Terms and Conditions for Agnostic Robotic Control System (“ARCS”)
The following Terms and Conditions (the "Agreement") govern your use of our proprietary software application(s) and related services ("ARCS" or “Product”) provided by RV Automation Technology Company Limited (“RV”). By accessing or using the Product in any manner, you agree to be bound by this Agreement as well as our Privacy Policy, which can be found at https://www.rvautotech.com/privacy-policy. If you do not accept these terms, please refrain from using the Product.
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1. Definitions
1.1 “Authorized Reseller” refers to a legal entity permitted by RV to sell or distribute its Product.
1.2 "Customer" refers to an individual or legal entity that has entered into this Agreement with RV, either directly or through a reseller, distributor, or other authorized representative.
1.3 "Documentation" means all written materials, user guides, technical specifications, and other information made available by RV regarding the Product.
1.4 "Effective Date" refers to the date on which Customer accepts this Agreement, whether electronically or in writing.
1.5 "Fees" refer to the fees payable by Customer for their use of the Product, including but not limited to license fees, maintenance fees, support fees, and any additional charges specified herein.
1.6 "Intellectual Property Rights" include patents, trademarks, service marks, trade names, copyrights, moral rights, know-how, and other intellectual property rights recognized under applicable laws throughout the world.
1.7 "Licensed Materials" mean the Product, Documentation, updates, upgrades, enhancements, and any other content delivered by RV pursuant to this Agreement.
1.8 "Maintenance Services" are those services described in Section 8 below, providing bug fixes, security patches, and minor feature improvements.
1.9 "Support Services" are those services described in Section 9 below, offering assistance with installation, configuration, troubleshooting, and general usage questions.
1.10 "Term" refers to the period during which this Agreement shall remain effective, commencing on the Effective Date and continuing until terminated according to its provisions.
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2. License Grant
Subject to the terms and conditions set forth in this Agreement, RV grants Customer a non-exclusive, non-transferable right to install and use the Licensed Materials solely within the scope of the licensed features purchased or subscribed by Customer. This license does not grant Customer any ownership interest in the Licensed Materials.
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3. Restrictions
3.1 Customer may not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Licensed Materials except as permitted by law or expressly authorized by RV.
3.2 Customer agrees not to rent, lease, sublicense, sell, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials to third parties without prior written consent from RV.
3.3 Customer must comply with all applicable export control regulations when using the Licensed Materials.
3.4 Customer will not remove, alter, or obscure any copyright, patent, trademark, or other Intellectual Property Right notices contained in the Licensed Materials.
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4. Fees and Payment
4.1 Customer agrees to pay the Fees associated with their use of the Product, as detailed in the Order Form or Subscription Agreement executed between Customer and RV / RV’s Authorized Reseller.
4.2 All payments due under this Agreement must be paid in full within thirty (30) days after receipt of invoice unless alternative payment terms have been agreed upon in writing.
4.3 Late payments may result in suspension of Service, termination of this Agreement, or both, at RV's sole discretion.
4.4 Invoiced amounts are exclusive of taxes, duties, levies, tariffs, and similar governmental assessments, which Customer will be responsible for paying if they apply.
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5. Confidentiality
Customer acknowledges that it may receive confidential information about RV during the course of performing its obligations under this Agreement. Customer agrees to maintain such information in confidence and not disclose it to any third party without the prior written consent of RV, except as required by law or court order.
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6. Warranty Disclaimer
6.1 To the maximum extent allowed by applicable law, RV provides no warranties, representations, or guarantees concerning the performance, reliability, accuracy, completeness, or timeliness of the Licensed Materials.
6.2 RV makes no warranty that the operation of the Licensed Materials will be uninterrupted or error free.
6.3 Any implied warranties, including merchantability, fitness for a particular purpose, title, and noninfringement, are excluded to the greatest extent permissible by law.
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7. Limitation of Liability
To the maximum extent permitted by applicable law, neither RV nor its directors, officers, employees, agents, suppliers, licensors, or representatives will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or relating to this Agreement, regardless of the form of action, even if advised of the possibility of such damage.
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8. Maintenance Services
8.1 Subject to the payment of applicable Fees, RV will provide Maintenance Services to Customers. These services include bug fixes, security patches, and minor feature improvements.
8.2 Maintenance Services will be provided in accordance with RV's published policies and procedures.
8.3 RV reserves the right to change or discontinue Maintenance Services at any time, subject to reasonable notice to Customers.
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9. Support Services
9.1 Subject to the payment of applicable Fees, RV will provide Support Services to Customers. These services offer assistance with installation, configuration, troubleshooting, and general usage questions.
9.2 Support Services will be provided in accordance with RV's published policies and procedures.
9.3 RV reserves the right to change or discontinue Support Services at any time, subject to reasonable notice to Customers.
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10. Term and Termination
10.1 This Agreement will commence on the Effective Date and continue until terminated according to its provisions.
10.2 RV may terminate this Agreement immediately upon written notice to Customer if Customer materially breaches this Agreement and fails to rectify that breach within fifteen (15) calendar days following written notice thereof.
10.3 Automatic Termination - this Agreement shall automatically terminate upon the occurrence of any of the following events:
10.3.1 The expiration of the Term.
10.3.2 The insolvency of Customer or Customer's consent to the filing of a petition seeking such insolvency proceedings.
10.3.3 The entry of a decree or order for relief by a court of competent jurisdiction against Customer, appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of Customer's property or providing for the winding up or dissolution of Customer.
10.4 Effect of Termination - Upon termination of this Agreement for any reason other than the insolvency of Customer or Customer ceasing to conduct business in the ordinary course without its obligations hereunder being waived, the following shall apply:
10.4.1.1 All rights and licenses granted to Customer hereunder shall immediately cease.
10.4.1.2 Customer shall immediately cease use of the Licensed Materials and delete and return all copies of the software, documentation, and other materials related to RV.
10.4.1.3 All payments owed to either party shall be immediately due and payable.
10.5 Survivorship - Certain provisions of this Agreement shall survive the termination of this Agreement, including but not limited to Sections 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Maintenance Services), 9 (Support Services), and 11 (Governing Law).
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11. Governing Law
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region.