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eZRobotics provides customer support and software maintenance
free-of-charge during the initial first 12 months after the purchase of our software.

Find the End-User License Agreement (EULA) and Customer Support Policy (CSP) for eZRobotics products below.

Please review the EULA to maximize the use of our software and the CSP to receive the quality support services that we can provide.
eZRobotics Software End-User License Agreement eZRobotics Customer Support Policy

End User License Agreement (EULA)

IMPORTANT. PLEASES READ CAREFULLY: This End User License Agreement (“EULA”) is made by and between the end user customer (“Licensee”) identified in the Purchase Order pursuant to which the Licensee has placed its order for licenses of the Licensed Program(s) and eZRobotics (“EZ”). If the Licensee orders the Licensed Program(s) through a VAR (Value Added Retailer), then this EULA is made by and among the Licensee, EZ and such VAR. If the Licensee has received the Demo/Trial Licensed Program(s), either through EZ or a VAR, the EULA will be applied in the same manner. Terms that are initially capitalized are defined in the Glossary at the end of these General Terms.

NOTICE: The Software in Demo/Trial License mode is a free evaluation version of the software. It may not include the full functionality found in the full version. The Software is provided “as-is” and EZ provides no support for the Demo/Trial License version. The Software in Demo/Trial License mode is made available to the Licensee solely for the purpose of demonstrating the program capabilities of the software so the Licensee can evaluate whether to purchase a full license of the software. This Software in Demo/Trial License mode is made available for use by the Licensee as an end user according to this EULA. The evaluation period for use by the Licensee is limited to a maximum of (60) days from the date the Licensee receive the Demo/Trial Software (“Evaluation Period”) and is subject to change at the discretion of EZ. The EULA is automatically terminated at the end of the Evaluation Period. The Licensee must erase their copy of the Software at that time and return the license dongle to EZ within 7 days after termination. EZ may terminate this EULA at any time by delivering notice to the Licensee and the Licensee may terminate this license at any time by erasing their copy of the Software and returning the license dongle to EZ.

GENERAL TERMS

The parties agree as follows:

1.License

    1.1 License Grant
  • a. (Demo/Trial License If the Licensee is evaluating the Software in demo/trial license mode (“Demo Software” or “Trial Software”), EZ grants the Licensee, the End User Customer, the following rights provided that the Licensee comply with all terms and conditions of this EULA: For Demo Software associated with the Licensed Program(s) provided by EZ, EZ hereby grants a limited, personal, royalty-free, non-exclusive, non-transferable (except as expressly permitted herein) license during the Evaluation Period to evaluate the Demo Software solely and exclusively for your non-commercial internal use and not for any other purpose. To the extent that any portion of the Demo Software is provided to the Licensee in a manner that is designed to be installed by the Licensee, the Licensee may install one copy of the installable Demo Software on one hard disk or other device storage for one computer, workstation, terminal, controller, access point, or other digital electronic device, as applicable (an “Electronic Device”), and the Licensee may access and use that Demo Software as installed on that Electronic Device so long as only one copy of such Demo Software is in operation at any one time due to the constraints that the Demo Software will require a demo license dongle. The demo/trial license mode license dongle will be provided by EZ to the Licensee.
  • b. (Full License) EZ grants the Licensee a non-exclusive, non-transferable (except as expressly permitted herein) license, solely for its internal business operations, to (1) Install, (2) Use, (3) Allow its authorized users to access and use the Licensed Program(s), and (4) Make one copy of the Licensed Program for back-up purpose. This license is effective upon the Effective Date of the License and is subject to all the terms of this EULA. The Licensee agrees to operate the Licensed Program(s) in accordance with the terms and provisions of this EULA, the Documentation in the geographical scope specified in the Quote, and to ensure that its Users comply with these terms. License keys or license dongles do not themselves grant the legal right to use the Licensed Program(s). Certain Licensed Programs may either contain third party software components or may be third party software products to which certain Specific Terms for Third Party Software apply. Except as is expressly set forth in this EULA, no other express or implied right or license is granted to Licensee.
    1.2 License Limitations.
  • The Licensee agrees not to: (a) use the Licensed Program(s) to develop software applications for use by or distribution to any third party, whether in whole or part, whether as standalone products or as components, (b) rent, lease, sublicense, perform or offer any type of services to third parties relating to the Licensed Program(s), including but not limited to, consulting, training, assistance, outsourcing, engineering service, customization or development unless specifically authorized by EZ, (c) correct errors, defects and other operating anomalies of the Licensed Program(s), (d) modify (except as permitted and described in the Documentation), adapt, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Program(s), (e) provide, disclose or transmit any results of tests or benchmarks related to any Licensed Program, or (f) use any software that may be delivered with the Licensed Program(s) other than the Licensed Program(s) ordered hereunder.

2. Support Services

Support Services policies are subject to change. Changes announced during the term become effective at the commencement of the immediately following period. The Licensee is responsible for checking the support website to view and understand the Support Services provided. Support Services automatically renew on an annual basis unless terminated in accordance with the provisions of Section 7.3.

The obligation to provide Support Services shall be undertaken by (i) VAR, if Licensee issues the Purchase Order with VAR or (ii) EZ or an authorized service provider of EZ if Licensee issues the Purchase Order with EZ or by written request from VAR.

3. Delivery and Payment

  • 3.1 Delivery

    EZ or VAR, as applicable, will deliver to the Licensee the Licensed Program(s) ordered hereunder or make the Licensed Program(s) available electronically. Electronic delivery will be made by posting the Licensed Program(s) ordered by the Licensee on EZ’s site and providing the Licensee with a user name, password, and instructions for accessing and downloading the Licensed Program(s) from such site if applicable. The Licensee is responsible for accessing EZ’s site and downloading the Licensed Program(s). The Licensed Program(s) ordered by the Licensee from EZ shall be delivered FCA (Incoterms 2010) at EZ’s premises identified in EZ’s Quote. As per the FCA (Free Carrier) Incoterm 2010, the seller will incur all the costs of transportation up to a named carrier, after which the responsibility is with the buyer.

  • 3.2 Payment Terms
    1. (a) Payment. In consideration of the rights, licenses and services provided hereunder, Licensee shall pay the charges applicable to each license of a Licensed Program at the price identified in the applicable Quote. Payments pursuant to this Section shall be made to (i) VAR if the Licensee has issued the Purchase Order with VAR or (ii) EZ if the Licensee has issued the Purchase Order with EZ or on its behalf.
      Unless otherwise agreed to in writing by EZ or VAR, as applicable, (i) all charges will be invoiced upfront and (ii) Licensee shall pay all Quotes in accordance to the terms outlined in the Quote.
      EZ or VAR, as applicable, shall have the right to set a common Anniversary Date of the License for the payment of recurring fees hereunder, with respect to any license of any Licensed Program with a different Effective Date of the License (subject to prorated calculation of charges due for any period not covered as a result thereof).
    2. (b) Late Payments. The Licensee shall pay interest on late payments at the rate identified in the Quote, plus reasonable attorneys’ fees and costs incurred by EZ or VAR in collecting unpaid amounts.
    3. (c) Taxes. All prices are exclusive of taxes. The Licensee shall be responsible for payment of any and all taxes as more fully identified in the Quote and for any and all taxes due in relation to the transfer or usage, to the extent authorized hereunder, of the Licensed Program(s) in any country other than the Licensee’s country of incorporation.

4. Intellectual Property

  • 4.1 Ownership

    EZ and/or its suppliers retain ownership in all intellectual property rights in the Licensed Programs and all modifications, enhancements or other derivative works thereof. The Licensed Programs are licensed, not sold. The Licensee shall preserve and reproduce all copyright, patent and trademark notices which appear in the Licensed Programs on all partial or integral copies thereof. The Licensee recognizes that the methodologies and techniques, contained in or expressed within the Licensed Programs are proprietary information or trade secrets of EZ or its suppliers. The Licensee shall treat them as confidential information and not disclose them.

  • 4.2 Intellectual Property Indemnification

    Unless provided otherwise in the Specific Terms for Third Party Software, EZ will defend the Licensee against any claims made by a third party that a Licensed Program delivered under this EULA infringes a copyright in any country or a patent of the United States, South Korea, Japan, People’s Republic of China, or a member state of the European Patent Organization , and shall pay all costs, damages and expenses (including reasonable legal fees) finally awarded against the Licensee by a court of competent jurisdiction or agreed to in a written settlement agreement signed by EZ arising out of such claim, provided that (i) the Licensee provides EZ with prompt written notice of the claim, (ii) the Licensee gives EZ sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim, and (iii) in the case of a patent infringement, the related patent has been granted as of the date of Licensed Program(s) delivery to the Licensee. If a claim is made or in EZ’s reasonable opinion, is likely to become the subject of such a claim, EZ may at EZ's expense, either secure the right for the Licensee to continue using the Licensed Program or modify it so that it is not infringing, or replace it with another program which is functionally equivalent. If none of the foregoing options are available on terms which are reasonable in EZ's judgment, EZ may terminate the licenses to the Licensed Program(s) and, if such licenses are perpetual licenses, EZ will either refund or provide a credit to the Licensee, at the Licensee’s option, in an amount equal to the corresponding one-time fee paid for the licenses, depreciated on a straight-line over three (3) years upon return or destruction of all copies of the affected Licensed Program(s) as certified by an officer of the Licensee. EZ shall have no obligation to defend or indemnify the Licensee against any claim related to (i) any modification of a Licensed Program by anybody other than EZ, or (ii) the use of one or more Licensed Programs in combination with other hardware, data or programs not specified by EZ, or (iii) the use of corrective patches or Releases other than the most recent one provided by EZ or VAR as applicable. Section 4.2 states EZ’s entire liability and the Licensee’s exclusive remedy for any claim of infringement of intellectual property rights under this EULA.

5. Warranties, Limitations and Disclaimers

  • 5.1 Warranty EZ warrants for ninety (90) days from delivery to the Licensee that the Release of any Licensed Program will materially conform to its Documentation, provided that it is properly used in the operating environment specified by EZ. If such Release of the Licensed Program does not conform, EZ will attempt to make the Licensed Program perform as warranted. EZ may request the Licensee to install a corrective patch or a new Release. If, after sixty (60) days from notice by the Licensee of the non-conformity received within the warranty period as defined above and EZ has not provided a conforming Licensed Program, the Licensee’s exclusive remedy and EZ’s entire liability for any breach of such warranty is for the Licensee to terminate the license related to the non-conforming Licensed Program within thirty (30) days after such sixty (60) day period and obtain a refund of fees paid for such Licensed Program hereunder.
  • 5.2 Disclaimers TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS FOR THE LICENSED PROGRAMS OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT. EZ disclaims any liability for any use or application of any Licensed Program or the results or decisions made or obtained by users of the Licensed Program. Except to the extent required by applicable law, EZ does not warrant that (i) the functions of Licensed Program(s) will meet the Licensee's requirements or will enable it to attain the objectives the Licensee has set for itself, or (ii) they will operate in combination or in the environment selected for use by the Licensee, or (iii) the operation of the Licensed Program(s) will be uninterrupted or free of errors. In all instances, the Licensee shall be solely responsible for ensuring that the results produced by the Licensed Program(s) comply with quality and safety requirements of the Licensee’s products or services. No employee or agent of EZ is authorized to give a greater or different warranty. The Licensee shall have exclusive responsibility for (a) program selection to achieve the Licensee's intended results, (b) the Licensed Program(s) installation, (c) taking adequate measures to properly test, operate and use each Licensed Program and (d) results obtained therefrom.

6. Limitation of Liability

Each party is independently and exclusively responsible for obligations undertaken by it under this EULA. No party can be held jointly and severally liable with another pursuant to this EULA. No party shall be deemed an agent of another party pursuant to this EULA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS OTHERWISE SPECIFIED IN ANY APPLICABLE SPECIFIC TERMS FOR THIRD PARTY SOFTWARE, VAR OR EZ’S POTENTIAL LIABILITY TO THE LICENSEE, FOR ANY AND ALL CLAIMS IN ANYWAY ARISING FROM OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS EULA, WHETHER BASED IN CONTRACT, OR OTHER THEORY OF LIABILITY, IS LIMITED AS FOLLOWS: EXCEPT FOR EZ’S LIABILITY UNDER SECTION 4.2 HEREOF, EZ’S OR VAR’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED IN AGGREGATE THE AMOUNT CORRESPONDING TO FEES ACTUALLY PAID BY THE LICENSEE IN THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM FOR THE USE OF THE LICENSED PROGRAM(S) WHICH CAUSED THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE EXPRESSLY AND IRREVOCABLY WAIVES, AND NEITHER EZ NOR VAR SHALL HAVE ANY LIABILITY IN RESPECT OF, ANY AND ALL CLAIMS FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTIONS AND LOSSES OF DATA, THAT IN ANY WAY RELATES TO THIS EULA, THE LICENSED PROGRAM(S), DOCUMENTATION OR SERVICES, WHETHER OR NOT EZ OR VAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LICENSEE WAIVES ANY AND ALL CLAIMS FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY REASON AND ON ANY BASIS, AGAINST ANY EZ PROVIDERS, OR SUBCONTRACTORS OR ANY EZ GROUP COMPANY OTHER THAN EZ. All legal actions against EZ or VAR must be filed with the appropriate judicial jurisdiction within two (2) years after the cause of action has arisen.

7. Term and Termination

  • 7.1 Term

    This EULA shall come into force on the Effective Date of the License of the first license ordered by Licensee and shall remain in full force and effect until the expiration of all licenses granted under this EULA, unless terminated as provided hereunder.

  • 7.2 Termination
    1. (a) Material Breach. Either EZ or the Licensee may terminate this EULA and/or any licenses granted under this EULA, if the other is in material breach of any of its obligations and has failed to remedy such breach within thirty (30) days of receipt of written notice.
    2. (b) For Convenience. The Licensee may terminate any license to any Licensed Program by providing written notice to EZ and to VAR, if any. Such notice may be provided at any time for perpetual licenses. Notices for term licenses shall be provided thirty (30) days prior to the Anniversary Date of the License. The Licensee shall not be entitled to any refund or credit for early cancellation or termination of a license for any reason.
    3. (c) Effect of Termination. Upon expiration or termination of this EULA or any licenses granted hereunder as a result of the Licensee’s uncured material breach or by the Licensee for convenience, the Licensee shall immediately destroy or return all copies of the terminated or expired Licensed Program(s) and associated Documentation in their entirety, and duly certify the same in writing to EZ. Expiration or termination of this EULA or any license shall not relieve the Licensee of its obligation to pay all fees that have accrued or are otherwise owed by the Licensee under any Purchase Order or Quote. The expiration or termination will not prejudice the rights and remedies of the non-breaching parties.
  • 7.3 Termination
    1. (a) By the Licensee: The Licensee may terminate Support Services for a Licensed Program ordered under the Licensed Program(s)/AMC pricing structure as defined by EZ and/or VAR with EZ approval, subject to the following conditions: (i) the Licensee notifies EZ and VAR, if applicable, with at least thirty (30) days prior notice, and (ii) such termination shall apply to Support Services related to all licenses of said Licensed Program held by the Licensee under any license agreement then in force between the Licensee and EZ and/or VAR. In such case for all such licenses described in the preceding sentence: (1) the Licensee shall have no further obligation to pay the Support Services fees related to the corresponding Licensed Program; (2) the Licensee shall duly certify in writing to EZ that all copies of all Releases of the Licensed Program other than those of the latest Release of the Licensed Program installed by the Licensee, have been duly destroyed or returned to EZ in their entirety; and (3) Support Services for such Licensed Program will terminate at the expiration of the thirty (30) day notice period. EZ shall have no further obligation to provide any services or deliver any Release in support of any such licenses, except for providing license keys if necessary. The Licensee may reinstate Support Services, provided such reinstatement is activated for all licenses of a given Licensed Program held by the Licensee under any license agreement then in force between the Licensee and EZ, and the Licensee pays all fees that would have been due in respect of Support Services from the date of termination of Support Services to the date of reinstatement of such Support Services plus a reinstatement fee. If the Licensee decides to purchase new or additional licenses, the Support Services of all previously purchased software must be reinstated prior to the new or additional software purchase.
    2. (b) By EZ or VAR. EZ or VAR, as applicable, may terminate Support Services related to all Licensed Programs under this EULA if the Licensee fails to pay the Support Services fees when due, upon thirty (30) days prior written notice to all parties hereunder. If Support Services are terminated, EZ and/or VAR shall automatically withdraw from this EULA, provided it is not in breach of any of its obligations hereunder. Consequently, EZ and/or VAR shall cease to be a party to this EULA, and shall have no further right or obligation hereunder. Fees related to Support Services shall be due by the Licensee until termination of such Support Services.
  • 7.4 Reinstatement of Support Services

    Licensee may reinstate Support Services, provided such reinstatement is activated for all licenses of a given Software held by the Licensee under any license agreement then in force between the Licensee and the Distributor and/or EZ, and the Licensee pays all fees that would have been due in respect of Support Services from the date of termination of Support Services to the date of reinstatement of such Support Services, plus a reinstatement fee corresponding to eighty percent (80%) of such fees that would have been due in respect of Support Services from the date of termination of Support Services to the date of reinstatement of such Support Services.

8. Miscellaneous

  • 8.1 Purchase Orders.

    The Licensee’s purchasing terms and conditions shall not in any way supersede, modify, vary or otherwise supplement the terms of this EULA.

  • 8.2 Notices.

    All notices required hereunder shall be in writing, in English or in Korean, or in other language if necessary, and shall be deemed to have been given (i) the date delivered in person or by reputable express courier service, (ii) three (3) days after sending the notice if sent by certified or registered mail, (iii) the date sent by confirmed facsimile, addressed to the parties at their addresses in the Purchase Order, or at such other address as either party may designate to the other by notice served as hereby required, or contained in the relevant order form.

  • 8.3 Force majeure.

    Neither Party hereto shall be liable for any default in the performance of its obligations under this EULA resulting from (i) a case of force majeure as defined by the law governing this EULA and the courts in such jurisdiction and (ii) the following causes: strikes (whether previously announced), war (declared or not), riots, governmental action, acts of terrorism, or acts of God (fire, flood, earthquake, etc.).

  • 8.4 Severability.

    If any part of this EULA is found to be invalid, illegal or unenforceable in any respect, the remaining provisions shall nevertheless be binding with the same effect as if the invalid, illegal or unenforceable part was originally deleted.

  • 8.5 Transfer, Assignment & Subcontract.

    Neither the Licensee nor VAR shall subcontract, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under this EULA, or sublicense Licensed Program(s) to any third party without EZ’s prior written approval. Any approved transfer of licenses to another country may be subject to an adjustment in price, as prices are specific to each country or region. This EULA shall be binding upon, and inure to the benefit of EZ and its successors and assigns. EZ may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to any EZ partners and/or to any third party, without VAR’s or the Licensee’s consent.

  • 8.6 Amendments & Non-Waiver.

    No waiver, alteration, modification, or cancellation of any of the provisions of this EULA shall be binding unless made by written amendment signed by all parties. A party's failure at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision.

  • 8.7 Audit.

    During the term of this EULA and for a period of three (3) years thereafter, the Licensee shall establish and maintain accurate information records relating to the use, and when applicable, destruction of the Licensed Program(s). EZ shall have the right at any time, at its own expense and under reasonable conditions of time and place, to audit and copy these records. The Licensee also hereby authorizes EZ to verify its compliance with the terms of the EULA. For such purpose, EZ may conduct an audit on the Licensee’s premises during normal business hours, in a manner that minimizes disruption to its business. EZ may require the Licensee to provide it or any third-party EZ engages to conduct such verification, with machine access, copies of system tools outputs, or other electronic or hard copy system information as appropriate. If the audit reveals unauthorized use of any Licensed Program, the Licensee shall promptly pay to EZ any amounts owed as a result of such unauthorized use at the then current list price. In the event such unauthorized use is five percent or greater of the Licensee’s authorized licenses for the applicable Licensed Program, then in addition to the Licensee paying the applicable charges, the Licensee shall reimburse EZ for the cost of such audit. In a joint effort to prevent software piracy, the Licensee shall comply with any changes in the Licensed Program(s) licensing security mechanism that aims at preventing fraud. By invoking the rights and procedures described above, EZ does not waive its rights to enforce this EULA or to protect its intellectual property by any other means permitted by law.

  • 8.8 Export.

    Export to the Licensee of Licensed Program(s) and Documentation is subject to all applicable countries’ export and re-export laws and regulations. The Licensee shall not export or re-export, either directly or indirectly, Licensed Program(s) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. The Licensee hereby certifies to EZ that the Licensed Program(s) ordered hereunder will not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems and will not be diverted. EZ may terminate this EULA and all licenses hereunder upon written notice if the Licensee violates these provisions.

  • 8.9 Entire EULA:

    Export to the Licensee of Licensed Program(s) and Documentation is subject to all applicable countries’ export and re-export laws and regulations. The Licensee shall not export or re-export, either directly or indirectly, Licensed Program(s) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. The Licensee hereby certifies to EZ that the Licensed Program(s) ordered hereunder will not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems and will not be diverted. EZ may terminate this EULA and all licenses hereunder upon written notice if the Licensee violates these provisions.

  • 8.10 Governing Law and Jurisdiction.

    This Agreement shall be governed by and construed in accordance with the substantive laws of the Republic of Korea, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the applicability of which is expressly excluded. Any dispute arising out of or in connection with the interpretation and/or performance of this Agreement shall be subject to the exclusive jurisdiction of Suwon District Court and the parties hereby submit to the personal jurisdiction of such courts. However, the parties acknowledge and agree that the clause immediately above shall not prevent, restrict, or otherwise limit in any manner, EZ’s rights to seek equitable remedies, including injunctive relief or resolve any disputes involving intellectual property rights, before any competent court in any jurisdiction.

  • 8.11 Survival.

    The following sections of these General Terms shall survive termination thereof: “License Limitations”, “Intellectual Property”, ”Warranties, Limitations and Disclaimers”, “Limitation of Liability”, “Term and Termination”, “Miscellaneous”, and “Glossary”.

  • 8.12 Language.

    This EULA is provided in English and may be provided, for informational purposes only, in a language other than English. In such case, if there is any discrepancy or inconsistency of meaning or interpretation between the English version and such other language version, the English version shall prevail and shall be the only binding and enforceable version of this EULA.

9. Security Mechanisms

EZ takes all legal steps to eliminate piracy of their software products. In this context, the Licensed Programs may include a security mechanism that can collect and transmit data to verify whether or not the Licensed Program has been pirated or illegally copied. Data collected will not include any Licensee data created with the Licensed Programs. By using the Licensed Programs, the Licensee consents to such data collection and transmission for the purpose of eliminating piracy. EZ also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Licensed Programs. The Licensee may not take any steps to avoid or defeat the purpose of any such measures. Use of any Licensed Programs without any required lock device or authorization key provided by EZ is prohibited.

10. Glossary

Anniversary Date of the License means the anniversary date of (i) the date which EZ or VAR, as applicable, has chosen pursuant to Section 3 hereof, or, absent such choice, (ii) the corresponding Effective Date of the License. Documentation means, at any time, the current user documentation in any form or media as delivered together with the Licensed Program(s) by EZ for use in connection with Licensed Program(s). Effective Date of the License means, for any license for a Licensed Program, the latest of the following (i) the date on which such Licensed Program is shipped or made available electronically to VAR or the Licensee by EZ or, if applicable (ii) the date on which the Licensee or VAR is informed by EZ that the associated license key can be requested or is available. Licensed Program(s) means (i) any data processing program for which a license is ordered by and provided to the Licensee pursuant to a Quote, consisting of a series of instructions or databases in machine readable form, (ii) associated Documentation, (iii) corrective patches and (iv) Releases to which the Licensee is entitled to the extent it has paid the applicable fees. Licensed Program(s) do not include new versions of a Licensed Program, including any successor product which significantly differs in architecture, user interface or mode of delivery unless otherwise stated by EZ or with the consent of EZ from VAR. Purchase Order means the order placed by the Licensee with EZ or VAR, as applicable, as accepted by EZ. Quote means the final commercial proposal containing a quote for Licensed Program(s) made to the Licensee either by EZ or by VAR (in which case only with respect to Licensed Program(s) identification, quantities thereof, and geographical scope of the license), as applicable. Release means a periodic update of the same version of a Licensed Program if and when made generally available to the market. VAR means EZ’s Authorized Distributor identified in the Quote submitted to the Licensee for the Licensed Program(s).

END OF GENERAL TERMS

CUSTOMER SUPPORT POLICIES FOR EZROBOTICS SOFTWARE

Definitions
Agreement means the License Agreement pursuant to which Customer ordered EZROBOTICS Software and Services.
AMC (“Annual Maintenance Charge”) is a yearly charge for Support Services. With the purchase of the PLC, the Customer is exempt from paying the AMC for the first year. After the initial year term, Support Services will require payment of the AMC. Payment of the AMC for Software entitles Customer to: (a) Support Services for the Software for one year; and (b) A license to use the Release of such Software made available by EZROBOTICS during such year, in lieu of the license(s) on the previous Release(s) of the Software delivered to the Customer. Without the AMC, the Customer may still use the current version and last release of the Software prior to the termination of the Support Services, but will not receive any Support Services from EZROBOTICS or the Distributor.
Company or EZROBOTICS means EZROBOTICS Co., Ltd., a South Korean company with its registered office at #1101, D-dong, Digital Empire Bldg., 16, Deogyeong-daero 1556beon-gil, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea.
Defect (or “Bug” or “Error”) means a material malfunction in the performance of Software, as performance is described in its Documentation, and which is reported in accordance with the support policy and reproducible by EZROBOTICS.
Customer also designated by the term “You”, “Your”, means any legal entity, which is licensed the Software pursuant to the Agreement.
Distributor (or “Sub-Distributor” or “Reseller” or “VAR”) means EZROBOTICS’s authorized distributor identified in the Quote submitted to Customer for the Software.
Documentation Documentation means, at any time, the current user documentation in any form or media as made available by EZROBOTICS for use in connection with Software.
General Maintenance Release means periodic update of the same version of a Software which mainly includes the correction of Error(s) for a given Release, if and when made generally available to the market.
Initial Response Time means the amount of time elapsed between the initial Service Request submitted by Customer to the Distributor and/or EZROBOTICS, and the initial response to Customer by the Distributor and/or EZROBOTICS, in connection with such Service Request. It corresponds to the first feedback to a Customer with the first steps of troubleshooting and incident determination.
EZROBOTICS Support Team composed of technical experts, can comprise several organizations within EZROBOTICS Co., Ltd. depending upon the type of Service Request issued by Customer.
EZROBOTICS Research and Development is the organization covering all brands and in charge of developing new EZROBOTICS Software and providing Point and/or General Maintenance Releases (Defect/Bug correction).
Non-Defect means any incident encountered in relation with use of any Software and which is not qualified as a Defect. For avoidance of doubt, it shall not include: training on Software, support regarding any customized versions of Software, development of new Software or methodologies, enhancements requests, information about future Software Point and/or General Maintenance Releases, enhancement requests and the development of in-depth methodologies. Support for the development of customization and/or new applications using EZROBOTICS DMWorks and/or LSA Solution tools can be arranged under a separate agreement.
Platform is a third-party hardware architecture and/or a third-party software framework which allows the Software to run. Platforms can include one or several of the following hardware and/or software components such as hardware architecture, operating system (including national language parameter settings), programming languages and frameworks, runtime libraries, application servers, databases, and other middleware.
PLC (“Primary License Charge”) means the charge applicable for each license of each Software ordered under the PLC/AMC pricing structure. The PLC is a one-time, non-refundable charge. Payment of the PLC for Software provides Customer with perpetual license to use the Release of such Software made available by EZROBOTICS.
Point Release means a minor release of a Software which can include specific correction of Error(s), targeted fixes, or small cleanups for a given Release of a Software.
Release means any period and/or maintenance updates of the same version of a Software if and when made generally available to the market.
Service Request means a single entry in the Support tool (subject to temporary unavailability for system maintenance), submitted for a single incident, by Customer and validated and registered by the Distributor and/or EZROBOTICS.
Software means (i) any DMWorks and LSA Solution software belonging exclusively to EZROBOTICS or its licensors, for which a license is ordered by and provided to Customer pursuant to the Agreement, consisting of instructions or databases in machine readable form; (ii) associated Documentation; (iii) Point Releases; and (iv) General Maintenance Releases. Software does not include new versions of Software, including any successor product which significantly differs in architecture, user interface, or mode of delivery.
ST means the Software Terms which are specific terms related to a Release.
Support Policies means the present document.
Support Services means the maintenance, enhancement, and/or other support services as defined in these Support Policies.
Support Service Team means, depending on the Agreement, qualified personnel from the Distributor and/or EZROBOTICS Support Team who will provide Support Services defined in these Support Policies.
Workaround means a change in the way of using Software followed procedures or data in order to avoid Defect without substantially impairing use of the Software.

1. Overview

These Support Polices describe the Support Services applicable to the Software ordered by Customer pursuant to the Agreement. If Your License Agreement is not an Agreement entered into between You, the Distributor, and EZROBOTICS Co., Ltd., please refer to the support websites related to the applicable Software. The Support Service Team will provide Support Services according to the terms of the Agreement. Support Services are delivered subject to continuous payment by Customer of all applicable charges payable pursuant to the Agreement or any additional support services contract subscribed by Customer. Support Services are available exclusively for the supported Releases of Software when they are run on Platforms documented by EZROBOTICS as Qualified, Validated, or Compatible. The Support Service Team will make reasonable effort to provide high quality Support Services and comply with these Support Policies. The EZROBOTICS Support Team welcomes Your suggestion and comments, which can be sent either directly to EZROBOTICS or to EZROBOTICS via the Distributor.

2. What Support Service is Available to You under Your Agreement?

Subject to the conclusion of related agreement and payment by Customer of all applicable charges, whether that is due to the purchase of the Software where the initial year period includes the Support Service or via the payment of the AMC once the initial year period has concluded, the Support Services available to You is defined below. In the event the one-year term of the Support Services concludes or after a fixed period of time once a new major version has been launched, the Support Services and maintenance for the previous version will be concluded. If You purchased more than one license, You must extend either all or none of the Support Services for Your licenses. Thus, if You have two licenses, You cannot extend one but not the other. Both licenses must be extended to be provided the full benefits prescribed for the Support Services detailed below. The obligation to provide Support Services hereunder is conditioned upon EZROBOTICS first receiving the complete payment of the AMC.

2.1 New Releases

EZROBOTICS proactively corrects Defects, improve Non-Defects, enhance various features (work environment, algorithm, supplementary functions), and better the data storage methods for its self-developed Software to maintain stability and efficiency via distribution of Point Release and/or General Maintenance Releases. During the term of the Support Service, Customers are entitled to request the Point Releases and/or General Maintenance Releases for the currently purchased version of the Software.

2.2 Maintenance Regarding Defects

In the event You encounter a Defect during the Support Service period, You can contact the Support Service Team regarding Your incident via a Service Request, as outlined in Section 4, which will then be validated and registered by the Support Service Team for processing. Depending on the “Urgency Level” of the Defect, the closure of the Service Request will follow the procedure in Section 5.

2.3 Reinstallation Services for Hardware and/or Operating System Changes

During the Support Service period and if technical support is possible or feasible, reinstallation due to hardware and/or operating systems changes may be available to You. However, the Reinstallation Service is limited to cases where EZROBOTICS has developed the technology for the changes to the hardware and/or operating system. With regards to circumstances involving a Node Lock Key, the EZROBOTICS Support Team will issue Software that can be run on the new or different hardware when You send the hardware information of the computer that requires a new installation to the Support Service Team. With regards to circumstances involving a Network Key, the purchased Software can be installed on the computer You desire without any additional support.

2.4 Up-to-Date Documentation

During the Support Service period, You can access information, such as various technical information, User’s Manual, Tutorial Manual, Data for Tutorial, Tutorial and/or Technical Videos, and FAQs, online. Information will be updated on an as-needed basis, which can include revisions and/or corrections to previously published materials due to changes made by fixing Defects and/or Non-Defects or addendums for new features and/or functions. Additionally, the EZROBOTICS Support Team will assist the Distributor and/or You by responding to and resolving Your Support Requests.

2.5 Software Training and/or On-Site Consultation

Software Training and/or On-Site Consultation will be provided to You by Your Support Service Team during the Support Service period if necessary, however, additional fees may apply. Please contact Your Support Service Team for more information

2.6 Customer Feedback

In order to improve the performance and capabilities of Your Software and to respond to changes in Your environment, Your suggestions are greatly appreciated. You can notify Your Support Service Team regarding any feedback or suggestions. If Your feedback and/or suggestions for the Software are in line with the long-term research and development plans of the EZROBOTICS Research and Development Team, the EZROBOTICS Support Team and the EZROBOTICS Research and Development Team will review the feedback and/or suggestions, incorporate Your feedback and/or suggestions into the Company’s research and development plan, and implement them in future Releases and/or Versions.

2.7 Replacement Licenses

In the event You lose Your license dongle during Your Support Services period, contact Your Distributor Support Services Team and/or EZROBOTICS Support Services Team and EZROBOTICS Co., Ltd. will provide a replacement for You free of charge for the first lost license dongle. However, if You lose Your license dongle for a second or subsequent time during Your Support Services period, EZROBOTICS Co., Ltd. will not reissue a replacement license dongle until the validity period of the prior replacement license dongle expires and You have paid the replacement fee of $500.

3. Who is Your Contact for Support Services?

The Distributor is Your primary point of contact for any Service Request related to Software unless You have dealt directly with EZROBOTICS.

3.1 Support Process Overview

Depending on the regions and countries, the Support Services may be available locally in the local language and/or in the English language. When You contact the Support Service Team, a unique Service Request number is assigned to Your incident. This Service Request number is used for tracking the resolution process as it progresses. The Support Service Team will analyze the Service Request, and if possible, provide You with an applicable solution. However, when necessary, Service Request(s) requiring more information than available at the first-tier of support will be transferred to the appropriate people within EZROBOTICS Co., Ltd. support organization. Once the Service Request has been addressed, the Support Service Team will be responsible for delivering the response to You.

3.2 Support Team Roles

The EZROBOTICS Support Team works closely with Distributors around the world to deliver the level of Support Services to which You have subscribed. The Distributor Support Team or, in the event the Distributor Support Team is unavailable or You have directly dealt with EZROBOTICS, the EZROBOTICS Support Team is in charge of the following:

  • • Be Your primary contact
  • • Collect Your incident
  • • Perform the preliminary investigation of the incident to check for duplicates and known incidents
  • • Provide You with answers, corrections, or workarounds as appropriate or available
  • • Manage with You the closure of the Service Request

The following services are executed by the EZROBOTICS Support Team:

  • • Perform deeper investigation of the Service Request reported by the Distributor
  • • Provide to the Distributor answers, corrections, or workarounds as appropriate or available
  • • Reproduce the incident on the Release used by You
  • • Validate the resolution of the Service Request
  • • Update the answers, corrections, or workarounds within the EZROBOTICS knowledge base
  • • If the EZROBOTICS Research and Development organization involvement is required for code analysis and corrections, the EZROBOTICS Support Team communicates to the EZROBOTICS Research and Development organization the information collected during the analysis of the incident, including the reproduction results.

4. How to Contact the Support Team?

4.1 Prerequisite to Contact the Support

You shall designate a maximum of two (2) employees as Your authorized contacts, who shall be duly trained in using the Software, in order to submit Service Requests. Upon Your request, the Support Service Team may authorize the appointment of additional authorized contacts, depending on the number of Software. Before accessing the Support Service, it is Your responsibility to ensure the following steps are taken:

  • • Your Distributor shall contact EZROBOTICS Co., Ltd. to consult technical advice to search for the answer. Your Distributor may authorize You to consult EZROBOTICS directly.
  • • If the answer cannot be found, the following information must be documented:
    • o The environment in which the incident occurs, including Software, module or mode, and application menu selections;
    • o Your hardware type and model, operating system version, amount of RAM, Graphic Card model, and Lock Key ID;
    • o Any messages that appear in the message window;
    • o Your Software Version and Release;
    • o A simple step by step scenario which enables the Distributor or EZROBOTICS to reproduce the incident;
    • o And any additional information required to analyze the Service Request.
  • • Prior to submission of a Defect/Bug to the Support Service Team, You shall validate it on a Vanilla environment which is composed of out of the box computer software installation that is not customized from its delivered form (i.e. it is used without any customizations applied to it). The Performance of this validation aims to give the Support Service Team the necessary elements to investigate Your Defect/Bug. After such validation, You may submit a Defect/Bug to the Support Service Team. When submitting, You will have to make sure that among the information sent to the Support Service Team to analyze Your Service Request, there will be no information You consider as confidential provided by You to EZROBOTICS or the Distributor, and that You do the clean-up of Your information or data if necessary.
4.2 Submitting and Tracking Your Service Request

You may be able to submit and track Your Service Requests via phone, web, and/or e-mail according to the terms and conditions applicable to the Support Service purchased. If the Distributor authorizes You to have direct access to EZROBOTICS Support Service website, such Support Service website is available at the following address: http://eZRobotics.com/eng/support/request.asp
Performance of Support Service depends on Your full cooperation, including, without limitation, providing at no charge to EZROBOTICS Co., Ltd., safe and timely access to Your computer systems, personnel (executives and staff), facilities, utilities, Software, data, and information reasonably necessary for the performance of Support Service. You shall ensure that You have the appropriate licenses or rights, as may be applicable, from third party licensors for third parties’ software, third parties’ data, and information in order to allow performance of Support Service hereunder. You are responsible for the accuracy and completeness of the information and data You supply. You hereby grant a license to the Distributor and EZROBOTICS Co., Ltd. to use such information and data to perform the Support Service. You acknowledge and agree that performance of Support Service is dependent upon the accuracy and completeness of Your data. You shall maintain up to date current and complete back up of any and all data and/or programs and/or software and/or information that may be affected, altered, modified, corrupted, or otherwise impacted by performance of Support Service. You shall indemnify, defend, and hold the Distributor and EZROBOTICS Co., Ltd. harmless from any action based on a claim that any materials, information, or data provided by You infringes any third party’s patent, copyright or trademark, or a misuse of any third party’s confidential, proprietary, or trade secret information. You shall promptly verify Your Service Request resolution and validate the closure. If such action is requested by the Support Service Team, it should be provided within a certain timeframe as defined by the Support Service Team or the Service Request will be automatically closed after two notifications.

5. When Will You Receive the Answer to Your Service Request?

5.1 Understanding the Level of Urgency

When You submit a Service Request to the Support Service Team, You propose a qualification in the Service Request according to the impact of the incident regarding Your day-to-day operation.

  • Four levels of urgency are available:
  • o Urgent: You are unable to use the Software and have severe/critical impacts on operations, and no Workaround exists
  • o High: You are able to use the Software but operations are severely restricted by the incident. A Workaround exists.
  • o Medium: You can use the Software with some restrictions on one or several functions. These restrictions, however, do not have a severe impact on Your operations.
  • o Low: The incident causes little or no impact to Your operations, or a way to circumvent the incident has been found.

Once received by the Support Service Team, Your Service Request and related proposed qualification of its urgency level will be reviewed by the Support Service Team. You and the Support Service Team may have some discussions before the final qualification by the Support Service Team.

5.2 Initial Response Time Objectives

The Support Service Team will make commercially reasonable efforts to address Your Service Request based on its validated urgency level as follows. However, this does not constitute an obligation to correct or to solve any reported Service Requests.

  • Urgency Level Initial Response Time
  • - Urgent : 4 Business Hours
  • - High : 4 Business Hours
  • - Medium : 1 Business Day
  • - Low : 2 Business Days
5.3 Service Request Closure Objectives

Point and/or Maintenance Release provides You code corrections, which may include corrections of Your Defect.

The Support Service Team analyzes the Service Request to determine how it will be addressed according to the urgency level.

  • o When the Service Request, qualified as a “Defect”, is determined to be of “Urgent” level, a Point Release may be created and delivered to You on submitted Release or a future Maintenance Release according to a timeframe to be determined by EZROBOTICS Co., Ltd. Service Request closure could reflect deferred corrections with a closing code to designate plans for inclusion in a future Release.
  • o When the Service Request, qualified as “Defect”, is determined to be of “High”, “Medium”, or “Low” level, EZROBOTICS Co., Ltd. may defer the General Maintenance Release on a future Release. Service Request closure may reflect deferred corrections with a closing code to designate plans for inclusion in a future Release.

For any incidents, once Service Request is created, the appropriate EZROBOTICS Research and Development team makes the commercial reasonable efforts to close all the Service Requests qualified as Defect according to the urgency level within a timeframe to be determined by EZROBOTICS Co., Ltd. However, this does not constitute an obligation to correct or to solve any reported incidents.

6. Termination and Reinstatement of Support Services

Customer may terminate Support Services for a Software ordered under the PLC/AMC pricing structure as defined in the License Agreement or ST as applicable, subject to the following conditions: (i) Customer notifies the Support Service Team with at least thirty (30) days prior notice, and (ii) such termination shall apply to Support Services related to all licenses of said Software held by Customer under any license agreement then in force between Customer and the Distributor and/or EZROBOTICS Co., Ltd. In such case for all such licenses described in the preceding sentence: (1) Customer shall have no further obligation to pay the Support Service fees, known as AMC, related to the corresponding Software; (2) Customer shall duly certify in writing to the Distributor and/or EZROBOTICS that all copies of all Releases of the Software other than those of the latest Release of the Software installed by Customer, have been duly destroyed or returned to the Distributor and/or EZROBOTICS in their entirety; and (3) Support Services for such Software will terminate at the expiration of the thirty (30) days’ notice period. The Support Service Team shall have no further obligation to provide any services or deliver any Release in support of any such licenses, except for providing license keys, if necessary. EZROBOTICS shall have no further obligation to provide replacement licenses according to the terms in Section 2.7 for any licenses that are lost after termination. If You decide to purchase new or additional licenses, the Support Services of all previously purchased software must be reinstated prior to the new or additional software purchase.

You may reinstate Support Services, provided such reinstatement is activated for all licenses of a given Software held by You under any license agreement then in force between You and the Distributor and/or EZROBOTICS Co., Ltd., and You pay all fees that would have been due in respect of Support Services from the date of termination of Support Services to the date of reinstatement of such Support Services, plus a reinstatement fee corresponding to eighty percent (80%) of such fees that would have been due in respect of Support Services from the date of termination of Support Services to the date of reinstatement of such Support Services.

END OF CUSTOMER SUPPORT POLICIES FOR EZROBOTICS SOFTWARE