License Agreement

1. Background

This license agreement governs your use of the INCAR software stack ("INCAR Stack"). You must therefore agree to this License Agreement prior to any use. If you are using the INCAR Stack on behalf of an organization, you represent that you have the authority to bind that organization, and the term "you" or "Licensee" in this License Agreement will include the organization.

2. Scope

This License Agreement applies to the INCAR Stack.

The parties may agree to specific terms in an Order document. In the event of conflict between this License Agreement and an Order document, the Order shall prevail.

3. License and Limitations

3.1 License types

Subject to Licensee's full compliance with this License Agreement and payment of all applicable fees, INCAR Robotics AB grants Licensee a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the INCAR Stack during the applicable subscription term in accordance with the license type purchased by Licensee. For the avoidance of doubt, no license granted under this License Agreement includes any right to sell, resell, license, sublicense, distribute or otherwise make the INCAR Stack itself available to any third party, except to the extent expressly agreed by INCAR Robotics in writing.

3.2 Commercial License

If Licensee purchases a Commercial Standard License, Licensee may use, reproduce, modify, adapt and deploy the INCAR Stack for Licensee's internal business purposes and for commercial use delivery of trained skills, integrations, solutions or work product created using the INCAR Stack, subject to the restrictions in this License Agreement. Use is limited to the number of authorized seats purchased by Licensee.

3.3 Commercial Enterprise License

If Licensee purchases a Commercial Enterprise License, Licensee may use, reproduce, modify, adapt and deploy the INCAR Stack for Licensee's internal business purposes and for commercial delivery of trained skills, integrations, solutions or work product created using the INCAR Stack, subject to the restrictions in this License Agreement. A Commercial Enterprise License permits use by an unlimited number of Licensee's internal authorized users during the applicable subscription term, unless otherwise stated in the applicable Order.

3.4 Academic License

If Licensee purchases or is granted an Academic License, Licensee may use, reproduce, modify and adapt the INCAR Stack solely for academic research, education and other strictly non-commercial purposes. The Academic License may not be used, directly or indirectly, for commercial activities, commercial services, commercial product development, paid consulting, contract research for commercial benefit, or any other for-profit purpose.

3.5 License controls

Licensee shall not circumvent, disable, defeat, interfere with or otherwise work around any license control, access control, usage restriction, technical protection measure or other technical limitation of the INCAR Stack, including any mechanism that limits training, retraining, fine-tuning, data collection or other functionality based on license status.

3.6 Seat usage

The Academic and Commercial, but not Commercial Enterprise, license is based on a per seat usage, and additional seats can be ordered at any time. It is the responsibility of Licensee to ensure that it is correctly licensed throughout the license term, and that it does not exceed its number of licensed seats.

3.7 Documentation

All right, title and interest in and to the documentation, including all copyrights therein, shall remain vested in INCAR Robotics and its licensors.

3.8 Open-source and copyleft restrictions

Licensee shall not publish, distribute, contribute, combine, integrate, link, embed, adapt or otherwise use the INCAR Stack in any manner that would require the INCAR Stack, or any source code, object code, modifications or derivative works of the INCAR Stack, to be disclosed, licensed, made available or distributed in source code form under any open-source, copyleft, reciprocal or similar license terms. This restriction does not prevent Licensee from separately developing its own independent code outside the INCAR Stack and licensing such independent code under any terms of its choosing, provided that such action does not require disclosure, relicensing or open-sourcing of any part of the INCAR Stack.

3.9 Similar products

Licensee shall not use any information derived from the INCAR Stack to develop or market any products of its own which are substantially similar in its function to any part of the INCAR Stack.

3.10 Continued use of outputs

Licensee retains a perpetual, limited right to use the portions of the INCAR Stack necessary to continue using compliant outputs, trained skills and work products created during the subscription term.

4. Intellectual Property Rights

Licensee recognizes that INCAR Robotics is and shall remain the exclusive owner of the entire right, title and interest in and to any and all trademarks, trade names, patents, copyrights, designs and other intellectual property rights relating to the INCAR Stack or other property supplied by INCAR Robotics.

Licensee shall not use the INCAR Stack in any manner except as permitted in this License Agreement or by prior written authorization by INCAR Robotics. It is understood that Licensee shall not acquire and shall not claim any right, title or interest in or to any such intellectual property rights or goodwill pertaining thereto by virtue of its activities hereunder or by any other reason.

Licensee retains ownership of its own pre-existing code, data, content and materials that it independently creates and uses with the INCAR Stack. Subject to the foregoing, INCAR Robotics does not claim ownership of Licensee's separate code or content solely by virtue of Licensee's permitted use of the INCAR Stack.

If Licensee should challenge INCAR Robotics' ownership to or the validity of any intellectual property rights relating to the INCAR Stack then INCAR Robotics shall have the right, upon giving written notice to Licensee, to terminate the license with immediate effect.

In the event that any infringement of INCAR Robotics' patents, trademarks or other intellectual property rights comes to Licensee's notice, Licensee shall immediately inform INCAR Robotics thereof and assist INCAR Robotics, at INCAR Robotics' expense, in any actions that INCAR Robotics deems appropriate. Further, Licensee will give INCAR Robotics all necessary assistance in taking any measures required to protect INCAR Robotics' title to the INCAR Stack.

5. Warranty

THE INCAR STACK PROVIDED BY INCAR ROBOTICS IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. INCAR ROBOTICS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN, CONFORMANCE WITH SAMPLE OR PRE-CONTRACT REPRESENTATIONS AND ANY WARRANTY OF NON-INFRINGEMENT OF PATENTS, COPYRIGHTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS.

INCAR Robotics does not warrant that the INCAR Stack will meet Licensee's requirements or that the operation of the INCAR Stack will be uninterrupted or error free.

If INCAR Robotics elects, in its sole discretion, to address a reported defect, issue, bug or non-conformity, INCAR Robotics may use commercially reasonable efforts to provide a workaround, patch, update or corrected version. INCAR Robotics shall have no obligation to do so unless expressly agreed in writing.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, LICENSEE ASSUMES COMPLETE AND EXCLUSIVE LIABILITY FOR ANY AND ALL OF ITS ACTIVITIES CONCERNING THE INCAR STACK AND SHALL INDEMNIFY AND HOLD INCAR ROBOTICS HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES, INCLUDING WITHOUT LIMITATION, LEGAL FEES, WHICH MAY BE BROUGHT AGAINST INCAR ROBOTICS BY ANY THIRD PARTIES OR WHICH INCAR ROBOTICS MAY INCUR AS A RESULT OF OR ARISING, DIRECTLY OR INDIRECTLY, OUT OF ANY SUCH ACTIVITIES.

INCAR Robotics will not be responsible for any damages, losses, costs, liabilities or expenses incurred by Licensee in connection with this License Agreement or relating in any way to Licensee's activities concerning the INCAR Stack, regardless of the cause of such damages, losses etc.

The foregoing indemnity shall apply to amounts paid in settlement of claims but only when such settlement is made with the written approval of Licensee. INCAR Robotics shall give Licensee notice of any claim and of any legal proceedings within the scope of the indemnity and shall give Licensee the right to conduct the negotiations of any such claim and the defense of any such legal proceeding, subject to the right of INCAR Robotics to be associated with such negotiation or defense.

In no event, whether as a result of breach of contract or warranty, tort liability, including negligence and strict liability, or under any other legal theory, shall either party be liable for any incidental, consequential, punitive, special or indirect damages or losses whatsoever including without limitation loss of profit, loss of goodwill or other claims.

This Section 5 Warranty shall be unaffected by any termination of this License Agreement or any part thereof, and shall apply notwithstanding any other provisions of this License Agreement or any other agreement.

6. Support Services

Unless expressly included in the applicable license package or separately agreed in writing, INCAR Robotics is under no obligation to provide support, maintenance, updates, onboarding, implementation services or technical assistance. Where INCAR Robotics agrees to provide support or related services, such services shall be provided subject to personnel availability and INCAR Robotics' then-current rates or other agreed commercial terms.

Travel and lodging expenses incurred by INCAR Robotics personnel in connection with technical support shall be borne by Licensee.

7. Feedback

If Licensee opts to provide ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for INCAR Robotics ("Feedback"), Licensee acknowledges and agrees that INCAR Robotics will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into its INCAR Stack.

8. Payment Terms

As consideration for the license rights set out in Section 3, Licensee shall pay to INCAR Robotics an annual license fee. The license fee is based per seat, meaning Licensee shall specify number of users that will use INCAR Stack. The license fee shall be paid in advance and is non-refundable.

A request to increase the number of seats can be done in writing during the existing subscription year, and the license fee will be adjusted accordingly.

The invoice shall be paid within thirty (30) days of the invoicing date.

Invoices will be issued in SEK currency. Entities and organizations are invoiced exclusive of VAT.

9. Term and Termination

This License Agreement becomes effective when accepted by Licensee and remains in effect for the subscription term purchased by Licensee, unless terminated earlier in accordance with this License Agreement. In case of breach or non-performance of this License Agreement, either party shall have the right to terminate this License Agreement with immediate effect upon written notice to the other party.

Upon expiration or termination of this License Agreement for any cause, all rights granted to Licensee in the License Agreement shall cease automatically and immediately.

Upon expiration or termination of this License Agreement for any cause, Licensee shall destroy or delete any code or material of the INCAR Stack as well as any other information proprietary to INCAR Robotics. Licensee may not retain any copy, extract or reproduction in whole or in part. INCAR Robotics may request Licensee to certify its compliance with this provision in writing, and Licensee shall issue such certificate promptly following receipt of such request.

Upon expiration or termination, Licensee shall cease all use of the INCAR Stack except as expressly permitted in Section 3.10, and shall delete or destroy all copies of the INCAR Stack and confidential documentation in its possession or control, except to the extent retention is required by applicable law or strictly necessary to preserve and operate lawfully created trained skills or work products in accordance with Section 3.10.

Upon request, Licensee shall certify in writing its compliance with this Section.

10. Confidentiality

Licensee shall keep confidential and not disclose to any third party any non-public information relating to the INCAR Stack, including source code, object code, models, architecture, technical information, documentation, pricing, product roadmaps and other proprietary information of INCAR Robotics, except to Licensee's employees and contractors who have a need to know such information for Licensee's permitted use of the INCAR Stack and who are bound by confidentiality obligations no less protective than those contained herein.

Licensee shall use such confidential information solely for the purposes expressly permitted under this License Agreement.

The obligations in this Section shall not apply to information that Licensee can demonstrate:

is or becomes public through no fault of Licensee;
was lawfully known to Licensee without restriction before disclosure;
is lawfully received from a third party without breach of confidentiality; or
is independently developed without use of INCAR Robotics' confidential information.

11. Applicable Law and Jurisdiction

This License Agreement and all other documents issued hereunder shall be governed and interpreted, and all rights and obligations of the parties shall be determined, in accordance with Swedish law, without regard to any conflict of laws rules which would lead to the application of the laws of any other jurisdiction.

All disputes, claims, controversies and differences arising out of or relating to this License Agreement, or the termination, breach or invalidity thereof, shall, with the exclusion of the ordinary courts, be referred to and finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce, the "SCC".

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

The seat of arbitration shall be Stockholm, Sweden, and the language to be used in the arbitral proceedings, documentation and the award shall be English.

Notwithstanding the foregoing, INCAR Robotics may take any legal action necessary at any competent court for collection of any payment due to INCAR Robotics hereunder. The parties hereby submit to the jurisdiction of an applicable court for such purpose.

12. Acceptance

For online purchases, this License Agreement is validly accepted when Licensee clicks to accept it.

If the parties execute a signed Order form referencing this License Agreement, such execution shall also constitute acceptance.