This License Agreement (hereinafter referred to as the “Agreement”) is rendered effective immediately upon usage of the Twara Robotics URCAP files.

BETWEEN

Twara Robotics Private Limited, a company, incorporated under the Companies Act, 2013, with its registered office at WeWork Latitude, 10th Floor, RMZ Latitude, Commercial, No. 69/458/69, Bellary Road, Near Godrej Apt, Hebbal Kempapura, Bangalore, Bangalore North, Karnataka, India, 560024 (hereinafter referred to as “Licensor”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its affiliates and permitted assigns);

AND

Any user, developer, researcher, integrator or other individual or institution not covered in the former intending to use the Licensor’s URCAP software will be hereinafter referred to as the “Licensee”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its affiliates and permitted assigns

“Licensor” and “Licensee” shall be individually referred to as “Party” and collectively referred to as “Parties”.

WHEREAS:

1. The Licensor engages in research and development of proprietary products and services in the field of robotics.

2. The Licensee desires to license such intellectual property related to its products on the terms and conditions of this Agreement.

3. The Parties have agreed to enter into this Agreement on a non-exclusive basis, on the terms and conditions set out in this Agreement.

Now, therefore, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. DEFINITIONS

1. “Grippers” shall mean the mechanical device developed by the Licensor that is capable of grasping and holding objects, which is designed to be attached to and operated via robotic arms, utilizing the Licensed Product for its functional operation.

2. “Licensed Product” shall mean the proprietary software code developed by the Licensor that is specifically designed and required to operate the Grippers, which are intended for attachment and use with robotic arms developed by the Licensee, and includes all necessary updates, modifications, enhancements, and documentation provided by the Licensor to ensure compatibility and functionality with the Licensee’s robotic arm systems.

3. “Licensor Intellectual Property” includes all intellectual property rights owned or controlled by the Licensor, related to or arising from the Licensed Product and Gripper and includes, but is not limited to, software code, algorithms, designs, trademarks, patents, trade secrets, know-how, and any related documentation necessary for the operation and integration of the Gripper and the Licensed Product.

2. NON-EXCLUSIVE LICENSE

1. The Licensor grants to the Licensee a non-exclusive worldwide license to use the Licensed Products and the Licensor Intellectual Property to manufacture and sell the [●] (“Licensee Product”) or for such other purposes as may be agreed upon by the Licensor in writing (“Authorised Use”), in consideration of the Licensee integrating the Licensed Products and Licensor Intellectual Property into the Licensee Product.

2. The Licensee acknowledges and agrees that all rights, title, and interest in and to the Licensed Products and Licensor Intellectual Property, shall remain exclusively with the Licensor. The Licensee shall not, at any time, contest or infringe upon the Licensor's ownership of such Licensed Products and Licensor Intellectual Property. This Agreement does not convey to the Licensee any ownership rights in the Licensed Products or the Licensor Intellectual Property, but only a limited right to use the same in accordance with the terms and conditions set forth in Clause 2.1 above.

3. DISCLAIMER OF WARRANTIES

1. The Licensed Products are provided “as is” and “as available,” without any representations or warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising out of any course of dealing or usage of trade. The Licensor does not warrant that the Licensed Products will meet the Licensee's requirements or that the operation of the Licensed Products will be uninterrupted or error-free. The entire risk as to the quality and performance of the Licensed Products is with the Licensee. Should the Licensed Products prove defective, the Licensee assumes the entire cost of all necessary servicing, repair, or correction.

2. The Licensee acknowledges and agrees that any modifications, alterations, or changes made to the Licensed Products by the Licensee are made at the Licensee's own risk. The Licensor shall have no liability or responsibility whatsoever for any issues, damages, losses, or defects arising out of or resulting from such modifications, alterations, or changes. The Licensor does not warrant or support any modifications made to the Licensed Products by the Licensee.

4. INDEMNIFICATION

In the event that any intellectual property used by the Licensee in the Licensee Product is found to infringe the intellectual property rights of a third party, the Licensee shall indemnify and hold harmless the Licensor, its affiliates, directors, officers and employees against all losses, damages and liabilities, including but not limited to all legal fees and expenses arising from or connected with such infringement.

5. TERM AND TERMINATION

1. Term. The Agreement shall come into force on the Execution Date and continue to be valid and in force until terminated by either Party in accordance with this Clause 4.

2. Termination. This Agreement may be terminated by either Party upon thirty (30) days' prior written notice, or if the other Party breaches this Agreement and such breach is not cured within thirty (30) days following receipt of written notice of breach. Termination of this by either Party shall not affect the rights and obligations of the Parties accrued prior to termination.

3. Upon termination of this Agreement, the Licensee shall immediately cease all use of the Licensed Products and Licensor Intellectual Property. The Licensee shall promptly return or destroy all copies of the Licensed Products and any materials containing Licensor Intellectual Property, as directed by the Licensor. The Licensee shall certify in writing to the Licensor that it has complied with the obligations set forth in this Clause 4.3 within 5 (five) days of the termination.

6. ARBITRATION

1. If any dispute arises in connection with this Agreement, senior representatives of each Party shall attempt, in fair dealing and in good faith, to settle such dispute in the best interests of Parties. In the event the Parties fail to reach an amicable settlement, either Party may initiate an arbitration proceeding.

2. Any dispute or difference or claim arising out of or in relation to this Agreement including construction, validity performance or breach thereof which is not amicably settled under Clause 5.1, shall be referred to and resolved by way of arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be presided by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be Bengaluru. The language to be used in the arbitration proceedings shall be English.

3. The Parties may seek provisional measures from Courts at Bengaluru, including provisional injunctive relief, provided that the final resolution of the dispute is through the arbitrator appointed in accordance with this Clause 5.

7. MISCELLANEOUS

1. Amendments. This Agreement may only be extended, renewed or otherwise amended by the mutual written consent of Parties hereto.

2. Entire Agreement. This Agreement, the annexure, and exhibits hereto, constitute the entire agreement and final understanding between the Parties concerning the services and all other subject matters addressed herein or pertaining thereto.

3. Survival. The provisions of Clauses 5 (Arbitration) and 6 (Miscellaneous) any other provision which by its nature is intended to survive termination or expiration shall survive termination or expiration of this Agreement.

4. Assignment. Neither Party hereto may assign, sub-contract, cede, or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, whether by merger, acquisition, sale, operation of law, or otherwise.

5. Waiver. No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition, or of any other term, provision or condition of this Agreement.

6. Notices. All notices pertaining to or required by this Agreement shall be in writing, shall be signed by an authorized representative and shall be delivered to the postal address and/or email address indicated in the signature page of this Agreement. For the avoidance of doubt, any other electronic communication shall not qualify as a written notice or document under this Agreement.

7. Severability. If any provisions of this Agreement should be held to be illegal, invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall substitute the illegal, invalid, or unenforceable provision by a legal, valid or enforceable one, approximating as closely as possible the original commercial intent of the Parties.

8. Governing law. This Agreement shall be construed, interpreted, and governed by the laws of India and to the extent applicable, the laws of the State of Karnataka.

9. Force Majeure. Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses on account of failure of performance by the defaulting Party if the failure is occasioned by war, strike, fire, act of God, pandemic, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence or intentional conduct or misconduct of the nonperforming Party, and such Party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a Party be required to settle any labour dispute or disturbance.

TWARA ROBOTICS PVT LTD. URCAP LICENSE AGREEMENT

By clicking the download link, you agree to the terms and conditions outlined in the above license agreement.