Brain Portal Website-App Terms of Service

Brain Portal Website-App Terms of Service
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Effective: July 15, 2021

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION. PLEASE REVIEW THE ARBITRATION SECTION FOR DETAILS.

These Terms of Service (“Terms”) govern your use of the Brain Corporation operational portal website (“Site”) and  Brain Corporation BrainOS mobile application (“App”), application programming interfaces or other services offered in connection with the Site or App (collectively with the Site and App, the “Services”), all for use in conjunction with a licensed BrainOS® powered product provided under the “Brain” or “BrainOS” trademark (each, a “Robot”). Brain Corporation (“Brain” “we” or “us”) provides the Services. “You” refers to you as a user of the Services.

BY USING THE SERVICES, CLICKING A BOX INDICATING ACCEPTANCE, OR SIGNING THESE TERMS (OR A DOCUMENT REFERENCING THESE TERMS), YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

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1. Eligibility

You must be at least 18 years old and capable in your country of residence of entering into a legal binding agreement to use the Services. Additionally, you must have entered into an active license agreement with Brain or its authorized distributor(s) for use of Brain’s software or services (a “Brain Licensee”) or be an employee, agent, contractor, transferee, or other entity that a Brain Licensee appoints to use the Services on its behalf. Brain offers the Services to businesses, such as Brain Licensees, not consumers. You are using the Services as an agent of the Brain Licensee you are associated with, such as your employer.

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2. Setting up an Account

There are different levels of users of the Services. You do not have to register for a user account (“Account”) to access the basic level of functionality of the Services (e.g., using the App to access information about a Robot you are operating). We call this level of user a “Session User.” To access additional functionality of the Services (e.g., using the Site to access more and/or remote information about Robots in your fleet), you may be required to register for an Account and provide certain information about yourself as prompted by the Account registration form. We call this level of user a “Persistent User.” You agree that all information you submit under your Account is true and accurate and that you will keep the information up to date.  

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3. Agreed Usage and Limitations

3.1 Intended Use.  The Services are intended to be accessed and used for non-time-critical information about the Robots. Services may require an internet connection from a third-party provider in order to use some features. In such cases, your internet connection is subject to the fees, restrictions, terms and limitations imposed by your provider.  While we aim for the Services to be highly reliable, they are not intended to be available 100% of the time. Brain does not offer any specific uptime guarantee for the Services. The Services may be subject to sporadic interruptions and failures for a variety of reasons beyond Brain’s control, including connectivity intermittency, service provider uptime, mobile notifications and carriers, among others.  Some Services may be unavailable, vary (by product or geography, for example), be offered for a limited time, or require separate subscriptions. You acknowledge that Brain is not responsible for any damages allegedly caused by the failure or delay of the Services.

3.2 Temporary Suspension.  The Services may be suspended temporarily without notice for security reasons, system failure, maintenance, and repair or other circumstances. You agree that you will not be entitled to any refund, rebate or other remuneration for such suspensions.

3.3 System Requirements.

You will not be able to access the Services without:

  • reliable internet connectivity with the Robots and the device accessing the Services;
  • an Account (required for Persistent Users);
  • device such as a supported phone, tablet or computer; a mobile device, such as a supported phone or tablet with a camera capable of reading barcodes on the Robot (required for some functionality) and running a then-current operating system; and
  • other system elements that may be specified by Brain.

It is your responsibility to ensure you have all the required system elements and that they are compatible, properly configured and updated as needed. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

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4. Acceptable Use of the Services

You are responsible for your use of the Services and, for Persistent Users, for any use of the Services made using your Account. When you use the Services, you must not:

  • violate any law or regulation;
  • violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
  • engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
  • transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
  • stalk, harass, or harm another individual;
  • impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
  • use any means to scrape or crawl or otherwise collect data from the Services;
  • attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;
  • use the Services in violation of the license agreement with Brain or its authorized distributor(s) for use of Brain’s software or services that makes you eligible to access the Services pursuant to Section 1; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

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5. Access to App

5.1 If you download the App from the Apple Store or Google Play App Store, subject to your compliance with these Terms and the Apple Store or Google Play App Store terms, Brain hereby grants you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right to access the App on a mobile device owned or otherwise controlled by you, strictly in accordance with the App’s documentation and these Terms.

5.2 As between the parties, Brain owns all right, title and interest in and to App, and any intellectual property rights associated with it. Brain reserves all rights in and to App not expressly granted to you in these Terms. Except as expressly permitted by these Terms, by law, or by applicable third party license, you must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the App; (ii) host the App for the benefit of third parties; (iii) disclose or permit any third party to access the App, except as expressly permitted in these Terms; (iv) modify or create derivative works of the App, or merge the App with other software; (v) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the App or attempt to derive any of its source code, in whole or in part; (vi) modify, obscure, or delete any proprietary rights notices included in or on the App; (vii) otherwise use or copy the App in a manner not expressly permitted by these Terms; or (viii) use the App beyond its applicable term.

5.3 By using the App, you acknowledge that this section of the Terms is entered into by and between you and Brain and not with Apple, Inc. or Google, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this section and that Apple, Inc. and Google, Inc. have the right (and is deemed to have accepted the right) to enforce this section. Brain is solely responsible for the App and any content contained therein. You acknowledge that Apple, Inc. and Google, Inc. have no obligation whatsoever to furnish any maintenance and support services with respect to the App. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.  

5.4 In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Brain, not Apple, Inc. or Google, Inc., will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

5.5 This Section 5 only applies to the extent that you have access to the App. Upon deletion of the App from your mobile device, all rights granted to you in this section will also terminate, and you must cease use of the App and delete all copies of the App from your mobile device and delete your Account (if you have an Account). Termination will not limit any of Brain’s rights or remedies at law or in equity.

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6. Ownership

Brain owns or licenses all right, title, and interest in and to (i) the Services, including all software, text, media, and other content available on the Services (“Brain Content”); and (ii) all our trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor and those of third-parties within the Services (“Marks”). The Services, Brain Content, and Marks are all protected under U.S. and international laws. The look and feel of and Services are copyright © Brain Corporation. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without Brain’s express written permission.

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7. Privacy

Our Privacy Policy (https://www.braincorp.com/data-privacy/) explains how we collect, use, protect, and when we share personal information and other data with others. Brain offers the Services to businesses, such as Brain Licensees, not consumers. You are using the Services as an agent of the Brain Licensee you are associated with, such as your employer. If you have an Account, you are responsible for maintaining the confidentiality of your Account information, including protecting any usernames and passwords. You are responsible for all activities that occur under your Account and you agree to notify us immediately of any unauthorized access or use of your Account.  We are not responsible or liable for any damage or loss related to any unauthorized access or use of your Account.

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8. Termination

We reserve the right to discontinue or otherwise not provide the Services to any user. We also reserve the right to terminate any user’s right to access the Services at any time, in our discretion. If you violate any of these Terms, including, for example, if you are no longer eligible to access the Services because you are no longer associated with an active license agreement with Brain or its authorized distributor(s) for use of Brain’s software or services, your permission to use the Services automatically terminates and you must immediately cease use of the Services and delete all copies of the App from your mobile device and delete your Account (if you have an Account).

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9. Disclaimer and Limitations on Our Liability

YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAIN AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAIN AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. BRAIN AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (IV) INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (VI) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRAIN OR ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAIN’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED US $50.  

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

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10. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Brain and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your Account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

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11. Arbitration Agreement & Waiver of Certain Rights

Except as set forth below, you and we agree that we will resolve any disputes between us (including any disputes between you and a third-party agent of ours) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below).  All controversies, claims, counterclaims, or other disputes arising between you and us or you and a third-party agent of ours (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to the Terms. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of the Terms including, but not limited to, a claim that all or any part of the Terms is void or voidable.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis.  The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis.  Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.  This Section of the Terms will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

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12. Other Provisions

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.  

You agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services will be filed only in the state or federal courts located in San Diego, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.  

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.  

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

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13. Changes to these Terms

We enhance and update the Services often. As such, we reserve the right to change the Terms and/or Services, at any time in our discretion with or without notice.  If we change these Terms, we will give you notice by posting the revised Terms on the Site or through the other Services. Those changes will go into effect on the revision date shown in the revised Terms. BY CONTINUING TO USE THE SERVICES, YOU ARE AGREEING TO THE REVISED TERMS.  

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PLEASE PRINT A COPY OF THESE TERMS FOR YOUR RECORDS AND PLEASE CHECK THE SITE AND OTHER SERVICES FREQUENTLY FOR ANY CHANGES TO THESE TERMS.

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Minuteman Roboscrub 20 | EULA

Last Updated: April 24, 2020

We take agreements with our customers seriously. This End User License Agreement (this “agreement”) explains the use of our software and autonomy services, and the terms and conditions of your license with Brain Corporation.

Please read the details contained in this agreement to ensure that you are fully informed. By using our products and services, you are agreeing to the terms and conditions contained in this agreement. If you have any questions or concerns, please contact us using the details provided in the “Contact Us” section.

Introduction

This agreement covers the terms and conditions for the use of any Brain Corporation autonomous navigation software (“software”) contained on any BrainOS powered RoboScrub 20 robotic scrubber sold or distributed under the “Brain” or “BrainOS” trademark (each a “robotic scrubber”). This agreement forms a legally binding contract between you and us, Brain Corporation, a California corporation (“Brain”) for the use of the software and robotic scrubber(s).

1. Accepting this Agreement

By (a) using the software or the autonomy features, (b) clicking a box indicating your acceptance, or (c) executing an order form or other agreement that references this agreement, you agree to be bound by the terms and conditions of this agreement, including its limitations on access, use, transferability, warranty and liability. In addition, you are agreeing that you have the authority to bind yourself (or your employer or other entity on whose behalf you are agreeing) to the terms and conditions of this agreement. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to these terms and conditions, you may not use the software or the autonomy features or exercise any of the rights granted by this agreement.

2. Autonomy Services

During the initial period specified in the purchase order or other agreement for your purchase or use of the robotic scrubber and any additional purchase of an extension of access to the autonomy features between you and Brain or an authorized manufacturer, reseller or distributor (an “authorized seller”), we agree to provide the following services (the “autonomy services”) to you:

  • 2.1 Autonomy Features. With the autonomous navigation and other features of the software (the “autonomy features”) enabled for a robotic scrubber, the robotic scrubber can clean along routes that you pre-configure. You are solely responsible for the design of all pre-configured routes. Without the autonomy features enabled, the robotic scrubber will not be able to operate autonomously but can be used in manual operation.
  • 2.2 Support Services. Brain will provide you software support services from the robot operations center (“ROC”), which provide the following, as applicable: (a) cloud-connectivity for remote diagnosis of problems and support relating to the autonomy features; (b) software updates for safety-critical or new software features; and (c) summary data on the usage and operation of each robotic scrubber.

3. Use of the Software and Autonomy Features by You

You must comply with the usage rules established below that apply to all robotic scrubbers:

  • 3.1 You agree that you are responsible for the operation and use of the autonomy features by you and your employees, agents, and contractors and any transferee or other entity that you permit to use the robotic scrubber (“permitee”). Use of the autonomy services and the autonomy features carry the following restrictions and limitations on use as provided in this Section 3 (the “restrictions on use”).
  • 3.2 You agree to use the software, autonomy services, or the autonomy features only for purposes that are permitted by (a) this agreement, and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States, or such other country in which you purchase or use the robotic scrubber).
  • 3.3 Approved Uses. The autonomy features allow the robotic scrubber to learn actions performed by an operator and later autonomously perform similar actions based on that learning. Notwithstanding the restrictions on use in this Section 3, you, your employees, agents, contractors, and other permitees, shall only use the robotic scrubber and autonomy services to clean areas and surfaces reasonably cleaned by a manual scrubber of comparable build and design to the base scrubbing unit of the robotic scrubber in “approved environments.” Specifically, these approved environments are physical spaces that are monitored and designated for cleaning using industry standard practices for machinery and wet floors, including caution signage and barriers. While a robotic scrubber is in autonomous mode, all drops, stairs, escalators, moving platforms, or cliffs near to the robotic scrubber during its operation must be guarded by a physical barrier. You, as well as your employees, agents, contractors, and other permitees, shall use the autonomy services in accordance with the training and the robotic scrubber’s user manuals. These manuals may be updated, revised or otherwise modified by Brain or an authorized seller.
  • 3.4 Training. Brain or an authorized seller shall provide training to you for the operation and use of the robotic scrubber and associated autonomy services. This training includes operation subject to the restrictions on use described in this Section 3. After you have completed the training for the robotic scrubber, you will be responsible for instructing all operators of the robotic scrubber how to use the robotic scrubber and autonomy services in accordance with the training. Brain and the authorized sellers reserve the right to charge for additional on-site training requests.
  • 3.5 Cellular Connection. During operation, if access to cellular data is not available for a robotic scrubber, Brain may not be able to provide that robotic scrubber the applicable support services from the ROC described in paragraph 2.2. Text alert communications require you to provide a cellular phone with cellular service.
  • 3.6 Proper Maintenance and Inspections. You, as well as your employees, agents, contractors, and other permitees, shall only use the software and the autonomy features so long as the robotic scrubber is maintained and operated in accordance with the training and the robotic scrubber’s user manuals. This maintenance and operation shall include, but not be limited to, (a) inspection of the robotic scrubber prior to operation to ensure, among other things, squeegees are properly positioned and cleaned, liquids are filled, and there is no obvious damage to the robotic scrubber, and (b) maintenance and routine service at least in accordance with industry standards for manual scrubbers. All robotic scrubbers are to be stored in a reasonably secure location away from public access.
  • 3.7 Conduct Restrictions. You, as well as your employees, agents, contractors, and other permitees, shall not engage in any of the following conduct or activities: (a) operating a robotic scrubber in any manner that constitutes a prohibited use under the robotic scrubber’s user manuals or periodic updates; (b) intentionally tampering with, modifying, or damaging the robotic scrubber or any hardware or sensors containing or associated with the software or the autonomy services; (c) installing or modifying, or attempting to install or modify, any software other than the software on the robotic scrubber (except solely as otherwise permitted under pursuant to any open source licenses, if any, provided to you by Brain, in connection with the software licensed hereunder); (d) installing or attempting to install the software on any hardware or device other than the robotic scrubber; (e) using the software or the autonomy services to conduct any operation of the robotic scrubber beyond routine cleaning functions within an approved environment; or (f) attempting to deliberately damage or undermine the legitimate operation of the autonomy services or the software. The robotic scrubbers, software, and autonomy services are not designed or intended for use in environments requiring fail-safe performance, including any application in which the failure of the robotic scrubbers, software, and autonomy services would reasonably likely lead directly to death, personal injury, or severe physical or property damage.

4. License from Brain

  • 4.1 Subject to the terms of this agreement, we are granting you a royalty-free, non-sublicensable, and non-exclusive license solely during the period when you have access to the autonomy services as provided in Section 2 and solely for your use (or your use on behalf of your employer or entity on whose behalf you are agreeing) of the software in the country in which Brain or an authorized seller delivered the robotic scrubber to you in conjunction with (a) the robotic scrubber pre-loaded with the software that you acquired and (b) the autonomy services. “Use” as used in this paragraph shall mean the ability to run or execute the software through an interface on the robotic scrubber as necessary to navigate and operate the robotic scrubber autonomously in an approved environment in accordance with Section 3.
  • 4.2 All rights not specifically granted under this agreement are reserved by us and, as applicable, our licensors. THE SOFTWARE IS LICENSED, NOT SOLD. YOU ARE PERMITTED TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF, AND ONLY AS EXPRESSLY ALLOWED BY, THIS AGREEMENT. Your license confers no title or ownership in the software and should not be construed as a sale of any rights in the software. This agreement also applies to any patches or updates you may obtain for the software, and to the software on any robotic scrubber that you use.
  • 4.3 You agree and acknowledge that Brain, our affiliates and our licensors own all legal right, title and interest in and to the software (including any patches and updates to the software and all copies), including any intellectual property rights that subsist in the software. “Intellectual property rights” means any and all rights under patent law, copyright law, moral rights, trade secret law, trademark law, and all other proprietary rights. We reserve all rights not expressly granted to you. Our software is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws of the country in which you purchase or use the robotic scrubber.
  • 4.4 You may not: (a) copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the software or any part of the software; or (b) sell, rent, lease, license, distribute or otherwise transfer, commercialize, or offer or provide a service with, any software or device (other than the robotic scrubber as provided to you) incorporating the software or any part of the software.
  • 4.5 Nothing in this agreement gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
  • 4.6 You agree that you will not remove, obscure, or alter any proprietary rights notices (including patent, copyright, and trademark notices) that may be affixed to or contained within the software or the robotic scrubber.

5. Privacy and Information

To continually innovate and improve our software and to provide additional or improved products, software, or services to current or future customers, we may collect, and you agree to the collection of, certain data from the software or the robotic scrubber maintained and used in accordance with Brain’s Data Policy, as may be updated by Brain from time to time. You may be subject to, or have, additional country or region specific limitations, consents, responsibilities, or rights related to our collection, use, or transfer of information under this agreement; please visit Brain’s Data Protection Addendum for additional terms that are applicable to you.

6. Terminating this Agreement

  • 6.1 This agreement will continue to apply until terminated by either you or Brain as set out below.
  • 6.2 If you want to terminate this agreement, you may do so by ceasing completely your use of the software and the autonomy features. You may be required to separately terminate your autonomy services under terms and conditions provided in your purchase order or other agreement with Brain or an authorized seller.
  • 6.3 We may, at any time, immediately terminate this agreement with you if: (a) you have breached any provision of this agreement; or (b) Brain is required to do so by law. In the event you make any use of the software, autonomy services, or the autonomy features not expressly permitted by this agreement, your license rights under this agreement shall immediately and automatically terminate. When this agreement comes to an end, all legal rights, obligations and liabilities that you and Brain have benefited from, been subject to (or which have accrued over time while this agreement has been in force) or which are expressed to continue indefinitely, shall not be affected and the provisions of paragraph 10.4 shall continue to apply to such rights, obligations and liabilities indefinitely.

7. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE, AUTONOMY SERVICES, AND AUTONOMY FEATURES IS AT YOUR SOLE RISK AND THAT THE SOFTWARE, AUTONOMY SERVICES, AND AUTONOMY FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM BRAIN. BRAIN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRAIN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING UNDER THIS AGREEMENT THAT MAY BE INCURRED BY YOU, WHETHER OR NOT BRAIN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9. Changes to this Agreement

We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this agreement and to impose new or additional rules, policies, terms, or conditions as required for safety, for compliance with laws or government regulations, and/or that do not materially impact your use of the robotic scrubber (collectively referred to in this agreement as “additional terms”) on your use of the software, autonomy services, or the autonomy features. The additional terms will be effective immediately and incorporated into this agreement. Your continued use of the software, autonomy services, or the autonomy features following notice, at the mailing address or email address you provided to Brain, of any additional terms will be deemed to constitute your acceptance of all such additional terms. All additional terms are hereby incorporated into this agreement by reference.

10. General Legal Terms

  • 10.1 This agreement constitutes the whole legal agreement between you and Brain and governs your use of the software, autonomy services, and the autonomy features (excluding any services which we may provide to you under a separate written agreement), and completely replaces any prior agreements between you and us in relation to the software, autonomy services, and the autonomy features. Unless expressly overwritten and agreed upon in writing by us, the terms and conditions of this agreement shall control in the event of a conflict with terms and conditions in a purchase order, vendor agreement, extended service agreement, or any other instrument. You agree that if Brain does not exercise or enforce any legal right or remedy which is contained in this agreement (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this agreement is invalid, then that provision will be removed from this agreement without affecting the rest of this agreement. The remaining provisions of this agreement will continue to be valid and enforceable.
  • 10.2 THE SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
  • 10.3 The rights granted in this agreement may not be assigned or transferred by you without the prior written approval of Brain. You shall not be permitted to delegate your responsibilities or obligations under this agreement to any third party without our prior written approval.
  • 10.4 This agreement, and your relationship with us under this agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $500,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be San Diego, California. The arbitration shall be governed by the laws of the State of California. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The standard provisions of the Commercial Rules shall apply. Arbitrators will have the authority to allocate the costs of the arbitration process among the parties but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. Notwithstanding the foregoing, you agree that Brain shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
  • 10.5 This agreement shall serve as the Autonomous Navigation Software End User License Agreement (“EULA”) as may be referenced by the robotic scrubber’s user manuals and other documents by us or any authorized seller.

11. Contact Us

If you have questions or comments, or if you have a concern about this agreement, you may also contact us by postal mail or email at:

Brain Corporation
Attn: EULA
10182 Telesis Court, Suite 100
San Diego, CA 92121
eula@braincorporation.com