Twinality

End User License Agreement

Effective Date: January 1, 2025
Last Updated: January 1, 2025

Important Notice

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

In this Agreement:

  • “Software” means the Twinality digital twin platform, including all applications, tools, documentation, and related materials provided by Twinality.
  • “Licensor” means Twinality Ltd., a company registered in the United Kingdom.
  • “Licensee” or “You” means the individual or entity that has licensed the Software under this Agreement.
  • “Device” means any hardware system, robot, or computing device on which the Software is installed.
  • “Digital Twin” means the virtual representation of physical systems created using the Software.

2. Grant of License

2.1 License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to:

  • Install and use the Software on authorized Devices
  • Create and manage Digital Twins for authorized robotic systems
  • Access documentation and training materials
  • Use the Software for internal business purposes

2.2 License Restrictions

You may NOT:

  • Copy, modify, or create derivative works of the Software
  • Reverse engineer, disassemble, or decompile the Software
  • Rent, lease, lend, sell, redistribute, or sublicense the Software
  • Remove or alter any proprietary notices or labels
  • Use the Software for any unlawful purpose
  • Transfer the Software to any third party without written consent
  • Use the Software to develop competing products or services

3. Ownership and Intellectual Property

3.1 Software Ownership

The Software is licensed, not sold. Licensor and its suppliers retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights.

3.2 User Content

You retain ownership of any data, Digital Twins, or content you create using the Software (“User Content”). By using the Software, you grant Licensor a limited license to use User Content solely to provide and improve our services.

3.3 Feedback

Any feedback, suggestions, or ideas you provide about the Software may be used by Licensor without any obligation to you.

4. Updates and Maintenance

4.1 Updates

Licensor may provide updates, patches, or new versions of the Software. Installation of updates may be required for continued use of the Software.

4.2 Automatic Updates

The Software may automatically download and install updates for security, performance, or feature improvements. You consent to such automatic updates.

4.3 Support

Support services are provided according to your service agreement. Basic support may include documentation and online resources.

5. Data Collection and Privacy

5.1 Usage Data

The Software may collect technical and usage data to improve performance and features. This includes:

  • System performance metrics
  • Feature usage statistics
  • Error reports and diagnostics
  • Device configuration information

5.2 Privacy Protection

All data collection and processing is governed by our Privacy Policy. We do not sell or share your personal data with third parties for marketing purposes.

6. Safety and Compliance

6.1 Safety Requirements

You acknowledge that:

  • The Software is designed to assist with robotic automation but does not guarantee safety
  • You are responsible for implementing appropriate safety measures
  • You must comply with all applicable safety regulations and standards
  • The Software should not be relied upon as the sole safety system

6.2 Regulatory Compliance

You are responsible for ensuring that your use of the Software complies with all applicable laws, regulations, and industry standards in your jurisdiction.

7. Warranties and Disclaimers

7.1 Limited Warranty

Licensor warrants that the Software will perform substantially in accordance with the documentation for a period of 90 days from the date of initial installation.

7.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • ACCURACY OR RELIABILITY OF RESULTS

7.3 High-Risk Activities

THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

8. Limitation of Liability

8.1 Limitation

IN NO EVENT SHALL LICENSOR BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
  • LOST PROFITS, REVENUE, OR DATA
  • BUSINESS INTERRUPTION
  • PERSONAL INJURY OR PROPERTY DAMAGE

8.2 Maximum Liability

LICENSOR’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

8.3 Exceptions

Some jurisdictions do not allow limitations on implied warranties or liability. In such cases, the above limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless Licensor from any claims, damages, or expenses arising from:

  • Your use or misuse of the Software
  • Your violation of this Agreement
  • Your violation of any third-party rights
  • Any harm caused by your robotic systems or Digital Twins

10. Term and Termination

10.1 Term

This Agreement is effective until terminated by either party.

10.2 Termination by You

You may terminate this Agreement by ceasing use of the Software and destroying all copies.

10.3 Termination by Licensor

Licensor may terminate this Agreement immediately if you breach any terms. Upon termination:

  • All licenses granted to you will immediately cease
  • You must stop using the Software
  • You must destroy all copies of the Software
  • Provisions that by their nature should survive will remain in effect

11. Export Controls

You agree to comply with all applicable export and import laws and regulations. You may not export or re-export the Software to prohibited countries or individuals under trade sanctions.

12. Government End Users

If you are a government entity, the Software is provided as “Commercial Computer Software” under applicable regulations, with only the rights granted to all other end users.

13. Third-Party Components

The Software may include third-party components subject to separate license terms. These licenses are included in the Software documentation.

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by the laws of England and Wales, without regard to conflict of law principles.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the Software.

14.3 Severability

If any provision is found unenforceable, the remaining provisions shall continue in full force.

14.4 No Waiver

Failure to enforce any provision shall not constitute a waiver of that provision.

14.5 Assignment

You may not assign this Agreement without Licensor’s written consent. Licensor may assign this Agreement without restriction.

15. Contact Information

If you have questions about this Agreement, please contact:

Twinality Ltd.
Email: legal@twinalityrobotics.com
Website: www.twinalityrobotics.com
Address: Sheffield, United Kingdom

By using the Software, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.