End-User Licence Agreement

This End-User Licence Agreement (this "Agreement") is a legal agreement between you and Phos PAI, Inc. ("Phos PAI", "we", "us"), for the Agent I2I desktop application, including its installer, its bundled runtime, its documentation and any updates (together, the "Software").

By choosing a plan on our website, or by installing, copying or using the Software, you accept this Agreement. If you do not accept it, do not install or use the Software. If you are accepting on behalf of an organisation, you confirm you have authority to bind it, and "you" means that organisation.

Your purchase of a subscription is separately governed by our Terms of Service, and our handling of data by our Privacy Policy. Where this Agreement and the Terms of Service differ about the Software itself, this Agreement governs.

1. Licence grant

Subject to this Agreement and to your having a valid, current subscription licence, Phos PAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• install and use the Software for your own internal business or personal purposes, on one computer at a time per subscription; and
• make a reasonable number of copies of the Software solely for backup and installation.

No other rights are granted. Any right not expressly granted here is reserved.

2. What you own

You own everything you make with the Software — your tasks, plans, recordings, robot programs and other outputs — and Phos PAI claims no rights in them. They are stored on your own computer.

3. The Software is licensed, not sold

The Software is licensed, not sold. Phos PAI and its licensors retain all right, title and interest in and to the Software and all intellectual property rights in it. This Agreement does not transfer ownership of anything.

4. Subscription, activation and the licence check-in

The Software runs only while it holds a valid licence issued against an active subscription. Activation records which computer a subscription is used on, so that the one-computer limit can be enforced; the Software must be able to reach our licence service at least once every 30 days to have its licence renewed, and each computer must sign in again through a browser at least once every 30 days. The Software does not count down to either; when one is due, it asks for the sign-in. If the licence lapses or expires, the Software stops working except for setting it up, signing in, viewing your account and reporting a problem; a task the robot is already running finishes its current run first. The full rules are in the Terms of Service.

You must not circumvent, disable or tamper with these mechanisms, subject always to section 7.

5. Restrictions

Except as sections 6 and 7 permit, and except to the extent applicable law expressly permits despite this section, you must not:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms or underlying structure of the Software;
• modify, adapt, translate, or create derivative works of the Software;
• copy, publish, distribute, redistribute, sell, rent, lease, lend, sublicense, host as a service, or otherwise transfer the Software or make it available to any third party;
• remove, obscure or alter any copyright, trademark, licence text, attribution or other proprietary notice in or shipped with the Software;
• circumvent, disable or defeat the licensing, activation, check-in or clock-verification mechanisms, or use the Software without a valid licence;
• use the Software to develop a competing product.

6. Rights that cannot be restricted

Nothing in section 5 limits any right you have under applicable law that cannot be excluded by agreement — for example, a statutory right to decompile a program to the extent necessary to achieve interoperability, where the law grants it notwithstanding a contrary contractual term. Where you intend to rely on such a right, we ask that you contact us first, since we may be able to give you the information you need without the work.

7. Open-source and other third-party components

7.1 What they are. The Software is distributed together with software developed by third parties and made available under open-source licences, and with any software of ours that we license under an open-source licence, as listed on our website (each an "Open-Source Component"). Some Open-Source Components are licensed under the GNU General Public License version 3 or later, and others under the GNU Lesser General Public License and a range of permissive licences.

7.2 Each is governed by its own licence. Each Open-Source Component is licensed to you by its own licensors under the terms of that component's own licence, and not under this Agreement. Every Open-Source Component, its licence and the notices it requires are listed on our website at www.phospai.com/open-source, and some of their licence texts also ship with the product.

7.3 The carve-out. Section 5 of this Agreement does not apply to any Open-Source Component. Nothing in this Agreement restricts your right to use, copy, modify, reverse engineer, decompile, disassemble, distribute or redistribute any Open-Source Component to the extent that component's own licence permits. Phos PAI imposes no further restriction on the exercise of the rights granted or affirmed by any Open-Source Component's licence.

7.4 Conflicts are resolved in favour of the component's licence. If any term of this Agreement conflicts with the licence of an Open-Source Component, or would restrict a right that licence grants, then that licence prevails for that component, and the conflicting term of this Agreement has no effect in respect of it. This Agreement governs Phos PAI's own software and applies to the product as a whole only so far as it does not so conflict.

7.5 Subscription enforcement does not reach Open-Source Components. The licence, activation, check-in and clock-verification mechanisms described in section 4 apply only to Phos PAI's own software. They do not apply to, gate, disable, condition or restrict any Open-Source Component, and nothing in this Agreement makes your rights in an Open-Source Component depend on having an active subscription. Where an Open-Source Component's licence disclaims any power to forbid circumvention of technological measures — as section 3 of the GNU General Public License version 3 does — Phos PAI does not invoke, and will not invoke, any such power in respect of that component, whether under this Agreement or otherwise.

7.6 Source code. Where an Open-Source Component's licence requires that the corresponding source code be made available to you, we make it available at no charge, through the source links and the written offer at www.phospai.com/open-source. You can also write to support@phospai.com.

7.7 Warranties. Open-Source Components are provided by their own licensors on the terms of their own licences, which generally disclaim all warranties. Sections 12 and 13 of this Agreement apply to Phos PAI's own software; they do not add to, and are not intended to displace, whatever the component's own licence says.

8. Safety: you remain responsible for your machinery

A robot arm can injure people and damage property. You remain responsible at all times for the safe operation of your machinery, including the risk assessment, the guarding, the emergency stops, the protective devices and the safe working procedures for your cell; for keeping people clear of the robot's reach while it moves, including while a task is being taught; and for verifying every task, program, motion and gripper action the Software produces or replays before it is run at speed, with a load, or near a person.

You must comply with all machinery-safety, occupational-safety and product-safety obligations that apply to you, and with your robot manufacturer's instructions. The Software's outputs come in part from machine-learning models and can be wrong; every output must be reviewed by a competent person before it is relied on. Do not use the Software in any application where a failure, delay, unexpected motion or incorrect output could cause death, personal injury, or severe physical or environmental damage, unless your own independent safety systems are sufficient to prevent that outcome on their own.

The Software may stop working at an inconvenient moment — because a subscription expired, because a check-in deadline passed or a sign-in fell due, or because of a fault. Your processes and safety arrangements must not depend on the Software continuing to run.

9. Data

What you teach with the Software stays on your own computer unless you choose to send us a bug report. If you choose to run any of its voice features or its Chat Agent online, what that feature needs is sent from your computer to the provider you chose, under your own account. What the Software collects, when, and what it can never collect, is set out in the Privacy Policy.

10. Updates

We may make updates available, and the Software may check for them and offer or install them. Updates are part of the Software and are governed by this Agreement unless they come with their own terms, in which case those terms apply to that update.

11. Term and termination

This Agreement takes effect when you first install or use the Software and continues until terminated. It terminates automatically if you materially breach it. We may also terminate it if your subscription ends, in which case your licence to use Phos PAI's own software ends as described in section 4.

On termination you must stop using the Software and remove it from your machines. Termination of this Agreement does not terminate your licence to any Open-Source Component, which continues on the terms of that component's own licence. Sections 2, 3, 7, 8, 12, 13, 14, 15 and 16 survive termination.

12. No warranty

To the fullest extent permitted by law, the Software is provided "as is" and "as available", without warranty of any kind, and Phos PAI disclaims all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the Software will be uninterrupted or error-free; that it will work with any particular robot, gripper, sensor, computer or configuration; or that its outputs — including taught programs, generated motions, transcriptions and generated text — will be accurate, complete, safe or fit for your purpose.

13. Limitation of liability

To the fullest extent permitted by law, Phos PAI is not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost production, downtime, or lost or corrupted data, however caused. Phos PAI's total aggregate liability arising out of or relating to the Software and this Agreement is limited to the greater of the amounts you paid for the Software in the twelve months immediately before the event giving rise to the claim and US$100.

Nothing in this Agreement limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud. Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of incidental or consequential damages, so some of the exclusions and limits in sections 12 and 13 may not apply to you.

14. Export control and sanctions

The Software may be subject to export-control and sanctions laws, including those of the United States. You must not export, re-export or make the Software available in breach of those laws, and you confirm that you are not located in, ordinarily resident in, or acting on behalf of anyone in a comprehensively sanctioned country or region, and that you are not on any restricted-party list.

15. Governing law and disputes

This Agreement, and any dispute arising out of or relating to it or to the Software, is governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Alameda County, California, have exclusive jurisdiction over any such dispute, and you and we consent to their personal jurisdiction. Either of us may instead bring an individual claim in a small-claims court where it qualifies, and either of us may ask any competent court for urgent relief to protect intellectual property or confidential information. If you are a consumer, you may also bring a claim in the courts where you live, where the law gives you that right, and nothing here deprives a consumer of the protection of mandatory rules of law in the country where they live.

This section does not apply to any dispute about an Open-Source Component, which is governed by that component's own licence.

16. General

Entire agreement. This Agreement, with the Terms of Service, the Cancellation Policy and the Privacy Policy, is the whole agreement between us about the Software — subject always to section 7, under which each Open-Source Component's own licence governs that component.

Severability. If any provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest continues in force.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

17. How to contact us

Phos PAI, Inc. — support@phospai.com