; (d) failure by you to install Updates within the timeframe specified in this Agreement; or (e) your failure to maintain adequate supervision of the Robot as required by this Agreement.

12.3 Nothing in this Condition shall limit or exclude our liability as set out in Condition 6.5.

13. INDEMNIFICATION

13.1 You shall indemnify, defend, and hold harmless Bear and its officers, directors, employees, and agents from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of this Agreement; (b) your use of the Robot or the Products other than in accordance with this Agreement and the Documents; (c) any bodily injury or property damage caused by the Robot to the extent arising from your failure to comply with the deployment, safety, and operational requirements set out in this Agreement and the Documents; (d) any claim by a third party arising from data collected, processed, or stored by the Robot while under your control, to the extent such claim arises from your failure to comply with Applicable Data Protection Laws or the data provisions of this Agreement; and (e) your failure to maintain the insurance coverage required under this Agreement.

13.2 Our rights under this Condition are without prejudice to any other rights or remedies available to us under this Agreement or at law.

14. PRODUCT RECALL AND SAFETY NOTICES

14.1 In the event that we initiate or are required to undertake any product recall, safety notice, correction, or similar remedial action relating to the Robot or the Software (“Recall Action”), you shall provide all reasonable assistance requested by us to facilitate the Recall Action, including providing access to your premises for the inspection, repair, replacement, or retrieval of affected Robots.

14.2 You shall promptly comply with all instructions issued by us in connection with the Recall Action, including communications to your employees and visitors, logistics, record-keeping, and return procedures. You shall not make any public statement or take any action relating to the Recall Action that is inconsistent with our instructions.

14.3 Subject to clause 14.4, we shall bear the reasonable direct costs of any Recall Action, provided that you shall bear your own costs of providing assistance under this Condition and any costs arising from your failure to comply with the Recall Action instructions in a timely manner.

14.4 If the Recall Action arises from or is contributed to by your breach of this Agreement, misuse of the Robot or Software, unauthorised modifications, or failure to follow our instructions, you shall bear your own costs associated with the Recall Action.

15. INSURANCE

15.1 During the term of this Agreement and for a period of twelve (12) months following termination or expiry, you shall maintain at your own cost: (a) commercial general liability insurance with a per-occurrence limit of not less than one million pounds (£1,000,000) and an annual aggregate limit of not less than two million pounds (£2,000,000); (b) property damage insurance adequate to cover damage to the Robot while in your possession; and (c) such other insurance as may be required by Applicable Laws in the Territory in connection with the operation of autonomous robotic devices.

15.2 Upon our request, you shall provide us with certificates of insurance evidencing the coverage required under this Condition within ten (10) business days.

16. OTHER IMPORTANT TERMS

16.1 We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.

16.2 You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.

16.3 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.4 This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

16.5 You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.6 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.

16.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.8 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

16.9 Each of the Conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

16.10 This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales. 

16.11 Notwithstanding the foregoing, this Agreement shall not deprive you of any mandatory consumer protection rights in your jurisdiction to the extent that such rights cannot be waived or limited by contract under Applicable Laws