Terms of Service (USA)

Date of last published version: 1/04/2021

Wobot Intelligence, Inc. (“Wobot”, “we” or “us”) is engaged in the business of providing computer vision solutions, built upon machine learning technologies (the “Application”), to detect any deviation in standard operating procedures, automatically list them and make them trackable for all stakeholders within the organisation (“Services”). We provide these Services and access to our website Wobot.ai (the “Website”) (as applicable), subject to the terms of this document (“Terms” or “Agreement”).

By visiting or accessing the Website, or by using any Content or Services (defined below), you shall be deemed to have read, understood, and accepted to be bound by these Terms. If you do not accept these Terms, you should refrain from accessing or visiting the Website.

These Terms are not intended to alter in any way or limit the terms or conditions of any other agreement that you may have with Wobot, including without limitation the Privacy Policy and/or your Customer Agreement.

We reserve the right to make changes to these Terms at any time. Any such modifications will become effective immediately upon posting to the Website and/or the Application. Notwithstanding anything stated above, you agree to periodically review the current version of these Terms as may be posted on the Website and/or the Application.

1. Definitions

1.1. “Confidential Information” shall mean and include any and all information provided by Wobot to you, or to which you have or are given access, in whatever form, verbal or otherwise, including, but not limited to, Wobot’s business plans, marketing plans, financial records and analysis, research, technical specifications, marketing-sales-pricing data, designs, agreements, trade secrets, software or other Intellectual Property whether or not identified as Confidential Information, in any media, electronic or otherwise, and any other materials identified in writing as confidential information.

1.2. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by Wobot through the Website and/or the Services.

1.3. “Customer” shall mean a user who avails the Services from Wobot.

1.4. “Customer Agreement” shall mean the agreement executed between Wobot and the Customer, if any;

1.5. “Customer Data” shall mean data collected by Wobot in the course of providing the Services to You, which shall include but not be limited to video footage captured at the Customer’s premises. It is clarified that Customer Data shall not include Metadata.

1.6. “Force Majeure Event” shall mean any event arising due to any cause beyond the reasonable control of the Party, including, without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes, industrial action of any kind, riots, insurrection, war, acts of a governmental authority of competent jurisdiction, epidemic, pandemic and the spread of an infectious disease resulting in frustrating the performance of these Terms by the affected Party.

1.7. “Intellectual Property” or “Intellectual Property Rights” shall mean copyrights (including but not limited to the underlying object code and source code in the Website), trademarks, patents, trade secrets, including rights in any proprietary material and other rights, whether registered as such or not, of Wobot, as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the applicable laws of any state, country or jurisdiction.

1.8. “Linked Sites” shall have the meaning ascribed to it in Clause 12.1 of these Terms.

1.9. “Metadata” shall refer to any set of data generated as a result of providing the Services, that gives information regarding other data (whether the same is processed or unprocessed).

1.10. “Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, society, co-operative society, government or any agency or political subdivision thereof or any other entity that may be treated as a Person under applicable law.

1.11. “Privacy Policy” shall mean Wobot’s privacy policy accessible at Privacy Policy.

1.12. “Raw Data” means any data, in relation to the Services, that has not been processed for use by Wobot.

2. Registration

2.1. In connection with your use of the Services, you agree as follows:

(a) You are of legal age in the jurisdiction where you are availing of the Services and are otherwise capable of forming a legally binding contract;

(b) You expressly agree to be contacted via email, SMS, text messaging and push notifications by us, and third parties acting on our behalf, if required, regarding our Services;

(c) You agree that you will not use the Services in a manner that is inconsistent with the provisions set forth in these Terms;

(d) We reserve the right to refuse access to the Website or the Services to new users or to terminate access granted to existing users at any time without according any reasons for doing so;

(e) You are responsible for maintaining the security of your Customer Account and any passwords entered into the Services or provided to us. We cannot and will not be liable for any loss or damages from your failure to comply with this security obligation.

3. Payment

3.1. Payment for the Services will be in accordance with the amounts payable to Wobot

3.2. The Service Fee shall be billed on a monthly basis or in accordance with the subscription model chosen by you, in advance, and the payment is non-refundable. There will be no refunds, credits for initiation fees or refunds for months unused with an active Customer Account.

3.3. The Service Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only applicable income tax.

3.4. Service Fee is subject to change upon 30 days’ prior notice by Wobot. Such notice may be provided at any time by posting the changes to the Website or through the Application.

4. Obligations of the Customer

4.1. Approvals and Authorizations: The Customer shall procure, or cause to procure, all necessary information, approvals, permissions, authorisations or decisions that are reasonably necessary for Wobot or its authorized personnel to perform the Services including, but not limited to, a display of a notice displaying that the recording is being done by the CCTV and any other information as may be required to be displayed as required by applicable law, in order to aid Wobot to render the Services to the Customer. The Customer and its authorized representatives shall respond promptly, and in any case, within 48 (forty-eight) hours, to any requests by Wobot or its authorized personnel in the course of undertaking actions to remain compliant with applicable law and these Terms.

4.2. Facilities and Resources. The Customer shall ensure that Wobot gets access to appropriate and authorized personnel of the Customer and shall arrange for the Wobot’s personnel to have reasonable authorised access to the premises during the term of the Services. The Customer shall provide equipment and associated resources which may be required by Wobot for performing the Services.

4.3. Access to Customer Data. The Customer shall grant access to the Customer Data to Wobot and its authorized personnel during the term, as may be required by Wobot, for effective provision of the Services.

4.4. Limitation of Services to be provided by the Wobot. The Parties hereby agree that the scope and nature of responsibilities of Wobot shall be limited to performance of Services. Any other activity or responsibility required to be performed outside such scope of work shall not be the responsibility of Wobot.

4.5. Deputation. The Customer may, if deemed necessary and requested by Wobot, depute its employees/authorized personnel to assist Wobot and its personnel in performance of Services.

4.6. Procurement of consent for collection of Personal Data. If any Personal Data is collected by Wobot during the course of providing the Services, the Customer shall have the sole responsibility to procure adequate consent for the collection, use and disclosure of such Personal Data in accordance with these Terms from each person to whom such Personal Data relates (including but not limited to employees, contractors or customers of the Customer), prior to sharing the same with Wobot.

5. Covenants and Obligations of Wobot

5.1. Quality of Service. Wobot shall make best efforts to ensure that the Services are performed in a professional and competent manner, consistent with industry standards reasonably applicable to such services.

5.2. Performance of Services. Wobot shall have the sole right to control the manner and means by which the Services are to be completed pursuant to these Terms and shall always be responsible to deliver the Services as agreed herein, as per the timelines. Provided that the manner and means by which the Services are to be completed by Wobot shall not be in violation of applicable law and Wobot shall retain the right to amend the agreed upon timelines, if there are reasonable delays due to unforeseen circumstances which affect the performance of the Services.

5.3. Nothing in these Terms shall be construed as a guarantee regarding the results or the definitive outcome of the Services rendered by Wobot to the Customer. Wobot makes no such promises or guarantees in relation to the scope of work or any other incidental or ancillary matters, as the outcome of the Services rendered by Wobot pursuant to the scope of work is contingent on a large number of extraneous factors outside the reasonable control of Wobot.

6. Representations and Warranties

6.1. The Customer and Wobot represent and warrant that:

6.1.1. they have full power and authority to enter into, execute and deliver these Terms and to perform the transactions contemplated hereby and they are duly incorporated and existing under the laws of the jurisdiction of their incorporation or organization;

6.1.2. these Terms do not conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (with or without notice or lapse of time or both) a default under, any instrument, contract or other agreement to which the Customer or Wobot is a party or by which they are bound;

6.1.3. these Terms do not violate any order, judgment or decree against, or binding upon, the Customer or Wobot or upon their respective securities, properties or businesses;

6.2. The Customer further represents and warrants that

6.2.1. it holds ownership of the Customer Data, and has the right to grant Wobot use of the Customer Data;

6.2.2. it has ensured compliance with applicable law, in respect of any Personal Data (as defined under applicable data protection laws) disclosed to Wobot in the process of availing the Services;

6.2.3. it has procured adequate consents for the collection, use and disclosure of Personal Data in accordance with these Terms, from each person to whom such Personal Data relates, prior to sharing the same with Wobot.

7. Rights and ownership of Website and Content

7.1. Wobot exclusively owns all right, title and interest in and to the Website, Services and Content, including all associated Intellectual Property Rights. You acknowledge that the Website and Content are protected by the applicable intellectual property laws.

7.2. You agree not to remove, alter or obscure Intellectual Property incorporated in or accompanying the Website or Content.

8. Intellectual Property Rights

8.1. Subject to Clause 9 of these Terms, Wobot and the Customer hereby acknowledge that these Terms do not constitute a grant by either party to the other party of any license or right to use either party’s Intellectual Property existing as of the date on which these Terms become effective. All Intellectual Property Rights owned by each party prior to the date on which these Terms become effective or otherwise independently created by either party shall remain the sole property of such party alone.

8.2. Neither party will use the other party’s name, logos, trademarks, or other marks without such party’s written consent.

8.3. The Customer agrees and acknowledges that it shall not –

8.3.1. permit any third party to access Wobot’s Intellectual Property except as expressly permitted under these Terms;

8.3.2. use, copy, modify or distribute Wobot’s Intellectual Property except as expressly permitted under these Terms;

8.3.3. create derivate works based on Wobot’s Intellectual Property;

8.3.4. copy, frame or mirror any part of Wobot’s Intellectual Property;

8.3.5. reverse engineer Wobot’s Intellectual Property, either on its own or with the assistance of a third party;

8.3.6. build a competitive product or service, either on its own or with the assistance of a third party, that competes directly with Wobot’s business.

8.4. In the event that new inventions, programs, software, designs or processes, including but not limited to improvements, are developed during the course of performance of the Services, the Customer agrees that Wobot shall exclusively own the Intellectual Property Rights contained in the same.

9. License Terms

9.1. The Customer hereby grants to Wobot the right to collect, process and disclose the Customer Data, to the extent permitted hereunder.

9.2. The Customer hereby grants to Wobot, a limited, non-exclusive, non-transferable and revocable license to access and use the Customer Data for the purpose of these Terms. For the avoidance of doubt, this shall not affect Wobot’s right to disclose the Customer Data to its authorized representatives.

9.3. Wobot hereby grants a limited, non-transferable, non-exclusive, revocable and royalty-free license to the Customer, till such time the Customer uses the Services as per these Terms, to access, use, display, reproduce and integrate the Application’s software and related services into the Customer’s database for the purpose of availing the Services.

9.4. Wobot shall use the Customer Data only in furtherance of provision of the Services to the Customer or as required by applicable law.

9.5. The Customer hereby grants to Wobot a non-exclusive, non-revocable license to use the Metadata generated from processing of the Customer Data by Wobot during the course of providing the Services.

10. Data Ownership and collection

10.1. The Customer agrees that ownership of Raw Data that is collected as part of the Services shall vest with Wobot and the Customer shall have no objection towards such right of ownership of the Raw Data by Wobot.

11. Access to the Website, Application and Content

11.1. You may access and view the Website, Services and Content for lawful purposes only. You shall not post or transmit through the Website or the Application any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libellous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law.

11.2. You agree not to engage in any of the following prohibited activities:

11.2.1. Attempt to probe, scan or test the vulnerability of any Wobot system or network or breach any security or authentication measures;

11.2.2. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Wobot or any of Wobot’s service providers or any other third party (including another user) to protect the Website, Application or Content;

11.2.3. Attempt to access or search the Website, Application or Content or download Content through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Wobot or other generally available third-party web browsers;

11.2.4. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

11.2.5. Use any meta tags or other hidden text or metadata utilizing a Wobot trademark, logo URL or product name without Wobot’s express written consent;

11.2.6. Use the Website, Application or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

11.2.7. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website, Application or Content to send altered, deceptive or false source-identifying information;

11.2.8. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website, Application or Content;

11.2.9. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website and/or Application;

11.2.10. Impersonate or misrepresent your affiliation with any person or entity;

11.2.11. Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Website and/or Application;

11.2.12. Copy, modify, decompile, publish, broadcast, distribute, sell or transfer (whether in whole or in part) any other material in or in relation to the Website, Application and/or the Content;

11.2.13. Encourage or enable any other individual to do any of the foregoing.

11.3. Although we’re not obligated to monitor access to the Website, Application or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Website, to ensure compliance with these Terms and to comply with applicable law or other legal requirements.

11.4. We reserve the right, but are not obligated, to remove or disable access to the Website, Application or Content, at any time and without notice, if we deem fit, at our sole discretion.

11.5. We have the right to investigate violations of these Terms or conduct that affects the Website and/or the Application. We may also consult and cooperate with law enforcement authorities to prosecute users who violate applicable law.

12. Third-party links

12.1. The Website and/or the Content may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Wobot. We are not responsible for the content of any Linked Site, including, without limitation to, any link contained in a Linked Site, or any changes or updates to a Linked Site.

12.2. We are not responsible for any form of transmission, whatsoever, received by you from any Linked Site. We are providing these links only for convenience, and the inclusion of any such link does not imply endorsement by us, of the Linked Sites or any association with its operators or owners including the legal heirs or assigns thereof.

12.3. On accessing the Linked Sites, you shall be governed by the terms of use, privacy policy and such other additional policies of the Linked Sites. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, advertising, products, services or other materials available on or through any Linked Sites or for any errors, defamatory content, libel, slander, omissions, falsehoods, obscene content, pornographic material, or any profanity contained therein.

13. Disclaimer of Warranty

13.1. The Website, Application and the Content are provided on an “as is” basis and “as-available”, and use of the Website and the Application is at your risk. To the maximum extent permitted by applicable law, the Website, Application and the Content are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

13.2. Without limiting the foregoing, Wobot, its subsidiaries, its affiliates, and its licensors do not warrant that the Content is accurate, reliable or correct; that the Website, Application or Content will meet your requirements; that the Website, Application or Content will be available at any particular time or location, uninterrupted or secure or error-free; that any defects or errors will be corrected; or that the Website, Application or the Content are free of viruses or other harmful components.

13.3. Any Content is downloaded or used at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Website and/or the Application.

13.4. Wobot does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or service, and Wobot will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

13.5. You acknowledge that there will be occasions when the Website, Application or Content may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

13.6. We may, without prior notice, change the Website, Application or the Content, stop operating the Website/Application or features of the Website/Application, to you or to users generally. We may permanently or temporarily terminate or suspend your access to the Website, without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms.

14. Indemnification

14.1. You shall indemnify and hold Wobot, its directors, officers, employees, and third parties acting on Wobot’s behalf in order to provide Wobot’s services, harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys’ fees, arising out of (i) any breach by you of any of these Terms; (ii) your access to the Website and/or Application; (iii) your violation of any applicable law, rule or regulation.

14.2. In no event shall either Party be liable, in contract, tort or otherwise, for indirect, special, incidental, exemplary, punitive or consequential damages of any kind whatsoever, arising out of these Terms, even if advised of the possibility of such damages.

14.3. Notwithstanding anything to the contrary and regardless of the form or nature of the claim or action, Wobot’s total cumulative liability under this Terms shall be limited to the total service fee received by Wobot from the Customer in respect of the Services provided in the 2 (Two) months immediately preceding the date on which the claims arose.

14.4. In no event will Wobot or its affiliates or any party involved in creating, producing, or delivering the Website and/or Services be liable for any damages of any nature including but not limited to direct, incidental, consequential, indirect, special, or punitive damages or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure of any kind arising out of or in connection with these Terms or from the use or inability to access the Website or Services or due to any reason including but not limited to system failure, network issues, technical snags or loss of data caused by acts of god, floods, epidemics, quarantine, riot or war, whether based on warranty, contract, tort, product liability or any other legal basis.

15. Termination

15.1. We may terminate these Terms by providing you with notice of such termination, which shall be effective immediately upon delivery of such notice to you. We may terminate these Terms immediately without notice in the event of any breach by you of these Terms or any of our applicable policies, as posted on the Website from time to time.

15.2. We may terminate these Terms without notice to You by terminating your rights to use the Website or the Services for any reason or no reason. In the event of termination or expiration of these Terms, the following sections of these Terms shall survive: (i) all provisions regarding ‘Intellectual Property Rights’, ‘License Terms’ and ‘Data Ownership and Collection’; (ii) Indemnification; (iii) Disclaimer of warranties; and (iv) Limitation of liability.

15.3. You agree that upon the termination of these Terms, we may delete all information related to you and may bar your access to the Website and the Services.

16. Dispute Resolution

16.1. Customers (other than individuals) hereby agree that any and all claims, disputes or controversies arising from or related to these Terms, shall be submitted to binding arbitration under the Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801 et seq. (“DRAA”). Disputes, claims or controversies arising from or related to these Terms with respect to Customers who are individuals shall be submitted before the courts of California as per Clause 17.1, without resorting to arbitration under this Clause.

16.2. The DRAA and the rules adopted for DRAA arbitrations (the “Arbitration Rules”) shall govern all aspects of the arbitration.

16.3. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules.

16.4. The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this clause.

16.5. In the event a party initiates litigation in violation of this clause, such action shall be subject to dismissal, with the reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action.

16.6. Nothing in this clause shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this clause, or (b) compelling a party to arbitrate in accordance with this clause. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party.

16.7. The parties stipulate and agree that a violation of this clause shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from such violation shall be entitled to equitable relief including, but not limited to, an injunction or specific performance.

17. Governing law and Jurisdiction

17.1. In case of disputes arising between Customers who are not individuals, subject to Clause 16 above, you submit to the jurisdiction of the federal or state courts of or located in, California, with respect to any action or proceeding arising out of or in any way related to these Terms, and you hereby waive any objection which you may have to any such action or proceeding being brought in the federal or state courts of California.

17.2. No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.

17.3. Further, to the extent permissible under applicable law, the Parties will be entitled to approach courts in California for the purpose of obtaining interim reliefs including but not limited to temporary injunction.

18. Miscellaneous

18.1. Severability: If any term or provision in these Terms is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the validity and enforceability of the remainder of these Terms shall not be affected.

18.2. Force Majeure: Neither party (“Affected Party”) shall be liable for any failure to perform any of their respective obligations under these Terms if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. The Affected Party shall inform the other party of the existence of a Force Majeure Event as soon as reasonably practicable and shall consult with the other party to find a mutually acceptable solution. If the Affected Party continues to be prevented from performance of its obligations due to a Force Majeure Event for more than 10 (ten) days, either Party may terminate this Agreement by giving 10 (ten) days’ written notice to the other. Provided however that the Customer shall remain liable for the proportionate Service Fee accrued till the date of such termination and such payment shall be made by the Customer within 15 (Fifteen) days of receipt of an invoice from Wobot for the same.

18.3. Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Wobot without restriction or notification to you.

18.4. General: No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of these Terms shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of these Terms may be waived or amended only in writing or mutual agreement of the parties.

Wobot Intelligence Inc. 1119 Forrestal Lane Foster City CA 94404