Background

Furhat Robotics acts on behalf of Misty Robotics at all times. Any representation of/as Furhat Robotics also inherently represents Misty Robotics, products sold through Furhat Robotics.

Furhat Robotics and Misty Robotics is in the business of developing and manufacturing robots and related equipment, software and services (the "Products").

Furhat Robotics has developed the Furhat Robot which employs an advanced technology that combines state-of-the-art computer animation with conversational capabilities allowing the Furhat Robot to engage in social interactions with several humans at the same time. Furhat Robotics owns the full rights and assets of Misty Robotics, and continued development of Misty.

 

1. Definitions

1.1 Definitions shall, irrespectively of whether used in singular or plural, in definite or indefinite form, have the defined meaning as set out below in this clause 1 when used with a capital initial letter.   

1.2 “Affiliate” means any entity directly or indirectly controlling or controlled by or in common control with Customer, where "control" is defined as the ownership of at least 50% of the equity or beneficial interest of such entity or the right to vote for or appoint a majority of the board of directors or other governing body of such entity, and any other entity with respect to which Customer or any of such Affiliates has management or operational. 

 1.3 “Documentation” means the Robot users’ manual and Furhat Robotics’ / Misty Robotics specifications and documentation made available by Furhat Robotics.   

1.4 “Products” means any product identified in the most current version of Misty Robotics products, including any hardware, software, accessories incl. spare parts and services related to these or Documentation.   

1.5 “Customer” means the natural person or a legal entity including Affiliates that has purchased the Products in accordance with this Purchase Agreement. 

2. Delivery and Returns

2.1 Delivery of the Products shall be made in accordance with Incoterms DAP. Returns of damaged items shall be in accordance with Incoterms DAP - Delivered at Place (Sweden).   

2.2 Furhat Robotics will comply with any applicable customs rules, regulations or procedures required for exporting the Products from Sweden. Customer will be responsible to comply with any customs rules, regulations or procedures required for importing the Products to the country of Destination and to pay any duties or fees that may be required. 

3. Documentation

3.1 At no additional charge to Customer, Furhat Robotics will provide access to Misty Robotics online Documentation. The Customer shall have the right to copy and modify all Documentation, including training materials, however only for its own internal use. 

4. Support

4.1 On Customer’s request, Furhat Robotics (or a third party appointed by Furhat Robotics) will provide Customer with support services which may be updated from time to time. 

5. Prices and Payment

5.1 Prices, fees and charges specified in your order summary do not include value added tax (“VAT”) and other taxes introduced after the order is made. The prices are fixed and given in United States dollars, unless otherwise stipulated.

5.2 Customer shall be solely responsible for the payment of any and all sales and use taxes assessed by any governmental authority with respect to the transactions contemplated by performance of the Purchase Agreement. If the purchase of the Products is subject to VAT, Customer shall pay the VAT or reimburse Furhat Robotics for any such cost.

5.3 The customer may choose to receive an invoice equal to the total order amount, which will be issued upon receipt of signed Purchase Agreement. 

5.4 Payment shall be made, within 14 days after the invoice date. 

6. Overdue Payment

6.1 In the event of late payment or non-payment of any amount, Furhat Robotics shall be entitled to obtain interest on arrears in accordance with the Swedish Interest Act (1975:635), from the due date of the invoice until full payment has been made, and also, where appropriate, to withhold delivery of part thereof.

6.2 If the Misty Customer fails to pay within 30 days of a demand by Furhat Robotics to pay the sum due, Furhat Robotics on behalf of Misty Robotics may terminate the Purchase Agreement in its entirety through written notice in accordance with clause 15. If Furhat Robotics terminates the Purchase Agreement, Furhat Robotics on behalf of Misty Robotics shall also be entitled to compensation for work performed and to damages. 

7. Retention of Title

7.1 Misty Products shall remain the sole property of Furhat Robotics until such time as it has been fully paid for by the customer. 

7.2 Until such time as title has passed to the Customer, the Customer undertakes to take good care of the Products and not carry out modifications thereto without the written consent of Furhat Robotics on Behalf of Misty Robotics. 

8. Intellectual Property Rights

8.1 The title to and ownership of, and all intellectual property rights to, including but not limited to copyright, and all other rights to, any work or development by Furhat Robotics or Misty Robotics, such as core technology, hardware (e.g. Furhat Robotics’ and Misty Robotics robot and accessories), software, are and will be exclusively owned by Furhat Robotics, unless otherwise agreed in writing.

8.2 Customer has no right to use or convey the Products in any other way than expressly authorized herein, unless the Parties have entered into an agreement that grants the Customer such right.

8.3 Any  Misty Robotics logotype, trademark, notice of copyright or any other markings concerning ownership rights of the Products may not be altered or deleted without Furhat Robotics’ approval. This also applies to the corresponding markings on all Documentation that is furnished by Furhat Robotics or Misty Robotics.

8.4 Upon any public display of the Misty Products and Logo, the brand must be shown at all times to match the product displayed, unless otherwise specifically agreed in writing in each case with Furhat Robotics. 

9. Personal Data

9.1 Each Party shall process personal data in accordance with from time to time applicable laws and regulations on processing of personal data, including but not limited to, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, or “GDPR”) and any amendments, replacements or renewals thereof as well as any binding national laws implementing the GDPR and other binding data protection or data security directives, laws, regulations and rulings as applicable from time to time.

9.2 Personal data processed by either Party, on behalf of the other Party, shall be processed in accordance with a data processing agreement. 9.3 In the event of a Personal Data Breach (means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data), shall the discovering Party, where feasible, notify the other Party within 72 hours of becoming aware of it.

10. Furhat Warranty

10.1 THE HARDWARE-PRODUCTS ARE PROVIDED WITH TWELVE (12) MONTHS LIMITED WARRANTY AGAINST MANUFACTURING DEFECTS. CUSTOMER’S SOLE REMEDY IN THE EVENT OF A WARRANTY BREACH IS, AT THE DISCRETION OF FURHAT ROBOTICS, REPLACEMENT OR REPAIR OF THE PRODUCTS. FURHAT ROBOTICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Furhat Limitation of Liability

11.1 FURHAT ROBOTICS’ LIABILITY FOR DAMAGES TO THE CUSTOMER UNDER THIS PURCHASE AGREEMENT IS LIMITED TO DIRECT LOSSES UP TO A MAXIMUM OF 25 % OF THE PURCHASE PRICE.    11.2 FURHAT ROBOTICS IS UNDER NO CIRCUMSTANCES LIABLE FOR INDIRECT DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF DATA. 

12. Force Majeure

12.1 If the performance of the Purchase Agreement is entirely or partly prevented or is significantly complicated due to circumstances beyond the control of a Party (“Force Majeure”) the Party shall be excused from performance of certain obligations for as long as the Force Majeure event continues. The events include, but are not limited to, lighting, flood, hurricanes or other natural disasters; fire or other accidents; pandemic; war, acts of war, terrorism or other armed conflict; general and unforeseen stoppages or disruptions in electronic data communication networks, extensive and unforeseen virus or other IT attacks; strike, lockout or other labour disputes; decision or omission of authorities; new or amended legislation; defects or delays in service or delivery from subcontractors or other similar circumstances. As soon as the Force Majeure event ceases, all obligations shall be fulfilled in accordance with the Purchase Agreement.

12.2 The Party wishing to invoke Force Majeure as grounds for discharge from liability shall immediately notify the other Party in writing of the occurrence of the Force Majeure event and its ceasing.

12.3 If the Force Majeure event continues for more than three (3) months, both Parties shall have the right to terminate the Purchase Agreement with immediate effect by written notice to the other party.

13. Term and Termination

13.1 The term of this Purchase Agreement shall commence upon the valid signature of both Parties of this Purchase Agreement.

13.2 This Purchase Agreement may be terminated by either Party with immediate effect and without any liability for compensation due to such termination in case:  a) the other Party commits a material breach of any provision of the Purchase Agreement which remains unremedied thirty (30) calendar days after the service of written notice upon the non-performing Party specifying the details of the breach;  b) the other Party enters into composition negotiation, is declared bankrupt, goes into liquidation or for any other reason can be assumed to be insolvent; or  c) a force majeure event (as described in clause 12 above) is not remedied within three (3) months.

13.3 Any termination of this Purchase Agreement must be in writing, and communicated to the other Party in accordance with clause 15 below.

13.4 In the event of breach of this Purchase Agreement, or any other agreement entered into between Furhat Robotics on behalf of Misty Robotics and Customer, Furhat Robotics reserves the right to disable all or parts of the functionality of the Furhat and/or Misty Robot remotely.

14. Confidentiality

14.1 Each party undertakes to keep all information (written or oral) of a confidential nature regarding the business and affairs of the other (including the contents of the Purchase Agreement), obtained or received as a result of the discussions, as confidential during the terms of this Purchase Agreement and during a period of three (3) years thereafter.  Except such information that:  a) already was in the party’s possession other than as a result of a breach of this clause 14;  b) is in the public domain other than as a result of a breach of this clause 14; or  c) is required by a court of law or any other competent authority.

14.2 Each party shall take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause 14 by its (if applicable) employees, agents and subcontractors.​

15. Notice

15.1 Termination and other written notices regarding the Purchase Agreement shall be sent to the other Party via email, registered letter or courier. A Party is considered to have a message at hand in the following:  a) If sent via email: at receipt, if confirmed by the recipient; b) If sent via registered letter: three (3) working days after mailing; or c) If sent via courier: at receipt.

16. Waiver

16.1 The failure of either Party to enforce its rights in accordance with this Purchase Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Purchase Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

17. Miscellaneous

17.1 Assignment. Neither Party may sell, assign or transfer any of its obligations and/or rights under this Purchase Agreement without the prior written consent of the other Party.

17.2 Entire Agreement. This Purchase Agreement supersedes all prior agreements and understandings (whether written or oral) between the Parties with respect to the subject matter hereof.

17.3 Amendments. No addition to or modification of any provision of this Purchase Agreement shall be binding upon the parties unless made by a written instrument signed by both parties (if being a legal entity, by a duly authorised representative).

17.4 Severability. In the event that any provision in the Purchase Agreement is found invalid or unenforceable pursuant to judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of the Purchase Agreement shall remain valid and enforceable according to its terms

17.5 Survival. The provisions of the Purchase Agreement that by their nature extend beyond the expiration date or other termination of the Purchase Agreement shall survive and remain in effect until all obligations are satisfied.

18. Law and Dispute Resolution

18.1 This Purchase Agreement shall be governed by the substantive law of Sweden, without regard to its principles and rules on conflict of laws. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Purchase Agreement or any transactions hereunder.

18.2 Any dispute, controversy or claim arising out of or in connection with this Purchase Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”)

18.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

18.4 The seat of arbitration shall be Stockholm.

18.5 The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.

18.6 The Parties undertake and agree to that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential, as set forth in clause 14. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.

18.7 In case this Purchase Agreement or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by the provisions of this clause 18.

19. Marketing and Co-branding

19.1 Furhat Robotics shall always be accredited as the 'Platform' and the software running on a Furhat robot is called ‘Furhat OS’. This is to ensure that there is a public understanding of the separation between what Furhat and the customer have developed.

19.2 In any press activity, events or promotional work, the customer can describe the skill they are building as they see fit. However, the customer cannot claim directly or indirectly to be the creators or designers of the Furhat robot or platform.

19.3 Customers are encouraged to create their own brands on the Furhat platform (names, characters, logos, websites etc.), including their own face and voice for the robot.

19.4 Any alterations, such as engraving or adding stickers with logos or marketing messages on the Furhat robot or any material created by Furhat Robotics are strictly prohibited.

19.5 Any public deployment of the Furhat robot must have the Furhat logo and “Brought to life by Furhat Robotics” clearly displayed on the booth, podium or signage. The only exception is if the addition of branding elements compromises the quality of the interaction and when that is combined with the customer not showing their own logo on such displays.

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