Terms and Conditions for Subscription of Standard Bots Equipment and Software
These Terms and Conditions for Subscription of Standard Bots Equipment and Software (“Terms and Conditions”) govern,
inter alia, (i) the subscription by you ("you" or the "Customer") of Standard Bots Equipment, Standard Bots Software and Third Party Software (all as defined below), and (ii) the purchase or subscription by you of Third Party Equipment (as defined below) pursuant to the quotation, order form or other document (in each case an “Order Form”) to which these Terms and Conditions are attached or electronically linked or on which these Terms and Conditions or any Order hereunder are referenced. Your signature on the Order Form (or other assent to the Order Form, including electronic or by way of submitting a purchase order) shall be deemed your irrevocable consent to the provisions of these Terms and Conditions. Any order (an “Order”) by you of Equipment or Software hereunder (as each term is defined below) shall be deemed to be accepted by us upon the earlier of notification of acceptance by us to you, or shipment (or other provision) by us of the relevant Equipment or Software. STANDARD BOTS COMPANY shall be referred to herein as "Company", Standard Bots, “us”, “we” or similar terms, and together with the Customer, the “Parties”.
These Terms and Conditions, together with the Order Form, shall constitute a single agreement between the Parties, which for purposes hereof shall be referred to as the “Agreement”.
For purposes of this these Terms and Conditions:
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Additional Software” shall mean such specialized licensed software as may be provided or made available from time to time by the Company upon order by the Customer, with, to the extent relevant, functionality that is additional to the functionality of the Initial Software. Upon request, the Company will provide additional information with respect to the functionality available through the Additional Software. Nothing shall prevent Customer from ordering Additional Software together with the original Robot so that the original Robot is delivered to Customer with Additional Software already accessible. Additional Software shall be deemed not to include the Third Party Software.
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Cloud Services”” shall be as defined in Section 9.1 below.
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Equipment” shall mean the Standard Bots Equipment and the Third Party Equipment.
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Hardware and Software Support” shall mean such support as is generally provided from time to time by the Company pursuant to its then existing policies to its customers who are entitled to such support.
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Initial Term” shall mean the initial period of time specified in the Order Form during which Customer shall subscribe to, as applicable, (i)the Standard Bots Equipment and any Initial Software provided therewith, (ii)any Additional Software, (iii) any Third Party Equipment being provided on a subscription basis (as per the relevant Order Form) and/or any Third Party Software.
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Initial Software” shall mean such software that may be automatically installed on a Robot and shall include software which allows the Robot to perform certain basic functions as may be determined by the Company from time to time. Upon request, the Company will provide additional information with respect to the functionality available through the Initial Software. Initial Software is deemed not to include Additional Software or Third Party Software.
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Leased Equipment” shall mean the Standard Bots Equipment and any Third Party Equipment to which you subscribe hereunder. Leased Equipment does not include Third Party Equipment which you purchase hereunder.
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Products” shall refer to Equipment and Software, collectively.
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Relevant Term” shall mean, for any applicable Order, the Initial Term plus any Renewal Term with respect thereto.
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Renewal Term” shall mean such successive periods of time as specified in the Order Form following the end of the Initial Term during which the subscription to the relevant Products shall continue unless the relevant Order is terminated pursuant to the terms of Section 15 hereof.
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Software" shall mean the Standard Bots Software and any Third Party Software.
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Standard Bots Equipment” or “
Robot” shall mean the Standard Bots robot and any other hardware manufactured by the Company and provided to you pursuant to the Order Form, and, where relevant, any such additional hardware manufactured by the Company and provided to you pursuant to these Terms and Conditions. Standard Bots Equipment may be provided to you with actual copies of, or access to, additional training data and documentation (collectively, “
Documentation”) and in such case, unless dictated otherwise by logic, the use of the term “Standard Bots Equipment” or
“Robot” shall be deemed to include the Documentation. The terms Standard Bots Equipment and Robot shall be deemed not to include the Third Party Equipment.
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Standard Bots Software” shall mean the Initial Software and the Additional Software, and any Updates or Upgrades thereto which are provided hereunder.
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Support Period” shall mean the period of time during which you subscribe for and pay for Hardware and Software Support.
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Third Party Equipment” shall mean third party hardware not manufactured by the Company that is specifically identified as Third Party Equipment and which is re-sold to you hereunder or leased to you on a subscription basis, all as provided in the relevant Order Form.
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Third Party Equipment and Software” shall mean the Third Party Equipment and the Third Party Software.“
Third Party Software” shall mean software not developed by or for the Company and which is re-licensed to you hereunder and specifically identified as Third Party Software.
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Update” shall mean minor updates, enhancements, modifications, bug-fixes, patches or error corrections to the relevant Standard Bots Software. An Update may be designated as a change in the tenth’s (or later) digit of the software version. e.g. x.(x).x. For purposes of clarity, Updates do not include Upgrades (as defined below). Notwithstanding the above, it is within the Company’s sole discretion as whether any update, etc. is to be considered an Update, an Upgrade, or neither.
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Upgrade” shall mean a software release with new features or enhancements to the relevant Standard Bots Software that will significantly add, enhance or increase product features or major functionality. An Upgrade may be designated as a change in the one’s digit of the version number: e.g. (x).x.x. Notwithstanding the aforesaid, it is within the Company’s sole discretion whether any release, etc. is to be considered an Update or an Upgrade, or neither.
1.0 ORDER FORM; SHIPMENT; INSPECTION
1.1An Order Form may provide,
inter alia, the following information:
1.1.1 The type and number of Robots/Standard Bots Equipment to be leased on a subscription basis.
1.1.2 Additional Software to be provided.
1.1.3 Third Party Equipment to be provided, and whether such Third Party Equipment is leased on a subscription basis or is purchased.
1.1.4 Third Party Software to be provided.
1.1.5 Amount of deposit to be paid (if any)
1.1.6 One time fee/recurring fee for Products purchased/subscribed to.
1.1.7 For recurring subscription fees, the nature of each recurring period for which each such fee is due (e.g. monthly, quarterly).
1.1.8 Duration of Initial Term for Products acquired on a subscription basis.
1.1.9 Duration of Renewal Term for Products acquired on a subscription basis.
1.1.10 Payment terms.
Unless otherwise agreed in writing, the Products shall be delivered CPT (Customer’s U.S. facility – Incoterms 2020). Any shipping dates provided to you for delivery of the Products shall be estimates only, shall not be guaranteed, and in no event shall the Company be liable for any damages or penalty for delay in delivery or for failure to give notice of delay. Delivery may be made in advance of any scheduled delivery date. All items will be packed for shipment and shipped in accordance with the Company’s (or its suppliers’) standard practice. All risk of loss or damage to any Products shipped hereunder shall be assumed by Customer upon delivery. Customer shall carefully inspect all deliveries of Products and report promptly to the Company (but in any case within 5 calendar days after receipt of shipment) any alleged error, shortage, defect or nonconformity of such Products. Any failure by Customer to inspect and report as provided herein shall constitute a waiver by Customer of any claim or right of Customer against the Company arising with respect to any such error, shortage, defect or nonconformity which was reasonably discoverable by such an inspection. Customer acknowledges that it shall be responsible for assembling the Product according to instructions provided by the Company. The Company shall not be responsible for Customer’s failure to properly follow such instructions.
TRIAL PERIOD; RETURNS
If with respect to any Order you have received a Robot for a trial period (a “Trial Period”), then such Trial Period shall be for the period of time as specified in the Order Form or as may be extended by the Company in writing. Following the Trial Period, unless the Company receives from you email notification of your termination no less than one (1) day prior to the end of the Trial Period, (the “Post-Trial Termination”), then you shall continue to subscribe to the Robot (and any Additional Software ordered by you) during the Initial Term and thereafter according to the terms of the Order. In the event of Post-Trial Termination, you must stop using the Robot and any Additional Software ordered by you, and return such to the Company no later than 10 days after such termination. Provided that you return the Robot and software to the Company within this time period and according to the Company's instructions, the Company shall pay the costs of delivery. In the event that you return the Robot to the Company in a damaged state, then the Company may charge you for any necessary repairs or the replacement value of the Robot, at the Company’s option. If, following Post-Trial Termination, you do not return the Robot on a timely basis, the Company may charge you the full replacement value of the Robot. In each of the above events, you shall be required to make immediate payment upon receipt of Company’s invoice. In the event that you have provided us with your credit card details, you authorize us to use such to make any and all payments referred to above. During the Trial Period you shall have a non-exclusive, personal, non-transferable, non-sublicensable license to use the Robot and the associated Standard Bots Software as intended hereunder and in the manner permitted by these Terms and Conditions. Any and all restrictions and obligations with respect to your use of the Products hereunder shall also apply during the Trial Period. You acknowledge that any purchase of Third Party Equipment and Third Party Software will not be subject to a Trial Period.
RIGHT TO USE LEASED EQUIPMENT; TITLE TO THIRD PARTY EQUIPMENT
Your right to the Leased Equipment is limited solely to the right to use such for its intended purpose and in compliance with applicable law and these Terms and Conditions, during the Relevant Term of the relevant Order. You understand and acknowledge that the Leased Equipment is and remains our property, and we have sole title thereto. You have not purchased the Leased Equipment, you do not own it, and you may not allow any liens or encumbrances to be placed on it. Nor may you allow any liens to be placed on items which could affect the Leased Equipment. We are responsible for all repairs of the Leased Equipment covered by our warranty hereunder, but you are responsible for any loss of or damage to the Leased Equipment from delivery and so long as in your possession, and no such loss or damage relieves you from your payment and performance obligation. You do not have a right to sell, give away, transfer, pledge, mortgage, remove, relocate, alter or tamper with the Leased Equipment at any time, or to give any third party rights in the Leased Equipment without the written consent of the Company.To the extent that Customer purchases any Third Party Equipment hereunder, title shall pass to the Customer upon delivery, subject to payment in full.
LICENSE OF SOFTWAREUpon your Order of Standard Bots Software, subject to your compliance with the Agreement (including these Terms and Conditions), we grant you a non-sublicensable, non-transferable, revocable, non-exclusive, limited license, during the Relevant Term of each Order to use the relevant Standard Bots Software for the sole purpose of enabling you to use the Robots as intended hereunder and to receive and use the Cloud Services in the manner permitted by these Terms and Conditions.
Upon your Order of Third Party Software, subject to your compliance with the Agreement (including these Terms and Conditions), we grant you a non-sublicensable, non-transferable, revocable, non-exclusive, limited license, during the Relevant Term of each Order to use the relevant Third Party Software in connection with the Standard Bots Software, Standard Bots Equipment and/or Third Party Equipment (as relevant) for the sole purpose of enabling you to use the Robots or any Third Party Equipment (as relevant) as intended hereunder, and to receive and use the Cloud Services in the manner permitted by these Terms and Conditions. Your license to the Third Party Software is further subject to any additional licensing terms that we may separately convey to you in connection with your Order (“Supplemental Terms”), and you agree to be bound by and comply with such Supplemental Terms.
OPEN SOURCE; SOFTWARE RESTRICTIONS
The Standard Bots Software may use or include open source software components ("OSS"). To the extent so stipulated by the license that governs each OSS ("OSS License"), each such OSS is subject to its respective OSS License, not these Terms and Conditions, and is licensed to Customer directly by its respective licensor, not sublicensed by the Company. If and to the extent an OSS License requires that these Terms and Conditions effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed or incorporated by reference into these Terms and Conditions, as required, and shall supersede any conflicting provision of these Terms and Conditions, solely with respect to the corresponding OSS which is governed by such OSS License. Copying or redistribution of the Standard Bots Software is prohibited, including any copying or redistribution of the Standard Bots Software to any other server or location, or redistribution or use on a service bureau basis. The Standard Bots Software is licensed hereunder, not sold. Except for the explicit terms of this license, the Company (or its licensors, as the case may be) shall retain all right, title and interest in and to the Standard Bots Software and all copies thereof.
NO REVERSE ENGINEERING
Except to the limited extent that directly applicable law guarantees Customer the right to undertake Reverse Engineering (as defined hereinafter), Customer will not, and will not allow any third party to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Equipment, Cloud Services or the Software or modify, translate, or create derivative works based on the Cloud Services or any Software, or remove any proprietary notices or labels or marks on or in the Product ("Reverse Engineering").
RETURN OF LEASED EQUIPMENT Upon expiration or earlier termination of a Relevant Term, you must return the relevant Leased Equipment to us (and pursuant to our instructions) in working order, normal wear and tear excepted. We agree to pay for the cost of such return unless the return results from breach by you. In the event that the Leased Equipment is not returned to us within thirty (30) days of such expiration or termination, or if, when returned, we determine any of it is not in working order, you agree to pay us the cost of replacing such equipment. Without derogating from the aforesaid, if you fail to return the Leased Equipment as required above, we may immediately, without notice or demand, take possession of such equipment, together with all accessories, at your sole expense (including, but not limited to, the cost of repossession, moving and storage). We, or our representatives, may enter into any premises where said Leased Equipment may be and remove the equipment. In the event of such re-possession, if there shall be at the time of such re-possession, any other property, goods or things of value belonging to you or that had been in your custody, in upon or attached to the equipment, then, in addition to our other remedies, we may take possession of such items and either hold or place the same in public storage at your expense. YOU HEREBY WAIVE THE RIGHT, IF ANY, TO REQUIRE US TO GIVE YOU NOTICE AND/OR A JUDICIAL HEARING PRIOR TO EXERCISING OUR RIGHT OF REPOSSESSION HEREUNDER.
FEES
You agree to make such payments as set forth in the Order Form (the “Fees”)- including for the lease/license of the Standard Bots Equipment and the Software and for purchase or lease of the Third Party Equipment - on the terms set forth therein. Without derogating from the terms of Section 10.1 below, the Company reserves the right to change the Fees and/or to implement new Fees for existing services and/or to make changes with respect to your rights and obligations hereunder (each an “Amendment”), upon no less than 10 (ten) days written notice (including by email), to take effect following the Initial Term or any Renewal Term. If Customer does not terminate this Agreement or the relevant Order(s) during such period of time (as permitted pursuant to Section 15 hereof), then Customer shall be deemed to have consented to such Amendments. Notwithstanding the aforesaid, with respect to “optional” services which may be subscribed to by Customer in its discretion, nothing herein shall be deemed to prevent the Company from making changes to such services or amending the Fees therefor, more often than otherwise allowed above, in its discretion. Prior to receipt of your Robot you may be required to pay a deposit, the amount of which will be specified in the Order Form (the “Deposit”). In the event that you return the Robot as required hereby following the end of the Trial Period, we will reimburse you the amount of the Deposit less any amounts due to us. Unless otherwise specified on the Order Form with respect to any fees incurred, you will be invoiced in advance, and you are required to pay each invoice on or before the stated due date. Any monthly payments billed automatically to your credit card may be drawn on a date occurring prior to the month to which such payment relates. If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date of the first billing statement in which the error or problem appeared, in order to receive a refund or credit (at Company’s option). Sales and use taxes (and other similar taxes), to the extent applicable, will be added to all Fees. If you provide us with your credit card details for purposes of payment, you thereby authorize Standard Bots and its assignees to charge your credit card for all Fees, including those incurred on a recurring basis, as well as any additional charges as allowed pursuant to these Terms and Conditions. Any inability on the part of the Company to charge any such Fee or charge to your credit card shall incur late payment fees as specified below. Any late payment of Fees shall be subject to a late charge of ten percent (10%) of the payment which is late or if less, the maximum charge allowed by law. In addition, any unpaid amounts shall be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower.
In the event we make advance payments of any kind on your behalf (including, without limitation, to discharge any tax), the amount advanced by us will be reimbursed by you to us, upon our demand, together with interest thereon, at the late fee rate, until paid. Notwithstanding the foregoing, your obligation to pay, as and when due, all amounts owing under the Agreement and to fully discharge and perform all of your other obligations thereunder are and shall be absolute and unconditional in all respects and shall not be subject to any delay, abatement, reduction, set-off, defense, counterclaim or recoupment of any kind for any reason whatsoever. You are also responsible for all costs of collection, including legal fees and court costs. In the event we assign our rights under the Agreement or any Order in whole or part, the relevant part of any payment made by you to us will be collected by us solely for the benefit of the assignee and will be disbursed by us to the assignee (unless you are notified in writing to pay such assignee directly).You are responsible for all taxes due in connection with the Agreement and or the Products provided thereunder (other than on Company’s income).
CLOUD SERVICES
The Company may provide you with certain cloud-based services with respect to your use of the Products (the “Cloud Services”). Such services may be provided automatically, and without cost, as an ancillary function of the Robot, or may be available for order by Customer on such terms as may be set by the Company from time to time. Nothing herein shall be deemed to require the Company to provide Cloud Services, and Company shall have the full discretion to provide any or all Cloud Services to certain customers and not to others. To the extent that Cloud Services are provided to you, the Company will endeavor to have the Cloud Services operate properly. However, as a service that relies on back-end software, third party networks and continuous internet connectivity, the Company does not guarantee that the Cloud Services will operate in an uninterrupted or error-free manner, or that they will always be available, free from errors, omissions or malfunctions, or free from unauthorized access. If the Company receives notice of any failure or malfunction, or if it otherwise becomes aware of such, the Company will attempt to regain availability of the Cloud Services as soon as practicable. However, any such failure or malfunction or unauthorized access, or failure by the Company to fix such failure, will not be considered a breach of the Agreement. Customer acknowledges that certain services related to the Cloud Services are provided by or dependent upon third party providers (e.g. cellular operators). The Company is not responsible for any act or omission or the availability or quality of any products or services provided by such third parties.
HARDWARE AND SOFTWARE SUPPORT; LIMITED WARRANTY
The Company will provide you with reasonable telephonic Hardware and Software Support. For additional support, or for on site support, you shall be charged such rates as separately agreed with the Company, from time to time. For customer support please contact:
Support@standardbots.com. In the event that Company shall offer you an additional Hardware and Software Support package, it shall be subject to payment of all Fees with respect thereto and shall be for such initial period of time as specified in the Order Form (the “
Initial Support Term”). Following the lapse of the Initial Support Term (and each Renewal Support Term thereafter), the term of such Hardware and Software Support shall automatically renew for additional, successive, periods of the same tenure as the Initial Support Term (each a “
Renewal Support Term”) unless terminated by either Customer or Company with advance written notice of at least ten days prior to the end of the applicable Initial Support Term or Renewal Support Term. Company may amend the Fees payable for such Hardware and Software Support upon notice in writing to Customer, no less than ten days prior to the end of the relevant Initial Support Term or Renewal Support Term, and if Customer does not terminate the Hardware and Software Support within the ten day period allotted to it above, then such amendment shall be deemed accepted by the Customer.For as long as you continue to subscribe to the Leased Equipment and pay the Fees required hereby and by the Order Form, the limited warranty attached hereto as Exhibit A (the “Warranty”) shall apply thereto and to any Initial Software installed on such part of the Leased Equipment that is Standard Bots Equipment. For as long as you continue to subscribe to Additional Software and pay the Fees required hereby and by the Order Form, the relevant part of the Warranty shall apply to such Additional Software. Notwithstanding the aforesaid, if the Initial Term of the Additional Software is for an indefinite period, then the relevant Warranty shall expire upon the lapse of 12 months from delivery. The Warranty does not apply to Third Party Equipment sold to you hereunder (i.e. not leased) or to Third Party Software provided to you hereunder. Unless otherwise mandated by local law, the warranty does not apply to Equipment or Software received on a gratis basis. The Warranty shall not apply during any Trial Period, and does not apply to Cloud Services. Customer shall be entitled to a third party warranty accompanying (i)Third Party Equipment that is purchased by you (i.e. not Leased Equipment) and (ii)Third Party Software, solely according to the terms of such warranties.
DISCLAIMERS Customer acknowledges that except as specifically provided herein, the Equipment, the Software and the Cloud Services are provided "AS IS." COMPANY MAKES NO OTHER REPRESENTATIONS AND GRANTS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND COMPANY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OF CONDITION, PERFORMANCE, SUITABILITY OR DESIGN, OR CONFORMITY TO ANY LAW, RULE, REGULATION, AGREEMENT OR SPECIFICATION, OR OF INFRINGEMENT OF ANY PATENT, TRADE SECRET, TRADEMARK, COPYRIGHT OR OTHER INTANGIBLE PROPERTY RIGHT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Use of the Equipment, the Software and the Cloud Services including use of any analysis or information resulting therefrom or provided in connection thereto shall be at Customer's sole risk and liability.
INTELLECTUAL PROPERTY; FEEDBACK; DATA AND CODE OWNERSHIP
All rights, title and interest, including patents, copyrights, trademarks, trade names, trade secrets, and any other intellectual property rights, worldwide, and any goodwill associated therewith (collectively, "Intellectual Property Rights"), in and to the Standard Bots Equipment, the Standard Bots Software and the Cloud Services are and will remain at all times exclusively owned by (or licensed to) the Company. Other than the limited use rights expressly granted herein, no other right, title, interest or license in or to any of the Standard Bots Equipment, the Standard Bots Software, or the Cloud Services is granted to the Customer. Customer agrees to: (a) cooperate with Company in evaluating the Standard Bots Equipment, the Standard Bots Software and the Cloud Services; (b) if requested, work with Company to identify and resolve any errors, problems or defects in the Standard Bots Equipment, the Standard Bots Software or the Cloud Services discovered by Customer or Company, and in identifying additional uses and functions for the Equipment. In addition to the foregoing, Customer may be asked to provide Company with a feedback report in connection with the Equipment, the Software and the Cloud Services. All feedback, comments, and suggestions for improvements that Customer provides to Company hereunder are referred to collectively as “Customer Feedback”. Customer acknowledges and agrees that all Customer Feedback will be the sole and exclusive property of Company. Customer hereby irrevocably transfers and assigns to Company and agrees to irrevocably assign and transfer to Company all of Customer's right, title, and interest in and to all Customer Feedback, including all Intellectual Property Rights therein. At Company’s request and expense, Customer will execute documents and take such further acts as Company may reasonably request to assist Company to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Customer Feedback. Customer agrees that Company may reference Customer as a user of its products on its website and otherwise, including in connection with Customer Feedback.Ownership of data and code. Data and Customer-developed content. Any and all rights in and to all (a) data and content that is proprietary to Customer that is collected, generated or processed by the Equipment or the Software, or otherwise as part of the Cloud Services (including training data, logs and reports and any Footage, as defined below) and (b) software code, scripts, templates and models developed by you for or with respect to the Software or Equipment, e.g. to train the Robot to perform specific types of tasks (all, collectively “Records”) are the exclusive property of the Customer. Records do not include data and content such as software or firmware, training data or scripts, models or templates created or developed by the Company or by third parties (including third party licensors) for the Company. Such data and content belong to the Company (or its licensors, as applicable). Customer acknowledges that not all Records are necessarily accessible or exportable to the Customer from the Equipment, and the Company is under no obligation to make any specific Records accessible or exportable to the Customer. Access and Use of Records by the Company. Customer acknowledges and agrees that: (a) Company shall have remote access to the Robot and to any and all Records and other information stored on the Robot; and (b) Records and other information may be uploaded automatically to the Company’s cloud environment for access by the Company, and that with respect to (a) and (b) above, the Company may access and use the aforesaid Records and other information at any time, provided that the Records are only used by the Company for the limited uses specified below. Customer further acknowledges that Company may make back-up copies of such Records and information, but that Customer shall not rely on Company doing so, and that Customer, itself, shall be responsible for maintaining back up of all its data and of all Records, and Company shall have no liability for failure to do so, or for failure to provide Customer with any back-up data. The Company will only use the Records for purposes of: (a) performing and enforcing this Agreement, (b) providing the Customer technical and other support, (c) developing and enhancing the features, functions and performance of the Equipment, Software and the Company’s products and services at large, for the benefit of the Customer and/or other customers of the Company (which may include providing its other customers with the Records as models, templates or the like, for their own use), and (d) such other uses as allowed by the Company’s privacy policy. It is expressly agreed that such use by the Company shall not provide Customer with any claim to ownership or other right in the Company’s software, equipment, products or services. The Company will use the Records for the purposes indicated above using safeguards designed to prevent unauthorized disclosure of Customer’s confidential business information, the Customer’s identify and any personal information, to the extent such may be found in the Records. In furtherance of the foregoing, upon request by Company, Customer shall deliver to Company the Records in electronic format and in such hard copy as exists on the date of the request by Customer. Monitoring. Customer authorizes the Company and its designees to perform periodic monitoring of Customer’s system or network to ensure compliance with the requirements of these Terms and Conditions. Footage. Customer acknowledges and agrees that the Robot contains various cameras that record footage (the “Footage”) of the robot’s activity and its surroundings at Customer’s facility and that the Footage thus may depict individuals as well as part of the Customer’s facility. The Customer may opt to disconnect the camera connection between the Robot and the control base, in which case no Footage will be recorded. Consents and permissions. Customer shall notify all individuals who may be captured by the Equipment’s cameras, including Customer’s employees, and shall secure and maintain valid consent of such persons for the purposes and uses indicated above. Customer represents, on a continuing basis, that all such individuals have given their consent to be filmed, and to the Company’s use of the Footage, in the form and manner required by law.
CUSTOMER RESPONSIBILITIES
Customer may use the Equipment only for its intended purpose, and only in accordance with applicable law. Customer shall keep the Equipment adequately protected against unauthorized access, break-in, theft, physical hazards and harmful environmental conditions. Customer must use and handle the Equipment carefully and with strict adherence to any instructions provided by Company. Customer shall inform Company immediately in the event of theft or damage to the Equipment. Customer shall not permanently affix any accessory, equipment, device or label to the Equipment. Customer confirms that it, alone, is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Equipment and Cloud Services, including, without limitation, modems, hardware, servers, software (other than the Standard Bots Software), operating systems, networks, web servers and the like. Customer agrees that it will keep the Equipment at the address listed in the Order Form, and that it will not remove or export from the United States or allow the export or re-export of the Equipment, the Software, the Cloud Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer agrees that it will not itself, nor allow others, to disable any safety features of the Equipment or affix anything to the Equipment that may make operation thereof hazardous in any way. Customer shall not make any alteration or modification to the Equipment and shall not perform or allow any third party that is not the Company (or someone on its behalf) to perform maintenance on the Equipment. Customer is aware that improper use of the Equipment may be hazardous and cause bodily harm or death, and Customer agrees that it shall be follow all instructions provided by Company with respect to operation of the Equipment, and shall take all necessary precautions with respect to use of the Equipment. Customer agrees that it shall, at all times, comply with ISO 10218-2, R15.06 Part 2, and that it shall, prior to use of the Equipment, conduct a safety risk assessment pursuant to the guidelines specified in ISO 12100, ISO 10218-2, and Technical Specification ISO/TS 15066. Without derogating from the aforesaid, as part of such assessment, Customer shall take such actions as specified in
Exhibit B hereof. Customer is aware that use of the Equipment with software other than the Software may be dangerous and may cause injury or death to others. Customer agrees not to install or use any such foreign software with the Equipment. The Customer agrees that it will not allow the use of Equipment, Software and Cloud Services by children or those with physical or mental handicaps or other special needs who may be harmed by the use thereof. Customer assumes the sole and complete liability for such use of the Equipment, Software or Cloud Services by such parties, waives any claim or demand against Company in connection therewith, and agrees to indemnify Company in full with respect to any claim or damage suffered by Company in relation to such use.
CUSTOMER USERS & REGISTRATION
In order for Customer to gain access to the Standard Bots Software and to use the Cloud Services, it will undertake such registration processes as required by the Company from time to time, and shall ensure that each of its Authorized Users (as defined herein) shall create a cloud-based account as may be instructed by the Company (each, an "Account"). For purposes of these Terms and Conditions, an "Authorized User" shall be such employee or contractor of Customer whose duties require access and use of the Equipment. Only Authorized Users with Accounts may access or use the Equipment. Company shall ensure that (i) in registering for an Account, each Authorized User provides accurate, updated and complete information about himself or herself as prompted by the registration form (the “Registration Data”); and (ii) each such Authorized User shall promptly update the Registration Data as necessary from time to time, so that it remains accurate and complete. Customer shall ensure Authorized Users do not share their Account or any password associated therewith with any third party. Customer agrees to: (i) notify Company immediately of any unauthorized use of a password or an Account or any other breach of security; and (2) require Authorized Users to exit from their Account at the end of each session. If Customer or Authorized Users provide any information that is not accurate or complete, or if Company has reasonable grounds to suspect that such information is not accurate or incomplete, Company has the right to suspend or terminate the Account and refuse any and all further use of the Software and the Cloud Services by the relevant Authorized User. Customer shall be responsible for all actions of the Authorized Users and shall take full liability therefor.
TERM & TERMINATION Unless terminated earlier pursuant to these Terms and Conditions, the Agreement shall remain in effect with respect to each Order of Leased Equipment and each Order of Software, until the expiration of the Initial Term thereof. Following the expiration of the Initial Term and each Renewal Term thereafter, the Agreement shall automatically renew with respect to such Order for additional, successive, Renewal Terms unless terminated by either Company or Customer with advanced written notice prior to the end of the Initial Term or the Renewal Term, as applicable. Unless terminated earlier pursuant hereto, this Agreement shall remain in force and effect for so long as any Orders remain in effect. Termination of this Agreement or any Order hereunder shall not effect any of your obligations or liabilities hereunder or thereunder predating such termination. All provisions of this Agreement which should by their nature survive termination shall so survive.
DEFAULT AND REMEDIES
Without derogation, any of the following events or conditions will constitute your default hereunder (each an “Event of Default”): a) you fail to pay any sum due us within ten (10) days after the due date thereof; b) you fail to observe or perform any other material term, covenant or condition of the Agreement which is not curable (a “Material Breach”), or if curable (and not a Material Breach) such failure continues for ten (10) days following the receipt of written notice from us; (c) you violate any of the Supplemental Terms of the relevant license applicable to the Third Party Software c) the filing by or against you of a petition under the United States Bankruptcy Code or under any insolvency law providing for the relief of debtors; d) the voluntary or involuntary making of an assignment of a substantial portion of your assets by you for the benefit of creditors, appointment of a receiver or trustee for you or for your assets, commencement of any formal or informal proceedings for dissolution, liquidation, settlement of claims against or winding up of your affairs, or you cease doing business as a going concern; e) any representation or warranty made by you herein or in any document delivered by you in connection herewith will prove to have been misleading or inaccurate in any material respect when made (or later, if such representation or warranty has been made on a continuing basis); f) you are in default under any other contract with us; g) you sell, transfer, or dispose of substantially all of your assets or merge or reorganize without our prior consent; or h) you create, incur, assume or suffer to exist any lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Leased Equipment or Standard Bots Software or any of our interest therein. Upon the occurrence of an Event of Default, we may, at our option, a) suspend service under any Order or Orders; b) require you to pay as liquidated damages and not as a penalty the present value of the remaining balance of the payments due under one or more outstanding Orders, plus all other amounts (including any past due payments) owed to us under the Agreement, c) regardless of whether such amounts are paid, require you to return the Software and/or the Standard Bots Equipment to us, d) cancel any Order or this Agreement in its entirety (including any licenses thereunder or hereunder), but no such cancellation shall be deemed to occur unless written notice to that express effect is given by us to you, e) take immediate possession of any or all of the Software and/or Standard Bots Equipment without notice or demand and without court order or process, and for such purpose, enter upon any premises without liability for so doing, f) proceed by appropriate action either at law or in equity to enforce performance by you of the applicable covenants of the Agreement or recover damages for the breach thereof, and/or g) pursue any other remedy available to us at law or in equity. In addition, you agree to pay us all costs and expenses, including reasonable attorney’s fees, incurred by us, in exercising or attempting to exercise any of our rights or remedies, and you shall pay interest at the late fee rate provided for hereunder on all amounts owing until paid. If the Agreement is deemed to create a security interest, our remedies will include those available under Article 9 of the UCC. A waiver of default shall not be construed as a waiver of any other or subsequent default. The foregoing remedies are cumulative and not exclusive and may be exercised concurrently with one another. You shall remain liable for any deficiency after the exercise of such remedies. We shall not be required to mitigate our damages hereunder. Any amounts to be present valued hereunder shall be discounted at a rate of 5% per annum.
PRIVACY
Customer specifically agrees to the Company's privacy policy, as it shall be from time to time and as found at:
https://app.standardbots.com/privacy, and shall ensure that each Authorized User shall assent to such privacy policy.
CONFIDENTIALITY
Each of the Company and the Customer (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has previously disclosed or may disclose to it Proprietary Information (as defined below). For purposes hereof, "Proprietary Information" shall mean business, technical, financial or other confidential information relating to the Disclosing Party’s business, and shall include information derived by the Receiving Party from the Confidential Information of the Disclosing Party. Proprietary Information of Company includes, but is not limited to, the Standard Bots Software and the Cloud Services, including the Company's UI and information with respect thereto. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the use of the Equipment. The Receiving Party agrees: (i) to take no less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the case of the Company, for purposes related to the Agreement or as otherwise permitted therein) or divulge to any third person any such Proprietary Information, except as permitted herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the general public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed by it without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
INSURANCE You will keep the Leased Equipment fully insured against loss and damage, for not less than the full replacement cost thereof, and will obtain a general public liability insurance policy with such limits as required by us , from time to time, covering such Leased Equipment. You will name us and our assignees as additional named insured and sole loss payee on any such policy and will provide us with certificates or other evidence of insurance applicable to us or our assignees, before the term hereof begins. In the event you fail to procure the insurance required, we have the right but not the obligation to obtain such insurance and pay the amounts due thereon. you will reimburse us, upon demand, for the amount of such payment or cost of such performance, plus interest.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS CONTRACTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY (i) DAMAGES OR LIABILITIES ARISING OUT OF THE PURCHASE OR USE OF THE THIRD PARTY EQUIPMENT AND THIRD PARTY SOFTWARE (ii) DAMAGES OR LIABILITIES ARISING OUT OF THE USE BY CUSTOMER OF THE STANDARD BOTS EQUIPMENT, STANDARD BOTS SOFTWARE OR CLOUD SERVICES WITH ANY OTHER HARDWARE, SOFTWARE OR EQUIPMENT WITH WHICH THE STANDARD BOTS SOFTWARE OR STANDARD BOTS EQUIPMENT IS BUNDLED OR OTHERWISE CONNECTED OR (iii) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE USE OF THE EQUIPMENT, SOFTWARE OR CLOUD SERVICES, WHETHER ANY SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT DEROGATING FROM THE AFORESAID, THE COMPANY SHALL NOT BE LIABLE HEREUNDER FOR ANY AMOUNTS EXCEEDING THE LESSER OF (A) THE AMOUNT ACTUALLY PAID TO IT HEREUNDER IN THE TWELVE MONTHS PRIOR TO ANY CLAIM AND (B) TWENTY THOUSAND U.S. DOLLARS (U.S.$20,000). TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO USE OF THE EQUIPMENT, SOFTWARE OR CLOUD SERVICES DURING THE TRIAL PERIOD.TO THE FULL EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHTS NOW OR SUBSEQUENTLY CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF OUR RIGHTS OR REMEDIES HEREUNDER. NO AGENT OF OURS MAY CHANGE THE TERMS OF ANY WARRANTY HEREUNDER OR ANY LIMITATION OF OUR LIABILITY HEREUNDER.
INDEMNITY YOU WILL INDEMNIFY (ON AN AFTER-TAX BASIS) AND HOLD US, OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND OUR ASSIGNEES, DEALERS AND ANY SECURED PARTIES (THE “STANDARD BOTS PARTIES”) HARMLESS FROM AND AGAINST ALL CLAIMS (INCLUDING CLAIMS BASED ON STRICT LIABILITY IN TORT), LOSSES, COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, DAMAGES, JUDGMENTS, VERDICTS, SETTLEMENT AMOUNTS AND LIABILITIES (“DAMAGES”) THAT MAY ARISE FROM OR ARE IN ANY MANNER RELATED TO BREACH OF THE AGREEMENT OR ANY NEGLIGENT OR WRONGFUL ACT BY YOU OR BY YOUR OFFICERS, DIRECTORS, SHAREHOLDERS, CONTRACTORS, EMPLOYEES OR AGENTS (THE “CUSTOMER PARTIES”) OR ON YOUR BEHALF. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU SHALL INDEMNIFY AND HOLD THE STANDARD BOTS PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES RESULTING FROM INJURY AND/OR DEATH OF A PERSON OR DAMAGE TO OR LOSS OF ANY PROPERTY ARISING OUT OF ANY NEGLIGENT OR WRONGFUL ACT, ERROR OR OMISSION OR BREACH OF CONTRACT BY THE CUSTOMER PARTIES. THE FOREGOING SHALL NOT BE LIMITED IN ANY WAY BY AN AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER ANY APPLICABLE WORKERS COMPENSATION, DISABILITY BENEFITS OR OTHER SIMILAR EMPLOYEE BENEFITS ACTS.
ASSIGNMENT/TRANSFER YOU MAY NOT ASSIGN DELEGATE OR OTHERWISE TRANSFER (BY OPERATION OF LAW, OR OTHERWISE) THE AGREEMENT OR ANY OF YOUR RIGHTS OR OBLIGATIONS THEREUNDER WITHOUT OUR PRIOR WRITTEN CONSENT. WE MAY ASSIGN, DELEGATE OR TRANSFER ANY OF OUR RIGHTS OR OBLIGATIONS UNDER THE AGREEMENT, IN WHOLE OR IN PART, WITHOUT YOUR CONSENT AND WITHOUT NOTICE TO YOU.
FORCE MAJEURE We shall not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, failure of internet or telecommunication services, fuel, energy, labor or materials.
NOTICE Each party must deliver all notices or other communications required or permitted under these Terms and Conditions either (i) in writing to the other party at the physical address listed in the Order Form by a nationally-recognized express mail service or (ii) via email to the other party. Email to Standard Bots shall be sent to: support@standardbots.com. Email to the Customer shall be sent to the email address of the contact listed in the Order Form. Notice in writing will be effective upon receipt or refusal of delivery. Notice via email will be effective upon sending, unless an error message is received indicating non-receipt. Either party may change its physical address and/or email address for receipt of notice by giving notice of such change to the other party.
MISCELLANEOUS
a) The Agreement constitutes our legal, valid and binding agreement with you, is enforceable against you in accordance with its terms, contains the full understanding of the parties hereto with respect to the subject matter hereof and shall be binding upon and inure to the benefit of our respective successors and assigns;
b) No prior oral agreements, guaranties, promises, conditions, representations or warranties shall be binding on us;
c) If we assign or seek to assign the Agreement or any part thereof, you will deliver all documents and instruments as we or our assignees may reasonably request in order to acknowledge and confirm all of the relevant provisions of the Agreement and such assignee’s rights with respect thereto and your compliance with the terms thereof. We may disclose to any potential assignee any information regarding your or any guarantor of your obligations hereunder;
d) The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without reference to its conflict of laws provisions. Any and all disputes, claims or controversies between you and the Company with respect to the Agreement or the Products shall be subject to sole jurisdiction of the federal or state courts of the State of New York, provided that nothing herein shall be deemed to prevent Standard Bots from seeking preliminary relief in any court with competent jurisdiction;
e) YOU WAIVE YOUR RIGHTS TO A JURY TRIAL FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT;
f) You authorize us (or third parties instructed by us) to investigate and evaluate your credit history and financial responsibility and you agree to promptly deliver such financial information and tax returns as we reasonably request during the term hereof. You further agree that we may provide any and all information discovered by us or on or behalf or provided by you to us, to third parties for purposes of such investigation and evaluation, including for purposes of credit and similar checks;
g) Failure by either of us to enforce any of provisions of the Agreement or a waiver thereof in any instance shall not be construed as a general waiver on such party’s part of any such provisions which shall remain in full force and effect;
h) If any of the provisions of the Agreement shall be determined to be unenforceable by any court of competent jurisdiction then such provision shall be deemed to be excluded and the remainder of the Agreement shall remain in full force and effect;
i) YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT YOU ARE PERMITTED BY A COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION, YOU AGREE THAT (i) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS FEES OR COSTS (NOTWITHSTANDING ANY OTHER PROVISION HEREOF) AND (ii) YOU WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION;
j) In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys fees.
EXHIBIT A
All terms in this Exhibit A which are not otherwise defined shall have the meanings attributed to them in the main part of the Terms and Conditions.
LEASED EQUIPMENT LIMITED WARRANTY
Standard Bots Company (the "Company") warrants to the original acquirer (the “Original Acquirer”) of the Leased Equipment that the Leased Equipment shall be free from defects in materials and workmanship under normal use and in conformance with the Company's instructions, during such time as mandated by Section 10.2 of the main part of these Terms and Conditions (the “Warranty Period”).If a defect arises, the Company will, at its option, during the Warranty Period, (i) repair the Leased Equipment at no charge, using new or refurbished replacement parts, (ii) exchange the Leased Equipment with a refurbished or new product with equivalent functionality or (iii) provide the Original Acquirer with replacement parts accompanied by instructions for installation (“Self-Installation”), and any requirements for the disposal of the replaced part. The Company shall not be responsible for any labor or other costs incurred for Self-Installation. This warranty excludes (i) normal depletion of consumable parts such as batteries, (ii) defects caused by fault of user, (iii) Third Party Equipment that is not Leased Equipment and (iv) accessories sold by the Company. For purpose of clarification, this warranty does not cover Third Party Equipment that has been purchased from the Company.This warranty is subject to following the RMA process as may be in place at the Company from time to time. In order to obtain warranty service, please contact customer service at support@standardbots.com. It is your responsibility to back-up any data, software or other materials you may have stored on the Leased Equipment, as such data, software or other materials may be lost or reformatted during warranty service and the Company will not be responsible for such loss. In addition, it is your sole responsibility to delete all sensitive and personal information stored in, or in accessible form in the Leased Equipment prior to shipping the Leased Equipment to us, and to disable or remove all security passwords. Without derogation, this warranty does not apply in any of the following cases: Damage caused by accident, abuse or misuse. Leased Equipment that has been dismantled, tampered with, modified or repaired by anyone other than the Company or a service provider authorized by the Company.
STANDARD BOTS SOFTWARE LIMITED WARRANTY
The Company warrants to the original acquirer of the Standard Bots Software (the “Original Acquirer”), that during the Warranty Period, the Standard Bots Software shall substantially conform to the Standard Bots standard documentation provided to Original Acquirer that is related to the use or functionality thereof, including Standard Bots’ user guides and manuals. In the event that the Standard Bots Software does not so conform, Company will use its reasonable efforts, in accordance with its then current Hardware and Software Support policies, to cure such defect, provide a fix, patch or work-around (which may be included in a future revision of the Standard Bots Software) or a functional equivalent.
THE LIMITED WARRANTIES ABOVE CONSTITUTE THE COMPANY’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE LEASED EQUIPMENT OR THE STANDARD BOTS SOFTWARE.
EXHIBIT B
RISK ASSESSMENT
Customer agrees that it shall take, inter alia, the following actions with respect to its risk assessment. Customer shall identify the proper safety configuration settings, as well as the need for additional emergency stop buttons and/or other protective measures required for the specific Equipment application. Customer shall implement all such settings and measures prior to first use of the Equipment and shall address any residual risks identified, develop appropriate procedures and training, train its personnel appropriately and add warnings or notifications as necessary. The risk assessment that the Customer conducts shall consider all work to be performed and all actions to be taken by the Equipment. Identifying the correct safety configuration settings is a particularly important part of developing collaborative robot applications. When assessing risks in a collaborative robot application, it is particularly important to cover: • Severity of individual potential collisions; • Likeliness of occurrence of individual potential collisions; • Possibility to avoid individual potential collisions; If the robot is installed in a non-collaborative robot application where hazards cannot be reasonably eliminated or risks cannot be sufficiently reduced by use of the built-in safety-related functions (e.g. when using a hazardous tool), then the risk assessment conducted by the Customer must conclude that the Customer needs to add additional protective measures (e.g. an enabling device to protect the Customer during set-up and programming).Risks that need to be considered depend,
inter alia, on the robot’s environment. Some potential risk include: Entrapment of fingers between the robot and its base; Entrapment of fingers near wrist joints; Penetration of skin by sharp edges and sharp points on end effector; Penetration of skin by sharp edges and sharp points on obstacles near the robot or its base; Bruising due to impact from the robot; Sprain or bone fracture due to impact between a heavy payload and a hard surface; Inquiries caused by loose bolts coming out and causing the arm to fall; Items falling out of the end effector, e.g. due to a poor grip or power interruption. Mistakes due to different emergency stop buttons for different machines; Mistakes due to changes to the safety configuration parameters; Fire or electrocution caused by the battery of the robot, excessive heat, or failure of the circuit boards or other components.