These Terms & Conditions (“Agreement”) govern Customer’s access to and use of the Roboteon Robotics Fulfillment Platform and the Roboteon ERP/WMS Connector/Integration (“Service”). By accessing or using the Service, Customer agrees to be bound by this Agreement.

1. DEFINITIONS
   • “Customer” — the organization subscribing to the Service.
   • “Roboteon” — Roboteon Inc., the provider of the Service.
   • “Service” — the Roboteon ERP Connector/Integration, orchestration engine, and related cloud-based functionality.
   • “Customer Cloud Environment” — the private cloud servers owned or controlled by the Customer, in which the Roboteon platform instance is deployed.
   • “Data” — logs, metadata, anonymized operational data, and any Customer data processed by the Service.
2. SERVICE DESCRIPTION

   Roboteon provides a cloud-enabled connector and integration layer between ERP and the Roboteon orchestration platform. The Service includes:

   • API-based synchronization of warehouse tasks, work line pairs, and inventory operations
   • Task confirmation and orchestration
   • Logging, exception handling, and diagnostics
   • Optional simulation services using anonymized data

   The Service does not include:

   • Third party licenses or support
   • Custom development unless separately contracted
   • Hardware, robotics, or third-party infrastructure
3. DEPLOYMENT MODEL
   • The Roboteon platform is deployed in Customer-owned private cloud environments.
   • The Service is not shared and Customer instances are isolated.
   • Roboteon provides the connector as a managed SaaS integration layer but does not operate Customer’s private cloud.
4. BILLING & FEES
   • Billing is handled externally by Roboteon Inc.
   • All fees, payment terms, subscription durations, and pricing structures are defined in the applicable Order Form or Statement of Work
5. CUSTOMER DATA & PRIVACY

   Roboteon processes only the data necessary to provide the Service, including:

   • Logs
   • Metadata
   • Operational telemetry
   • Anonymized data used exclusively for simulation or diagnostic purposes

   Roboteon does not store or retain raw PII or PHI. If such data exists in Customer systems, it must be anonymized before transmission to Roboteon.

   The processing, retention, anonymization practices, and Customer rights are further detailed in the Roboteon Privacy Policy.

   Customer retains full ownership of all Customer Data.

6. DATA SECURITY

   Roboteon implements industry-standard administrative, technical, and physical safeguards, including:

   • Encrypted communication (TLS/HTTPS)
   • Secure credential management
   • Access controls and audit logging
   • Isolation of customer environments

   Customer is responsible for securing their own private cloud systems and ensuring access to the platform is limited to authorized personnel.

7. SUPPORT

   Roboteon provides support as follows (individual custom SLAs are agreed to with customers):

   • Email or ticket-based support
   • Standard response times:
   • Critical: 4 business hours
   • High: 8 business hours
   • Normal: 24 business hours
   • Support does not include custom enhancements, data migration, or third-party integrations unless separately contracted.

   Support details may be updated at any time and will remain publicly available.

8. SERVICE AVAILABILITY & MAINTENANCE

   Roboteon targets high availability for the integration layer.

   Maintenance windows may be scheduled with prior notice.

   Roboteon is not responsible for downtime or service degradation caused by:

   • Customer’s private cloud infrastructure
   • AWS, Azure or other Cloud services
   • Third-party APIs
   • Network or connectivity issues
9. CUSTOMER OBLIGATIONS

   Customer agrees to:

   1. Maintain valid Product licenses and comply with the Procured product license terms and conditions to which Roboteon Platform integrates to.
   2. Provide Roboteon with necessary access for setup and support.
   3. Ensure data shared with Roboteon is anonymized where required.
   4. Not misuse the Service or attempt reverse engineering.
10. WARRANTY DISCLAIMER

    To the maximum extent permitted by law:

    The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

    Roboteon makes no guarantee regarding Third party ERP or WMS system availability or performance.

11. LIMITATION OF LIABILITY

    To the maximum extent permitted by law:

    • Roboteon’s total liability is limited to the amount paid by Customer in the mutually agreed to period negotiated between Customer and Roboteon preceding the claim.
    • Roboteon is not liable for indirect, incidental, punitive, exemplary, or consequential damages, including lost profits, lost data, or business interruption.

    These limitations apply regardless of theory of liability.

12. TERM & TERMINATION
    • Either party may terminate with 30 days’ written notice.
    • Roboteon may suspend or terminate access for violation of this Agreement.
    • Upon termination:
    • Customer’s access to connectors will be revoked.
    • Roboteon will delete or anonymize Customer-related logs per retention policies.

    Fees paid are non-refundable unless otherwise stated in an Order Form.

13. INTELLECTUAL PROPERTY

    All intellectual property associated with the Service, the Roboteon Platform, the connector, and related documentation remains the exclusive property of Roboteon Inc.

    Customer receives a non-exclusive, non-transferable, limited license for the subscription period.

14. CONFIDENTIALITY

    Each party agrees to maintain the confidentiality of non-public information disclosed during the engagement and to use such information only for purposes of providing or receiving the Service.

15. GOVERNING LAW

    This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles.

    Any disputes will be resolved in the state or federal courts located in Santa Clara County, California.

16. CHANGES TO TERMS

    Roboteon may update these Terms from time to time. The updated version will be posted at the provided URL and becomes effective upon posting.

17. CONTACT

    Roboteon Inc., 101 Metro Dr, Suite 150, San Jose, CA 95110, United States

    Email: legal@roboteon.com

    Note: Roboteon is an independent software vendor and is not affiliated with or endorsed by any ERP or WMS vendor