UNIVERSAL ROBOTS ACADEMY PARTICIPANTS – TERMS OF USE
PURPOSE AND SCOPE

1.
1.1

Universal Robots Academy (the "Program") is an online training platform offered by Universal
Robots A/S, a company incorporated in Denmark, whose registered address is Energivej 25,5260 Odense S, Denmark under company number 29138060 ("Universal Robots") to you as
an individual or an entity (the "Participant").

1.2

These terms of use create a contract between the Participant and Universal Robots (the"Agreement"). By clicking "Create Account," the Participant confirms its understanding andacceptance of the Agreement.

1.3This Agreement governs the Participant's use of the Program, through which the Participant cantake online training e-learning modules, get educational information, and purchase participation
in in-class trainings hosted and made available by Universal Robots and Authorized Universal
Robots Academy Partners (the "Partners").
CONTRACT AND CONTENT CHANGES

2.
2.1

Universal Robots reserves the right at any time to modify this Agreement and to add new oradditional terms or conditions on the Participant's use of the Program. Such modifications andadditional terms and conditions will be effective immediately and incorporated into thisAgreement. The Participant's continued use of the Program will be deemed acceptance thereof.

2.2

Universal Robots reserves the right at any time to extend or limit the scope of the Program orto modify its functionality.
ACCOUNT3.
3.1

To get access to the Program, the Participant needs to establish an account, including ausername and a password (the "Account"). The Participant undertakes to only access theProgram through this Account.

3.2

The Participant is responsible for all activity occurring under the Account.

3.3

Universal Robots has the right to modify, withdraw and deny any Participant’s access to theProgram at any time.
IN-CLASS TRAINING

4.
4.1

Participants will be able to purchase in-class training (the "Training Course") by registering
for such Training Course through the Program (the "Registration"). In-Class Training Courses
will be offered both by Universal Robots Academy as well as its Partners.

4.2

Once a Participant has completed the Registration, a seat at the Training Course will bereserved. Depending on where in the world the Training Course is taking place, invoices forTraining Courses may be issued by the regional Universal Robots offices and not Universal
Robots A/S.

4.3

For credit card payments, a “hold” will be placed on the card for the entire amount due at thetime of Registration. The payment will be debited within 7 days after the Registration.

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4.4

For Invoiced Training, the payment terms shall be net eight (8) days. Confirmation of Seatavailability will be issued to Participant upon Universal Robots’ receipt of payment.

4.5

All Training Courses will be conducted in compliance with Universal Robots rules of conduct
applicable at the training facility. For the safety of all Participants, failure to comply with theUniversal Robots safety guidelines and rules at the Training Course may result in dismissal.

4.6

A Participant may cancel training and obtain a full refund if the cancellation is received byUniversal Robots Academy no later than five (5) days prior to the Training Course. If cancellationis received less than five (5) business days before the training, the participant will be charged
50% of the activity fee. In case of a participant not showing up for a training without priorcancellation, the full amount will be charged.

4.7

Universal Robots may cancel a Training Course by providing Participants two (2) weeks
advanced notice, when such advance notice is possible. If Universal Robots cancels a Training
Course, the Participant may upon such notification either request a refund of the course fee orreschedule the training. Universal Robots will not be liable for any other expenses or costs
incurred by Participants in connection with a cancellation.

4.8

The above-referenced payment, guidelines, and cancellation terms are only applicable forTraining Courses hosted by Universal Robots Academy. For Training Courses hosted by Partners,
Participants are to contact the specific Partner for information as to their specific payment andcancellation terms. Partner payment terms are not under the control of Universal Robots andUniversal Robots is not responsible for the terms set by Partners.
INTELLECTUAL PROPERTY

5.
5.1

Any training material, software, guidelines, technical information, content, data, images or othermaterials provided by Universal Robots in the Program or during a Training Course (the"Content") are all proprietary rights of Universal Robots. The Content are protected byintellectual property rights and includes rights in copyrights, patents, trademarks, design rights,
database rights, trade secrets, know-how and all other confidential information protected under
the laws of Denmark, any other jurisdictions or treaty.
SITE AVAILABILITY

6.
6.1

At Universal Robots’ discretion, the Program is made available only to selected Participants.

6.2

For purpose of access to the Program, a Participant must have a valid registration to log in6.3

Universal Robots may use IP Domain information to analyze trends, administer the site, trackusers' movement, and gather broad demographic information for aggregate use or Universal
Robots Academy administrative uses. IP Domain information collected by Universal Robots may
be linked to personally identifiable information
LINKS TO THIRD PARTY SITES

7.
7.1

The Program may contain links to other web sites. The links to other web sites will allow users
to leave the Program.

7.2

The linked web sites are not under the control of Universal Robots and Universal Robots is not
responsible for any contents of any linked web site or any link contained in a linked web site, orany changes or updates to such web sites.

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7.3

Universal Robots is providing these links to you for convenience purposes only, and the inclusionof any link does not imply endorsement by Universal Robots
LICENSE TO USE CONTENT

8.
8.1

Universal Robots grants the Participant a non-exclusive, non-transferable, royalty-free,payment-free and revocable license to use the Content for the Participant's personal and internaluse. Universal Robots retains and reserves all intellectual property rights not expressly grantedin this Agreement.
RESTRICTIONS ON USE OF CONTENT

9.
9.1

The Participant agrees not (nor allow, authorize or assist others) to decompile, reverse engineer,disassemble, modify or translate the Content or otherwise attempt to derive source code, trade
secrets, or know-how in the Content and the Program.

9.2

Further, the Participant agrees not to sublicense, network, lease, sell, distribute, disclose,
publicly display, publish, reproduce, create derivative works based on, assign or transfer theContent in whole or in part to any person or other entity without Universal Robots' prior writtenconsent.

9.3

The Participant undertakes not to use the Content inconsistently with Universal Robots' ownership of the Content. This includes without limitation challenging Universal Robots' ownership ofthe Content, the validity of Universal Robots’ intellectual property and patent rights, the validityof the licences granted in this Agreement and exploiting Universal Robots' intellectual property
rights during or after the termination of this Agreement.
FEEDBACK

10.
10.1

The Participant is encouraged to provide Universal Robots with any suggestions, comments orother feedback which the Participant has learned or collected in relation to the Content provided
by Universal Robots (the "Feedback"). This includes test results, error data, bugs, reports andother information relating to the Participant's evaluation of the Content regardless of the formof which it has been collected.

10.2

The Participant agrees not to provide Universal Robots with Feedback that breaches any obligation of confidentiality owed to a third party or infringes any third party's intellectual property
rights or any other applicable law.

10.3

The Participant grants Universal Robots all rights and the ownership of the Feedback includingany intellectual property herein at no cost. Universal Robots is entitled but not obligated to use,
incorporate, reproduce, license and distribute the Feedback for any purpose with no obligationof any kind to the Participant.
INDEPENDENT DEVELOPMENT AND RESIDUALS

11.
11.1

The Participant retains all the intellectual property rights to its Contribution.

11.2

The Participant grants Universal Robots and any company or affiliate within the Universal Robots
group a worldwide, royalty-free, non-exclusive license to use, modify, distribute and sublicense

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any Contribution submitted by the Participant in connection with its use of the Program for anypurpose. The license is granted without any compensation or obligation to the Participant.

11.3

Universal Robots is entitled to use the Participant's Feedback and the residuals resulting fromthe Participant's Contribution, providing that it does not disclose the Participant's confidential
information except as permitted pursuant to this Agreement.
CONFIDENTIALITY

12.
12.1

Universal Robots may provide the Participant with access to non-public information, including
data, software, specifications and guidelines related to the Content and Universal Robots (the"Confidential Information"), which is considered confidential and proprietary to UniversalRobots.

12.2

The Participant undertakes not to disclose Confidential Information to any third party, including
any affiliates or subsidiaries, without Universal Robots' prior written consent.

12.3

Further, the Participant undertakes not to use any Confidential Information for any purpose
outside the scope of the Program except with Universal Robots' prior written permission.
INDEMNIFICATION

13.
13.1

The Participant indemnifies and agrees to defend Universal Robots, its distributors and sales
agents against any and all actions, suits and claims and hold harmless from any and all liabilities,
damages, losses, costs and expenses (including reasonable attorney and professional fees) that
result or arise from the Participant's use of the Content in a manner that is inconsistent withthis Agreement.

13.2

Universal Robots will indemnify, defend and hold the Participant harmless, against all claims
against the Participant which arises from the Content infringing an intellectual property right inthe country where the Content is initially delivered, provided the Participant promptly notifies
Universal Robots in writing, assists in the investigation or defense of the claim and allows
Universal Robots to be solely responsible and control the defense and settlement of such claim.
NO WARRANTIES

14.
14.1

The Program and the Content provided by Universal Robots hereunder are provided on an "asis" basis and the Program is subject to change. Universal Robots and its suppliers disclaim all
warranties, either express or implied, including, but not limited to, implied warranties ofmerchantability, fitness for a particular purpose or noninfringement.
LIMITATIONS OF LIABILITY

15.
15.1

To the maximum extent permitted by applicable law, in no event will Universal Robots or its
suppliers be liable for any special, incidental, indirect or consequential damages arising out ofor related to this Agreement or the Participant's use of the Program. Universal Robots expressly
disclaim any and all liability for the conduct of its Partners.
EXPORT CONTROL LAWS AND AUDIT

16.
16.1

The Participant agrees to comply with all applicable foreign trade control and export control
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those imposed by the United States ("US") or the European Union ("EU") or any of its memberstates. The Participant shall not export or re-export any portion of the Content received from
Universal Robots in connection with this Program, to any country, entity or person except incompliance with applicable export laws. Such regulation and laws include but are not limited tothe Council Regulation (EC) No. 1334/2000, the US Export Administration Regulations, theInternational Traffic in Arms Regulations as well as Specifically Designated Nationals andBlocked Persons programs (as those terms are defined in the United States Code of FederalRegulations).

16.2

Universal Robots shall have the right, at its own expense, to audit the Participant’s compliancewith the terms of this Agreement.
TERM AND TERMINATION

17.
17.1

This Agreement will continue to apply until terminated by either the Participant or Universal
Robots as set forth below. Any terms which by their nature should continue will survive suchtermination.

17.2

Universal Robots may immediately terminate or suspend this Agreement and all rights andlicenses granted by Universal Robots at its sole discretion at any time, for any reason effective
upon notice from Universal Robots.

17.3

The Participant may terminate this Agreement at any time by ceasing the Participant's accessto the Program and use of all Content.

17.4

Upon termination of this Agreement, all rights and licenses granted herein immediately expire
and the Participant must cease use of all Content and permanently delete all Content in its
possession.
FORCE MAJEURE

18.
18.1

In the event Universal Robots is rendered unable to carry out the whole or any part of its
obligations under these Terms and Conditions for any reason beyond the control of Universal
Robots, including but not limited to decrees or restraints by government authorities, Acts ofGod, major strikes, fire, war, riot, pandemic, disease or other matters caused by any of thecircumstances mentioned above, and any other cause of such nature, then the performance ofthe obligation hereunder of Universal Robots shall be excused during the continuance of theinability so caused, but such inability shall as far as possible be remedied with all reasonabledispatch.
GOVERNING LAW

19.
19.1

This Agreement shall be governed by the laws of Denmark excluding its conflicts of law
provisions and the United Nations Convention on Contracts for the Sale of Goods.

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