This document covers Automata’s intellectual property rights, grant of licences and use of software.

Definitions

• 3rd Party Equipment – covers any instrumentation or equipment purchased outside of the Automata On-Premise Equipment definition.

• Agreement – signed document between the Customer and Automata, usually in the form of a Master Services Agreement or a Statement of Work.

• Application Services – software applications as a service.

• Availability Commitment – at any time the positive difference (if any) between (a) an amount equal to the aggregate amount of the Commitments at such time minus (b) the Aggregate Capital at such time.

• Authorised User – means the users authorised by the Customer to use the Software in accordance with the terms of this Agreement.

• Automata On-Premise Equipment – covers the components of LINQ Bench, specifically the SCARA robotic arm, rail, transport layer, electronics within the bench including the hub, and bench frame itself.

• Cloud Services – are any elements of applications that run within Automata operated cloud services.

• Customer – the business that has entered into an Agreement with Automata and for whom these policies are relevant.

• Defect – means a failure of the Cloud Services to perform substantially in accordance with intended function.

• Defect Resolution Request – the Customer’s request for the resolution of a Defect.

• Diagnosis Time – the time needed to assess the content of a Defect and to establish problem-solving approaches. The Diagnosis Time is measured from the confirmation of a Defect resolution request until Automata indicates that a start has been made to resolve the Defect.

• Documentation – means any of the following:
  • the description and specification of the equipment;
  • the description and specification of the software;
  • in respect of the equipment and the software, the relevant instructions as to how to use that part of the services made available by Automata;
  • the description and specification of each additional service.

• Equipment – all hardware provided by Automata to the Customer; Automata On-Premise Equipment and 3rd Party Equipment.

• Hardware – the physical components of a solution.

• Intellectual Property Rights – means any and all copyright, neighbouring and related rights, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
  • whether registered or not;
  • including any applications to protect or register such rights;
  • including all renewals and extensions of such rights or applications;
  • whether vested, contingent or future; and
  • wherever existing.

• Licence – access to software, whilst ownership rights remain with Automata.

• Location – the address detailed in the Agreement where Automata has committed to deploying the Equipment.

• Maintenance – means scheduled Unavailability of the Cloud Services.

• Monthly Uptime Percentage – is calculated by subtracting from 100% the percentage of minutes during the month in which the Cloud Service is Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Automata SLA Exclusion, set forth in this document.

• Office Hours – from 09.00 – 00.30 UCT on working days.

• Resolution Time – the time between the diagnosis of a Defect Resolution Request, the communication made by Automata that an update is available.

• Services – the Subscribed Services, Set-up Services and Support Services;

• SLA – Service-level agreement- the level of service expected by a customer from Automata.

• Software – Automata’s cloud-hosted software-as-a-service LINQ software application to which the Customer has subscribed as set out in the relevant Statement of Work;

• Term – period defined in the Agreement for which the Agreement is and relevant policies are valid.

• Update – is a release containing enhancements to the current version.

• Upgrade – new version of the Software that includes new and/or different features from the previous version.

• User Accounts – collection of data associated with a particular user of a multiuser system.

• Unavailable and Unavailability – means that the Cloud Services has no external connectivity during a ten (10) consecutive minute period and Customer attempts but is unable to access data by means of the Cloud Services during that same time period. Under no circumstances will the Cloud Services be considered Unavailable if test packets directed by Automata or its designee to the primary servers hosting the Cloud Services indicate that it is functional, as reflected in Automata server logs.

• Working Days – are from Monday to Friday, with the exception of local national public holidays.

1 Intellectual Property Rights, grant of licences and use of Software

• 1.1 Intellectual Property Rights (which, for the avoidance of doubt, includes data) shall be owned as follows:
  • pre-existing Intellectual Property Rights and data provided by Automata to the Customer shall remain the property of Automata, with a non-exclusive, limited licence granted to the Customer for the duration of this Agreement;
  • pre-existing Intellectual Property Rights and data provided by the Customer to Automata shall remain the property of the Customer with a non-exclusive, limited licence granted to Automata for the duration of this Agreement; and
  • Intellectual Property Rights in analytics and performance data arising under or in connection with the Services shall be the property of Automata and the Customer hereby assigns to Automata with full title guarantee any such analytics and performance data. The Customer will, at no cost to Automata, execute any and all documents and do any and all things reasonably requested by Automata to vest and perfect Automata’s interest in the Intellectual Property Rights. For the avoidance of doubt, any Intellectual Property Rights in scientific data in samples or results generated by Customer shall belong to Customer.

• 1.2 Automata hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited Licence for use of the Software for the duration of this Agreement, subject to the Customer’s compliance with its obligations under this Agreement and solely for the Customer’s own internal business purposes at the Customer’s premises where Equipment has been deployed (the ‘Location‘) and in conjunction with the Equipment. The Licence granted is solely to the executable object code of the Software and does not include any Licence to the source code of the Software.

• 1.3 For the avoidance of doubt, the Customer can exercise the rights granted through its employees who perform services for the Customer and require use of the Software in the ordinary course of business (which does not include any services relating to evaluating, comparing or benchmarking the Software to any competing solution) (‘Authorised Users‘), provided that the Customer will be responsible for each such Authorised User’s use of the Software and compliance with the terms of this Agreement.

• 1.4 The Customer is responsible for providing sufficient bandwidth and network connectivity to ensure all relevant Customer personnel (including Authorised Users) can access and use the Software. The Customer must promptly install, or permit Automata to install, each Update. The Customer is responsible for ensuring its firewalls permit access to the Software. The Customer is responsible for taking reasonable security precautions, including, without limitation, determining the security configurations of its systems (e.g. password construction rules and expiration intervals), ensuring that its use of the Software is safe and in compliance with applicable law and the Documentation and that any outputs produced by the Software are regularly tested for validation and quality control purposes. The Customer is responsible for setting up and ensuring the confidentiality of any accounts for Authorised Users and passwords assigned to them for use with the Software (‘User Accounts‘). The Customer is responsible for promptly notifying Automata if it becomes aware of any actual or reasonably suspected information security breaches affecting the security of the Software, including without limitation compromised User Accounts. The Customer is responsible for periodically reviewing its security configurations and access rights to determine if they are appropriate for its needs. The Customer is responsible for defining its authorised approvers, documentation and validation requirements for changes to its use and access to the Software.

• 1.5 The Customer will not use the Software for any purpose other than as expressly permitted by this Agreement. In addition, the Customer will not: 
  • install, uninstall, copy, assign, sell, rent, sublicense, give away or otherwise transfer the Software, or any portion thereof to a third party;
  • install or use the Software for or by any service provider, time-sharing or outsourcing service;
  • alter, modify or create any derivative work of any portion of Software;
  • translate, reverse-compile, decompile, disassemble, reverse-assemble, trace, or otherwise reverse-engineer the Software or otherwise attempt to learn the operation or source code of the Software, except to the limited extent this is required to be permitted by applicable law;
  • remove, alter or obscure any proprietary notices or labels on the Software;
  • infringe the Intellectual Property Rights or privacy rights of any third party in connection with use of the Software or Documentation;
  • interfere with or disrupt the Software, the Automata systems used to host the Software, other equipment or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software made known to the Customer;
  • use the Software at any location other than the Location;
  • use the Software, in whole or in part, in any manner that competes with Automata; or
  • make any use of the Software that Automata reasonably believes is abusive or that violates any applicable local, state, national, international or foreign law.

• 1.6 Without limiting the Licence restrictions and as an additional obligation, the Customer will adopt and implement reasonable measures to guard against unauthorised use of the Software. Automata may suspend or revoke access to the Software, or take other appropriate action, if it reasonably believes that a security violation has occurred.

• 1.7 During the Term, if Automata generally releases an Update, then Automata will install the Update and will deliver notice to the Customer of the Update.  The Customer will promptly test the connections between the Equipment and the Customer’s information system.  Updates will not include any upgrades, releases, versions, modules or products that Automata Licences or prices separately from the Software or for which Automata generally charges additional fees to its licensees receiving Maintenance and support.  Automata may, in its sole and absolute discretion, include in Updates or other products certain features or functionality suggested or requested by or on behalf of the Customer at any time, including any customisations or modifications that may be required during the installation of the Software pursuant to this Agreement that Automata agrees to perform, and Automata will exclusively own all such features and functionality and may provide them to other licensees with or without charge, without any compensation due to the Customer, unless otherwise specifically agreed in writing between the parties.

• 1.8 Hardware incident response times. All hardware incident service response times are governed by the Service Policy During the Term, if Automata generally releases an Upgrade, then Automata will install the Upgrade and will deliver notice to the Customer of the Upgrade.  The Customer will promptly test the connections between the Equipment and the Customer’s information system(s). In the event of a dispute between the Customer and Automata about whether Software is an Upgrade or a separate product, Automata’s reasonable decision shall be final. If a separate product is identified by Automata, associated fees and any other charges will be agreed in advance, prior to the installation of such product.

• 1.9 The Customer may make copies of the Documentation to the extent reasonably necessary to enable use of the Software in accordance with this Agreement. The Customer may not provide such Documentation or copies, or any part thereof, to any third parties.

• 1.10 No more than once per calendar year during term of this Agreement, and for a period of two (2) years thereafter, or otherwise upon a reasonable basis to believe a breach by the Customer of this Agreement has occurred, upon ten (10) days prior written notice from Automata, the Customer will permit Automata, or a representative of Automata, the right, but not the obligation, to examine the facilities and systems where any Software is or was used or maintained to the extent required in order to verify compliance with this Agreement.  Any such examination will be during the Customer’s normal business hours and Automata will use reasonable endeavours to minimise any disruption to the Customer during any audit.

• 1.11 Except as expressly agreed in this Agreement, no Intellectual Property Rights of either party are transferred of licensed as a result of this Agreement. All rights, title and interest in and to the Software and any modifications, enhancements, improvements developed during this Agreement are and will remain with Automata or the applicable supplier or licensor. In the event any such modifications, enhancements, improvements may belong to the Customer, the Customer hereby assigns any such rights and interest to Automata with full title guarantee.

2 Third Party Liabilities

2.1 Automata has no obligation for any third-party claim arising from:

• modifications to the Software or Services not made by Automata;
• the Customer’s use of the Software or Services that is non-compliant with the Documentation;
• use of the Software or Services in any manner that is not authorised or is not permitted by this Agreement;
• the Customer’s use or combination of the Software or any Services with any other Software, Hardware, or Services that are not provided by Automata; or
• the Customer’s failure to implement changes recommended by Automata if the infringement would have been avoided by the implementation of the change.

3 Software availability commitment

3.1 Automata will make the Cloud Services available with a Monthly Uptime Percentage of at least 99% during any monthly cycle starting from the 1st of the month and ending on the 1st of the next month (the “Availability Commitment”). A Monthly Uptime Percentage of 99% means that Customer experiences no more than 438 minutes per month of Unavailability.

• 3.2 Automata SLA Exclusions:
  • that result from Maintenance of which Automata has provided a minimum seventy-two (72) hours’ notice to the designated administrative contact for Customer account;
  • caused by factors outside of Automata’s reasonable control including, but not limited to, a force majeure event, Internet access failure, or problems beyond the demarcation point of the Automata network;
  • that result from any actions or inactions of Customer or any third party not authorised by Automata;
  • that result from the equipment, software, or other technology of Customer or any third party;
  • that result from a fault with Automata On-Premise equipment, this is covered in a separate Hardware SLA document
  • arising from the suspension or termination of Customer’s right to use the Application Services in accordance with the Agreement.

4 Diagnosis and Resolution Time Objectives

The Diagnosis Time and Resolution Time are applicable to defects if they are identified as such based on a Defect Resolution Request. Diagnosis and Resolution Times are applicable exclusively during Office Hours of Working Days.

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