Academics Edition - ?· Academics edition or Aldebaran software toolkit; 7.2 – NAO Robot Academics…

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Academics Edition

Terms and Conditions of Sales

THE SPECIFIC TERMS AND CONDITIONS OF SALE PROVIDED HEREIN COMPLEMENT AND APPLY TO ANY AND ALL PURCHASE ORDERS ISSUED BY THE BUYER WHOSE COMPLETE IDENTITY IS SPECIFIED IN EACH PURCHASE ORDER (BUYER) AND ACCEPTED BY ALDEBARAN ROBOTICS, SOCIT ANONYME WITH A CAPITAL OF 1.968.099 EUROS, HAVING ITS REGISTERED OFFICE AT 168-170 RUE RAYMOND LOSSERAND, 75014 PARIS, FRANCE, REGISTERED WITH THE TRADE AND COMPANIES REGISTER OF PARIS UNDER NUMBER 483 185 807 (ALDEBARAN). BY SIGNING THE PURCHASE ORDER OR USING THE PRODUCT, THE BUYER ACKNOWLEDGES TO HAVE BEEN FULLY INFORMED OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY AND TO BECOME A PARTY TO THIS AGREEMENT. IN CASE OF EVOLUTION OF THE AGREEMENT, THE LATEST VERSION OF THE AGREEMENT IS APPLICABLE TO THE USE OF THE PRODUCT. BY USING THE PRODUCT, THE BUYER IS DEEMED TO AGREE TO ALL THE TERMS OF THE UPDATED AGREEMENT.

BACKGROUND (A) Aldebaran is a company specialized in the field of software development and robotics. Created in early 2005, the company aims to create and deliver affordable, autonomous, and easily programmable humanoid robots. Aldebaran has developed the NAO robot. (B) The BUYER is a research centre or laboratory dedicated to research in mechanics, electronic, artificial intelligence, software, or more generally each organisation working on robotics or using robotics to develop a research field or learning. (C) The BUYER has wished to be authorized to use the NAO Robot Academics Edition and the Aldebaran Software Toolkit in the course of its research and learning activities.

SECTION 1 DEFINITIONS

Agreement means these Nao Academics Edition specific terms and conditions, their appendices, all purchase orders issued by the BUYER for the purchase of the Products and any amendment to these Nao Academics Edition specific terms and conditions, if applicable. Aldebaran Software means the complete and documented computer programs, including libraries, in the version provided to the BUYER, conceived and developed by ALDEBARAN. Aldebaran Software Toolkit means collectively the Aldebaran Software, the Third-Party Software and the Documentation, or any other computer program provided by Aldebaran in replacement of any of the aforementioned software components.Confidential Information: the content of this Agreement, any information that is technical, commercial, strategic, financial, economic, related to research, technical specifications, Product, development and marketing plans and/or proposals, training methods and materials, inventions, processes, studies, records, reports, memoranda, drafts, trade secrets, know-how, ideas, concepts, strategies, and any and all other information which is confidential by its nature, no matter on which medium and in which form (verbal, visual or written) it is communicated to the other Party during the negotiations or the performance of this Agreement. The Parties will make all reasonable efforts to mark as confidential all Confidential Information by showing an appropriate mention. Documentation means the operating manuals, user instructions, technical literature and all other documents regarding the use of the Product, in any form, provided to the BUYER by ALDEBARAN under this Agreement. NAO Robot Academics Edition means the robot developed by ALDEBARAN including its embedded software and sold to the BUYER pursuant to the terms and conditions of the Agreement, in the quantity set forth in the applicable purchase order. Price means the price specified in the purchase order. Product means collectively the NAO Robot Academics Edition and the Aldebaran Software Toolkit. Third-Party Software means the complete and documented computer programs, in the version provided to the BUYER, in the form of object codes, licensed under a specific license (being either an open source license or a proprietary license), as described in the Documentation. SECTION 2 PURPOSE

The purpose of this Agreement is to define the terms and conditions under which ALDEBARAN (i) sells to the BUYER the NAO Robot Academics Edition and (ii) grants him the right to use the Aldebaran Software Toolkit, for the sole purpose of using them in the course of research or education and learning.

SECTION 3 RIGHTS GRANTED

ALDEBARAN grants to the BUYER a personal, non-exclusive, non-transferable license to use the Aldebaran Software, for the duration of the applicable intellectual property rights.The licence also includes all necessary rights for the BUYER, without conferring to the BUYER the right to sub-license the Aldebaran Software, to install the Aldebaran Software and use the Documentation in connection with the use of the Aldebaran Software.ALDEBARAN provides the BUYER with the Third-Party Software so as the Aldebaran Software Toolkit can operate properly. ALDEBARAN is not granting any right on the Third-Party Software. The Third-Party Software remain subject tothe specific licenses applicable to each Third-Party Software and as described in their related applicable documentation.

SECTION 4 ORDERS AND DELIVERY

4.1 Issuance and Acceptance of orders ALDEBARAN will deliver the Product to the BUYER pursuant to purchase orders issued by the BUYER and sent to ALDEBARAN from time to time. In no event shall the general terms and conditions of the BUYER apply to the orders issued under this Agreement, unless expressly and clearly agreed by ALDEBARAN in writing. The BUYER shall not be entitled to cancel or modify any order issued under this Agreement, without the prior express consent of ALDEBARAN to such cancellation or amendment in writing. All purchase orders for a Product must be expressly accepted by ALDEBARAN to be binding on ALDEBARAN. ALDEBARAN can at its sole discretion accept or refuse any purchase order, and has no obligation to provide any justification to the BUYER.

4.2 Delivery Terms Delivery dates for the ordered quantities shall be confirmed and accepted by ALDEBARAN. The Aldebaran Software Toolkit will be delivered on the Aldebaran Secure Website (http://academics.aldebaran-robotics.com) with a personal, non-transferable access (login & password) or any other place that ALDEBARAN may notify in writing.

The NAO Robot Academics Edition will be shipped by the method ALDEBARAN deems most appropriate. Unless otherwise specified, the NAO Robot Academics Edition shall be shipped in ALDEBARANs standard packaging. Shipping and handling costs will be paid by the BUYER. Unless otherwise stated by the BUYER in writing, ALDEBARAN may proceed to partial deliveries of the orders issued by the BUYER, which will be invoiced separately upon each delivery. ALDEBARAN will make all its efforts to deliver the Product in compliance with the delivery date indicated by the BUYER and accepted by ALDEBARAN. ALDEBARAN reserves the right to refuse, cancel or delay a delivery to the BUYER in the case that the BUYER fails to comply with any of its obligations under this Agreement.

4.3 Passage of Title and Risk of Loss All NAO Robot Academics Edition sales are made as set forth in the corresponding purchase order. At the time defined in the purchase order, title and risk of loss passes to the BUYER, and ALDEBARANs liability as to delivery ceases.

4.4 Title in the Product The Products will remain the property of ALDEBARAN until full payment of the Price. The presentation of any bill of exchange or document materializing a payment obligation shall not be viewed as payment until the corresponding amount have been credited to ALDEBARANs account. The BUYER undertakes to keep the Products separate and identifiable so as to allow their restitution to ALDEBARAN if necessary. This clause does not prevent the passing of all risks relating to the Products to BUYER on delivery as described in Clause 5.3. Notwithstanding these provisions concerning the retention of title in the Product, the BUYER shall subscribe the appropriate insurance policies covering the Products against all risks related to it or that could be caused by it following its delivery. The BUYER shall be responsible for appropriate maintenance of the Products sold and shall pay for all expenses related to the return of the Products in the original conditions if the BUYER is required to return the unpaid Products.

4.5 Product Changes ALDEBARAN reserves the right to make substitutions, modifications and improvements to the Product, provided that such substitutions, modifications or improvements shall offer at least the same functionalities as the original component. In case of a substitution, modification or improvement, ALDEBARAN will provide the BUYER with a list of all such substitutions, modifications or improvements, and with the applicable terms and conditions in case they are different from the Agreement.

SECTION 5 PRICES AND PAYMENT TERMS

5.1 Price The BUYER shall pay the Price to ALDEBARAN as described in the purchase order. ALDEBARAN may invoice the BUYER in respect of the Price upon receipt of the BUYERs order. Sums stated to be payable under this Agreement do not include any and all applicable taxes, customs, tariffs, value-added tax or any other applicable taxes, which shall be paid by the BUYER in addition. This Price will be applicable from the effective date of this Agreement until 30 (thirty) calendar days. The new price lists for the following months will be defined by ALDEBARAN in good faith at the end of each calendar month. Should the BUYER not agree on such revised Price: - the Parties may try to find an agreement on such Price; - the BUYER may decide to terminate the Agreement with a prior 1 (one) month notice.

5.2 Payment Terms All sums payable under this Agreement shall be paid within 30 (thirty) calendar days of the date of the ALDEBARAN invoice. ALDEBARAN will issue invoices as set forth in the corresponding purchase order. Any amount unpaid when due by the BUYER to ALDEBARAN under this Agreement shall bear interest immediately and automatically as of the first day the payment is late until the due date of payment, at a rate of 3 (three) times the French legal interest rate, with a maximum of 1 % (one percent) per annum.

SECTION 6 OBLIGATIONS OF THE BUYER

In addition to the terms and conditions applicable to the Third-Party Software, BUYER agrees to the following: - The BUYER shall ensure that the Product are used exclusively for research, learning or education needs; - The BUYER shall strictly comply with the user instructions set forth in the Documentation; - The BUYER shall not take any action to impair the reputation of the Product, the trademarks of ALDEBARAN or its licensors and any other product of ALDEBARAN or its licensors provided however this shall not serve to restrict the universitys research or ability to publish the results of any research; - The BUYER shall use the ALDEBARAN name and trademarks only in the manner prescribed by ALDEBARAN in writing; - The BUYER shall inform ALDEBARAN of any potential defects discovered when using the Product; - The BUYER shall notify ALDEBARAN promptly of any legal notices, claims or actions directly or indirectly relating to the Product and not enter into or compromise any legal action or other proceeding relating to the Product without the prior written consent of ALDEBARAN; - The BUYER shall not use, without the prior written consent of ALDEBARAN, the Product for the benefit of third parties in any manner, and in particular: (a) not sell, resell, lease, transfer, license or sublicense or otherwise provide the Product to any third party, and, in a more general manner, not communicate all or part of the Product to any third party; (b) not charge or otherwise deal in or encumber the Product; - The BUYER shall not delete, remove or in any way obscure the proprietary notices, labels or marks of ALDEBARAN or its licensors on the Product and conspicuously display the proprietary notices, labels or marks on any copy of the Product; - The BUYER shall not alter, modify, decompile, disassemble, or reverse engineer the program code or any other part of the Aldebaran Software Toolkit, in whole or in part, except in the events and only to the extent expressly provided by law. However, even if the law authorises the above acts, BUYER shall give ALDEBARAN a written notice seven (7) calendar days prior to the date on which these acts are scheduled to take place and allow a representative of ALDEBARAN to be present during these acts; - The BUYER shall not develop any other software programs or derivative works on the basis of or using the Aldebaran Software Toolkit except for the research or education field. Any such software program or

derivative work shall not be used or exploited by the BUYER outside the research or education field. Any such software program or derivative work shall in no case be sold, assigned or licensed by the BUYER; - The BUYER shall not create any other robot or derivative works on the basis of or using the NAO Robot Academics edition or Aldebaran software toolkit; - The BUYER shall not use the Product for illegal purposes or in illegal manner, including in violation of the intellectual property rights of ALDEBARAN or any third party; - The BUYER shall provide ALDEBARAN promptly with any information, material, software or specification as may reasonably be required for the proper performance of this Agreement including access to appropriate members of the BUYERs staff. The BUYER is responsible for the completeness and accuracy of such information, material, software or specification;

SECTION 7 WARRANTY

7.1 Aldebaran Software Toolkit warranty 7.1.1 Defects The Aldebaran Software are warranted against any defect for ninety (90) days as of the execution of the AgreementDuring this warranty period, if there is any such defect, ALDEBARAN shall at its option and expense either (i) repair the defective Aldebaran Software, or (ii) replace the defective Aldebaran Software, or (iii) reimburse the purchase price paid to ALDEBARAN for the defective Aldebaran Software. These remedies are exclusive of any other remedies, and the warranty will only be effective provided that the BUYER notifies the warranty claim to ALDEBARAN in writing during the abovementioned warranty period. Any other warranty relating to defects is excluded. This warranty does not cover incorrect installation or use by any third party; misuse of the Aldebaran Software voids the warranty. The Third-Party Software are warranted only as provided in the specific licenses applicable to each. Except as set out in this Agreement, all conditions, warranties and representations in relation to the Aldebaran Software Toolkit are excluded to the extent permitted under applicable law. In particular, but without limitation, ALDEBARAN makes no warranties related to the internal characteristics of the Aldebaran Software Toolkit, the uninterrupted or error-f...

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