Hardware Service Level Agreement
last updated: 23 november 2023
Version: POL- 2 (Rev 1)
Intellectual property rights and use of hardware
This document covers Automata’s intellectual property rights and use of hardware.
- 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.
- 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.
- Customer – the business that has entered into an Agreement with Automata and for whom these policies are relevant.
- 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.
- Factory Acceptance Testing (FAT) – means the factory acceptance testing applicable to the services provided under or in connection with an Agreement, and as further described in the applicable, Statement of Work.
- Hardware Update – involves enhancing or augmenting a piece, or pieces, of Equipment by adding or replacing its supplementary components.
- 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.
- Location – the address detailed in the Agreement where Automata has committed to deploying the Equipment.
- Office Hours – from 9.00 to 17.00 UK time (GMT or BST based on date) on Working Days.
- Term – period defined in the Agreement for which the Agreement is and relevant policies are valid.
- Workcell – A complete Automata automated platform, consisting of one or more robots, controller, safety devices, LINQ bench solution and various other laboratory equipment, designed to perform one or many applications.
- Working Days – are from Monday to Friday, with the exception of UK national public holidays.
1 Intellectual Property Rights, and use of hardware
- 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 Equipment 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 (to 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 through its employees who perform services for the Customer and require use of the Hardware in the ordinary course of business (which does not include any services relating to evaluating, comparing or benchmarking the Hardware to any competing solution), 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 physical site access and site services support staff to ensure all relevant Customer personnel (including authorised users) can access and use the Hardware. The Customer must promptly provide access to the physical hardware, and permit Automata to install hardware updates according to the terms in this document. The Customer is responsible for ensuring users of the Equipment are appropriately trained prior to use.
- 1.5 The Customer will not use the Equipment for any purpose other than as expressly permitted by this Agreement. In addition, the Customer will not:
- install, uninstall, assign, sell, rent, sublicense, give away or otherwise transfer the hardware, or any portion thereof to a third party;
- use the Equipment for or by any service provider, time-sharing or outsourcing service;
- alter, modify or create any derivative work of any portion of Equipment;
- translate, disassemble, reverse-assemble, trace, or otherwise reverse-engineer the Equipment or otherwise attempt to learn the operation or firmware of the Equipment, 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 Equipment;
- infringe the Intellectual Property Rights or privacy rights of any third party in connection with use of the Equipment or Documentation;
- use the Equipment at any location other than the Location;
- use the Equipment, in whole or in part, in any manner that competes with Automata; or
- make any use of the Equipment 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 Equipment.
- 1.7 The Customer is responsible for promptly notifying Automata if it becomes aware of any malfunction of the hardware system.
- 1.8 Hardware incident response times:
- All hardware incident service response times are governed by the Service Policy
- 1.10 Automata will from time to time release new versions of the Automata On-Premise Equipment, in whole or in part, which may not be backwards compatible. Furthermore Automata may discontinue the manufacture of previous versions of the Automata On-Premise Equipment.
- Automata will support discontinued versions of the hardware, in terms of maintenance and parts for the remainder of the contract term or 5 years after the discontinuation of the hardware in question, whichever comes first.
- 1.9 During the Term, Automata may release required hardware updates. Automata will install the Hardware Update and will deliver notice to the Customer of the Hardware Update.
- Automata reserves the right to access and make modifications to the hardware components of the system, as specified in this Agreement, for the purpose of system enhancements and upgrades, independent of any specific request by the Customer.
- Automata shall exercise this right only after providing reasonable notice to the Customer, which shall not be less than six (6) weeks prior to the intended access date.
- The Customer will promptly provide access to the hardware within two (2) months of receiving notice. The Customer will be responsible for any required workflow re-validation following the successful installation and FAT (Factory Acceptance Testing) of hardware updates.
- Automata shall ensure that its access and activities are conducted in a manner that minimises disruption to the Customer’s business operations. The Customer shall make reasonable efforts to facilitate access within a timeframe that does not unduly disrupt their operations.
- Automata shall bear all costs associated with hardware maintenance and upgrades initiated by Automata, except where such work is necessitated by misuse, neglect, or unauthorised modifications by the Customer, in which case the Customer may be responsible for associated costs.
- 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.
- 1.11 The Customer may make copies of the Documentation to the extent reasonably necessary to enable use of the Hardware in accordance with this Agreement. The Customer may not provide such Documentation or copies, or any part thereof, to any third parties.
- 1.12 Except as expressly agreed in this Agreement, no Intellectual Property Rights of either party are transferred of licence 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 Maintenance Access/ Planned Preventative Maintenance
- Automata will perform planned preventative maintenance in accordance with the service policy and relevant Agreement throughout the Term.
- Automata will provide at least one (1) month notice for preventative maintenance visits.
- Automata will make all reasonable efforts to minimise down-time of the system during preventative maintenance visits.
- The customer will provide Automata maintenance staff full access to the hardware, during Office Hours unless their service contract specifies otherwise, and ensure the associated facilities are appropriately managed to allow Automata to complete maintenance in a quick and efficient manner.
- If the customer does not provide access to the Workcell within the two (2) month notice period, Automata cannot be liable for hardware performance issues that arise due to the delayed.
3 Third-Party Liabilities
- 3.1 Automata has no obligation for any third-party claim arising from:
- modifications to the Equipment or services not made by Automata;
- the Customer’s use of the Equipment or services that is non-compliant with the Documentation;
- use of the Equipment or services in any manner that is not authorised or is not permitted by this Agreement;
- the Customer’s use or combination of the Equipment or any services with any other software, 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.
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