Beta Tester Agreement
Last Updated: October 25, 2023
This Beta Tester Agreement (this “Agreement”) is entered into by and between Matic Robots, Inc. a Delaware corporation (“Matic Robots”), and the individual or legal entity, as applicable, identified during the account registration process (“Evaluator”). Each of Matic Robots and Evaluator may be referred to as a “Party”, and together as the “Parties”.
By clicking on the “I Accept” button, completing the registration process, or otherwise participating in a beta trial of the Matic (as defined in Section 1 below), Evaluator represents that Evaluator (1) has read, understands, and agrees to be bound by the Agreement, (2) is of legal age to form a binding contract with Matic Robots, and (3) has the authority to enter into the Agreement personally or, if applicable, on behalf of the legal entity identified during the account registration process, and to bind that legal entity to the Agreement. The term “Evaluator” refers to the individual or such legal entity, as applicable. If Evaluator does not agree to be bound by the Agreement, Evaluator may not participate in any beta trial of the Matic.
IN THE EVENT EVALUATOR’S BETA TRIAL OF THE MATIC IS COMPLETED OR TERMINATED (AS DESCRIBED BY SECTION 9 BELOW) AND HAS PURCHASED A COMMERCIALLY RELEASED VERSION OF A Matic Robots PRODUCT (A “RELEASED PRODUCT”), EVALUATOR’S ORDER, PURCHASE, AND USE OF SUCH RELEASED PRODUCT SHALL BE GOVERNED BY MATIC ROBOT’S TERMS OF SERVICE (“TERMS OF SERVICE”), RATHER THAN THIS AGREEMENT. Any conflict between this Agreement and the Terms of Service with respect to any order, purchase, or use of a Released Product shall be resolved in favor of the Terms of Service.
This Agreement is subject to change by Matic Robots in its sole discretion at any time. When changes are made, Matic Robots will make a copy of the updated Agreement available at the Matic Robots website and update the “Last Updated” date at the top of the Agreement. If any material changes are made to the Agreement, Matic Robots will provide notice of such material changes on its website and attempt to notify Evaluator by sending an email to the email address provided in Evaluator’s account registration. Any changes to this Agreement will be effective immediately for new beta testers of the Matic and will be effective for existing beta testers of the Matic upon the earlier of (i) thirty (30) days after the “Last Updated” date at the top of these Terms, or (ii) your consent to and acceptance of the updated Agreement if Matic Robots provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Matic Robots may require before further use of the Matic is permitted (the earlier of (i) and (ii), the “Effective Date”). If you do not agree to the updated Agreement, you must notify Matic Robots of your intent to cease beta testing the Matic and stop using the Matic upon the effective date of the updated Agreement. Otherwise, your continued use of the Matic after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Matic Robots website to view the then-current Agreement. You agree that your continued opportunity to use, test, and evaluate the Matic is adequate consideration for the changes in the updated Agreement.
MATIC. The terms and conditions of this Agreement apply to the pre-release beta version of the Matic robot, charging dock and related documentation (collectively, the “Matic”) that Matic Robots provides to Evaluator under this Agreement solely for evaluation purposes.
EVALUATION. During the Evaluation Period (as defined in Section 9 below) and subject to Evaluator’s compliance with the terms and conditions of this Agreement, Evaluator may use the Matic solely for purposes of testing and evaluation and for no other purpose, including without limitation any commercial purpose or research.
RESTRICTIONS. Evaluator shall not attempt to reverse engineer, deconstruct, or in any way determine the composition or internal operations of, or derive the source code for any software embedded in, the Matic. Evaluator shall not sell, transfer, disclose or otherwise provide access to the Matic, any method or process relating thereto, or any data or results derived from the evaluation to any person or entity without the express prior written consent of Matic Robots.
SUPPORT. Matic Robots will use commercially reasonable efforts to provide support services for the Matic in accordance with its then-current practices and procedures for beta testing. To report a bug, defect, or error with Evaluator may email Matic Robots at support@maticrobots.com. Notwithstanding the foregoing, Matic Robots shall have no obligation under this Agreement to correct any bugs, defects, or errors in the Matic or to otherwise support or maintain the Matic.
EVALUATION AND REPORTING. Evaluator is invited to assist Matic Robots in testing, evaluating, refining and improving the Matic. This includes using the Matic and sharing observations with Matic Robots when the Matic does not perform in accordance with the documentation. Matic Robots appreciates any comments, criticisms, suggested improvements and other feedback that Evaluator chooses to share, about the use, operation, functionality and features of the Matic, either in-person, telephonically, or online (collectively, “Feedback”). The Feedback might include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, user-desired features, and the results of any and all benchmark or similar testing conducted by Evaluator. In addition, Matic Robots requests Evaluator to report any unusual, unplanned, or out-of-the-ordinary Matic performance observed by Evaluator. Evaluator agrees that Matic Robots has the perpetual and irrevocable right (including the right to sublicense to any third parties) to use the Feedback at its sole discretion on an unlimited basis in any manner permitted by law, without payment to Evaluator of any kind, including without limitation incorporating all or some of the Feedback into the products of Matic Robots or any other party, and hereby assigns to Matic Robots all right, title, and interest in and to the Feedback.
DATA. Evaluator acknowledges that performance of the Matic relies on insights derived from data collected from Matic Robots’ customers and third-party data sources, including, without limitation, data provided by the Matic to Matic Robots, from which insights can be derived and used by Matic Robots to provide intelligence and analytics about the Matic’s performance, along with other data as described herein and in Matic Robots’ Privacy Policy. In order to operate provide its products and services, Matic Robots will collect the following data: (a) Matic logs and metadata, which may include cleaning schedule, cleaning preferences, app logs, and metrics across modules (for example, CPU or disk usage), (b) Slamgraph data, which are abstract, point-based mathematical representations of the blueprint of Evaluator’s home; and (c) other data described in the Matic Robot Privacy Policy (collectively, “Matic Data”). Evaluator understands and acknowledges that Matic Data will be processed according to this Agreement and the Privacy Policy; in the event of a conflict between the Privacy Policy and this Agreement, the terms of this Agreement will govern. Notwithstanding the foregoing, all data collected in connection with any Released Product will be governed solely by the terms of the Privacy Policy and the Terms of Service.
OWNERSHIP. The Matic and the Feedback, and all worldwide intellectual property rights and proprietary rights to the foregoing, are the exclusive property of Matic Robots and its suppliers. Matic Robots and its suppliers reserve all rights in and to the Matic not expressly granted to Evaluator in this Agreement, and no other rights or licenses are granted by implication, estoppel or otherwise.
OPEN-SOURCE SOFTWARE. The Matic may contain certain items of third-party software that are subject to “open source” or “free software” licenses (“Open Source Software”). The Open Source Software is not subject to the terms and conditions of Section 3 (Restrictions). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Evaluator’s rights under, or grants Evaluator rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.
TERM; TERMINATION. This Agreement is effective on the Effective Date and shall continue until the Matic is returned to Matic Robots in accordance with the instructions provided by Matic Robots (the “Evaluation Period”) unless sooner terminated by either Party. Matic Robots may elect to extend the Evaluation Period in its sole discretion upon written notice to Evaluator (email is acceptable). Either Party may terminate this Agreement, with or without cause, immediately upon written notice (email is acceptable) to the other Party. Upon the expiration or any termination of this Agreement, the rights granted to Evaluator will terminate and Evaluator will promptly return the Matic and all Confidential Information in its possession pursuant to the instructions provided by Matic Robots. Additionally, this Agreement shall automatically terminate in the event Evaluator returns the Matic and receives a purchased Released Product. In the event Evaluator (a) terminates this Agreement and returns the Matic to Matic Robots in accordance with this Section 9, and (b) has purchased a Released Product, Matic Robots will cancel Evaluator’s order of such Released Product and issue Evaluator a refund of any amounts paid for such Released Product in accordance with the Terms of Service. The provisions of Sections 3 (Restrictions), 4 (No Support), 7 (Ownership) 8 (Open-Source Software), 9 (Term; Termination), 10 (Confidentiality), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Release), 14 (Compliance With Laws), 15 (Assignment), 16 (Governing Law) and 17 (Miscellaneous) shall survive termination or expiration of this Agreement for any reason.
CONFIDENTIALITY. “Confidential Information” means (a) the Matic, all non-public information provided by Matic Robots about the Matic, and the Feedback; and (b) all other information provided by Matic Robots that is clearly marked or identified as confidential or disclosed under circumstances that would lead a reasonable person to believe such information is confidential. Evaluator shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than the evaluation of the Matic as contemplated by this Agreement. Evaluator agrees that it shall treat all Confidential Information with the same degree of care as it accords to its own confidential information, which in no event shall be less than reasonable care.
EVALUATOR AGREES TO READ AND COMPLY WITH ALL SAFETY WARNINGS AND INSTRUCTIONS THAT Matic Robots MAY PROVIDE IN CONNECTION WITH THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EVALUATOR AGREES TO STRICTLY COMPLY WITH ALL SAFETY INSTRUCTIONS ATTACHED HERETO AS EXHIBIT A.
DISCLAIMER. EVALUATOR ACKNOWLEDGES THAT THE PRODUCT IS IN A PROTOTYPE, BETA OR PRE-RELEASE STATE AND HAS NOT BEEN FULLY TESTED, DESIGNED AND READY FOR COMMERCIAL RELEASE/USE. THE MATIC PROVIDED BY MATIC ROBOTS TO EVALUATOR IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. MATIC ROBOTS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE MATIC, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. MATIC ROBOTS DOES NOT WARRANT THAT THE MATIC WILL OPERATE WITHOUT INTERRUPTION OR ERROR. EVALUATOR ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY ANY OF MATIC ROBOT’S LICENSORS OR SUPPLIERS. EVALUATOR AGREES TO READ AND COMPLY WITH ALL SAFETY WARNINGS AND INSTRUCTIONS THAT Matic Robots MAY PROVIDE IN CONNECTION WITH THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EVALUATOR AGREES TO STRICTLY COMPLY WITH ALL SAFETY INSTRUCTIONS ATTACHED HERETO AS EXHIBIT A.
LIMITATION OF LIABILITY. IN NO EVENT WILL MATIC ROBOTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO EVALUATOR’S USE OF THE MATIC OR THIS AGREEMENT, EVEN IF MATIC ROBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MATIC ROBOT’S AGGREGATE CUMULATIVE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE NUMBER OF CLAIMS, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $$100). MATIC ROBOTS ALSO DISCLAIMS ALL LIABILITY OF ANY KIND OF MATIC ROBOT’S SUPPLIERS AND LICENSORS.
RELEASE. Evaluator hereby irrevocably releases, holds harmless, and forever discharges Matic Robots and its officers, employees, agents, and suppliers from and against any and all claims, actions, causes of action, demands, rights, damages, costs and expenses, and liabilities (“Claims”) arising from or related to the Matic, including without limitation claims arising from any defects in the Matic or property damage or injuries caused by the Matic or the use thereof. If you are a California resident, you hereby waive California Civil Code Section 1542, which states “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing this release, which, if known by him or her, must have materially affected his or her settlement with the debtor.”
COMPLIANCE WITH LAWS; NO EXPORT. Evaluator shall comply with all laws, regulations, rules, ordinances, and orders applicable to its use of the Matic. Evaluator shall use the Matic solely at the location where Matic Robots delivers the Matic and shall not export the Matic or move or ship it to a different location without Matic Robots’ express prior written approval.
ASSIGNMENT. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment or transfer in violation of the foregoing will be void. Notwithstanding the foregoing, Matic Robots shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the Parties.
GOVERNING LAW. This Agreement will be governed by the laws of the State of California as applied to agreements made, entered into and performed solely in California by California residents. The state courts in Santa Clara County, California, and the federal courts in the Northern District of California, shall have exclusive jurisdiction over any disputes arising from or relating to this Agreement and each Party expressly consents to the jurisdiction of such courts with respect to all such disputes.
MISCELLANEOUS. Any notice under this Agreement will be in writing and deemed effective upon receipt when sent by confirmed email or when delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the Party specified in this Agreement or such other address as such Party may specify in writing. If any provision of the Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement may be amended only upon the mutual written consent of Matic Robots and Evaluator. No failure of either Party to enforce any of its rights under this Agreement will act as a waiver of those or any other rights. This Agreement constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral.
EXHIBIT A
SAFETY INSTRUCTIONS
Always prioritize safety when using Matic.
Robot
Supervise children and pets closely when the robot is operating to prevent them from tampering with or damaging the unit.
Always operate the robot indoors and in dry conditions.
Restrict the robot’s access to outdoors spaces to prevent it from wandering off too far away from your home.
Contact Matic Support if the robot or its dock is damaged, left outside, or gets wet.
Only use accessories, consumables, and cleaning solutions approved by Matic. Unauthorized items may harm the device.
Always ensure the robot's cameras are unobstructed.
Do not place drinks, items, pets or babies on top of the robot.
Do not lift the robot from the cleaning head.
Do not use the robot in areas with sharp exposed objects such as broken glass, blades, sharp tools, etc.
Do not use the robot in areas with high temperatures such as exposed and active fireplaces, bonfires, heating elements that go above 212 deg F, etc.
Ensure that the waste bin does not have any liquid spills or solid debris in it before operating the robot.
Do not place items or throw debris into the robot’s waste bin.
Ensure that the robot’s charging contacts are kept reasonably clean to avoid charging problems.
For unspecified issues, contact Matic support.
Dock
The robot's dock comes with a power supply cord that adheres to regional standards. Only use it with standard household AC power outlets. Avoid any alternative power cords.
Ensure the cord and plug are in good condition. Replace cords if they're damaged or worn out.
Do not attempt to dismantle, repair, or modify the dock.
Always disconnect the robot from the dock before any cleaning or maintenance activity.
Ensure the dock is placed at least 6 feet (1.8 meters) away from stairs to prevent accidental falls.
Place the dock in an area away from direct sources of heat, like heating vents.
If you reside in an area with frequent electrical storms, consider using additional surge protection for the dock to prevent potential damage.
Only use the dock designed and authorized for your Matic robot. Unauthorized docks might lead to battery malfunctions, overheating, or even fires.
Refrain from using any power converters with the dock.
Vacuuming