Little Robot Friends
Non-Commercial Software License Version 1.0

IMPORTANT:  BEFORE DOWNLOADING, INSTALLING, OR USING THE COVERED SOFTWARE, PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE COVERED SOFTWARE.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE COVERED SOFTWARE.  IF YOU DOWNLOAD, INSTALL, OR USE THE COVERED SOFTWARE, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THE COVERED SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS.  

1. Definitions:  In this Agreement:

“Agreement” means this Little Robot Friends Non-Commercial Software License Version 1.0;

“Little Robot Friends” means the robot device created by Aesthetec Studio Inc. which is comprised of hardware and the Covered Software;

“Contributor” means each recipient of the Covered Software that creates or contributes to the creation of Modification(s);

“Covered Software” means the Original Software, and/or Modification(s), and/or the combination of the Original Software and Modification(s), in each case including portions thereof;

“Modification(s)" means any addition to or deletion from the substance or structure of either the Original Software or any previous Modification(s). When Covered Software is released as a series of files, a Modification is: (a) any addition to or deletion from the contents of a file containing Original Software or previous Modification(s); and/or (b) any new file that contains any part of the Original Software or previous Modification(s). 

“Non-Commercial Purposes” means use of the Covered Software for: (i) self-training on use of the Little Robot Friends and coding; (ii) modifying the functionality of the Little Robot Friends; and (iv) not-for-profit academic development or non-commercial open source projects and collaboration through the Little Robot Friends website forums and developer communities.  Under no circumstances shall “Non-Commercial Purposes” include any use in a business production mode or use in developing any software for use in a business production mode or for commercial licensing, distribution or other disposition or any other use or distribution intended for or directed towards commercial advantage or private monetary compensation;

“Original Software” means the Little Robot Friends software developed by Aesthetec Studio Inc. and embedded in the Little Robot Friends as such software may be updated or upgraded by Aesthetec Studio Inc from time to time, and which software includes the source and object code application programming interfaces, documentation, release notes, user guides, and sample application code; 

“You” or “Your” means both the individual or individuals obtaining the Covered Software.

2. Original Software License:  Subject to the terms and conditions of this Agreement, Aesthetec Studios grants You a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, personal license to use, copy and modify the Original Software solely for Non-Commercial Purposes.  You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode any part of the Original Software that is provided only in binary or bytecode form, except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary and provided that if applicable law permits any of the foregoing activities in respect to the Original Software, You may only attempt any such activities after You have requested the necessary information in writing from Aesthetec Studio and Aesthetec Studio has failed to make such information available to You within a reasonable period of time.

3. Contributor Licenses:  Subject to the terms and conditions of this Agreement, You grant to all recipients of any Covered Software, a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, personal license under all of Your intellectual property rights to use, copy and modify any Modification(s) created by You, solely for Non-Commercial Purposes.  You shall be entitled to the benefit of the licenses granted by all Contributors in respect to their Modification(s), each such license having the same scope as the license granted in the immediately preceding sentence.

4. Aesthetec Studio License to Modifications: You hereby grant Aesthetec Studio a non-exclusive, royalty-free, worldwide right and license to use, copy and modify any Modifications created by You for any use including use to create updates or upgrades to the Covered Software.

5. Provisions Applicable to all Covered Software:  All copies of the Covered Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Covered Software originally provided or made available to You.  This Agreement does not grant You any commercial rights in the Covered Software, if You want to exploit rights in the Covered Software for any purposes other than for Non-Commercial Purposes, You must obtain those rights (provided that Aesthetec Studio is willing to grant them) under a separate agreement with Aesthetec Studio.

6. Third-Party Material:  Binary, bytecode or source code versions of certain third-party software may be embedded in or delivered with the Covered Software (“Third-Party Software”).  If a separate license agreement pertaining to the Third-Party Software is delivered or included with the Covered Software, then such separate agreement shall apply to Your use of the Third-Party Software. For greater certainty, if any Third-Party Software is licensed pursuant to open source licenses that prohibit the imposition of any restrictions on usage beyond those contained in such open source licenses, the restrictions on usage contained in this Agreement shall not be applicable to such Third-Party Software.  No other rights in the Original Software, Covered Software or the Third-Party Software are granted to You.  If You use open source software in conjunction with the Original Software, You must ensure that Your use of such open source software does not: (i) create, or purport to create, obligations on Aesthetec Studio with respect to the Original Software; or (ii) grant, or purport to grant, to any third party any rights to or immunities under Aesthetec Studio’s intellectual property or proprietary rights in the Original Software. For example, You may not modify the Original Software or use the Original Software with any open source software that results in any program file(s) that contain code from both the Original Software and any open source software (including without limitation libraries), if the open source software is licensed under a license that requires any "modifications" (including Modification(s)) be made freely available. You also may not combine the Original Software with programs licensed under the GNU General Public License ("GPL") or the GNU Lesser General Public License (“LGPL”) in any manner that could cause, or could be interpreted or asserted to cause, the Original Software or any Modification(s) thereto to become subject to the terms of the GPL or the LGPL.

7. Re-Distribution of the Original Software:  You may re-distribute the Original Software subject to the restrictions set forth in this Section 7.  You may re-distribute the Original Software only under the terms of this Agreement. You must include a copy of this Agreement (and any Third-Party Software licenses included with the Original Software) with every copy of the Original Software You re-distribute. You may not offer or impose any terms on the Original Software that restrict or expand the terms of this Agreement or that restrict or expand the ability of a recipient of the Original Software to exercise the rights granted to that recipient under the terms of this Agreement. You may not sublicense the Original Software. You shall retain all notices in the Original Software that refer to this Agreement and/or its disclaimers of warranties and/or limitations of liability with every copy of the Original Software You re-distribute.  If You re-distribute the Original Software, You may not impose any effective technological measures on the Original Software that restrict the ability of a recipient of the Original Software from exercising the rights granted to that recipient under the terms of this Agreement.  Except as expressly permitted in this Section 7, You may not distribute, sub-license, lease, rent, grant a security interest in, assign, or otherwise transfer the Original Software.  Each time You re-distribute the Original Software, Aesthetec Studio offers to the recipient a license to the Original Software on the same terms and conditions as the license granted to You under this Agreement.

8. Modification(s):  You may distribute Modification(s) that You create only under: (i) the terms of this Agreement; or (ii) a later version of this Agreement (an “Applicable License”). You must include a copy of the Applicable License with every copy of each Modification that You distribute.  You may only re-distribute another Contributor’s Modification(s) pursuant to the terms of the Applicable License selected by that Contributor.  You may not offer or impose any terms on any Modification(s) that restrict or expand the terms of the Applicable License or the ability of a recipient of a Modification to exercise the rights granted to that recipient under the terms of the Applicable License. You shall retain all notices in each Modification that You receive from another Contributor that refer to the Applicable License and to its disclaimers of warranties and/or limitations of liability with every copy of each such Modification that You re-distribute. You shall include notices in each Modification that You create that refer to the Applicable License and its disclaimers of warranties and limitations of liability with each copy of each such Modification that You distribute.  When You distribute a Modification, You may not impose any effective technological measures on any Modification(s) that restrict or expand the ability of a recipient of the Modification from exercising the rights granted to that recipient under the terms of the Applicable License.  Each time You distribute a Modification created by You, You will offer to the recipient a license to the Modification on the same terms and conditions as the license granted by You under this Agreement.  In addition, You hereby grant to Aesthetec Studio a royalty-free, worldwide, transferable, assignable, sub-licensable, irrevocable (notwithstanding any termination of this Agreement), perpetual (notwithstanding any termination of this Agreement) license under all of Your intellectual property rights to use, copy, modify and otherwise exploit for any and all purposes any Modification(s) that You may create, including, without limitation the right to incorporate such Modification(s) into the Original Software or other works and to sub-license such Modification(s) under any terms and under any license as Aesthetec Studio in its sole discretion may decide.  Upon request from Aesthetec Studio, You shall provide to Aesthetec Studio a copy of the source code of any Modification(s) created by You.  You shall document the source code of any Modification(s) that You create to identify and date any changes You made to the Original Software to create such Modification(s).  You shall include a prominent statement in the source code of any Modification(s) that You create which states that such Modification(s) are derived, directly or indirectly, from software provided by Aesthetec Studio; You shall also include the same statement in any executable version of such Modification(s) and in any related documentation in which You describe the origin or ownership of such Modification(s). You may not remove any previous copyright, patent, trademark, licensing, or other attribution notices placed in the Covered Software by Aesthetec Studio or any Contributors to that Covered Software.


9. DISCLAIMER OF WARRANTIES:  THE COVERED SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS, CONDITIONS, AND/OR WARRANTIES OF ANY KIND.  WITHOUT LIMITATION, AESTHETEC STUDIO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRIBUTORS, SUBCONTRACTORS, DISTRIBUTORS AND ALL CONTRIBUTORS DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.  EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU SHALL BEAR THE ENTIRE RISK FOR ANY USE OR ANY OTHER EXPLOITATION MADE BY YOU OF ANY RIGHTS IN THE COVERED SOFTWARE. 

10. LIMITATION OF LIABILITY:  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AESTHETEC STUDIO NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRIBUTORS, SUBCONTRACTORS, DISTRIBUTORS OR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO THE COVERED SOFTWARE, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY AESTHETEC STUDIO (IN RELATION TO THE COVERED SOFTWARE FOR ANY DIRECT, INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, REPLACEMENT COSTS, LOSS OF USE, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF AESTHETEC STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF AESTHETEC STUDIO (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRIBUTORS, SUBCONTRACTORS, DISTRIBUTORS AND/OR ANY CONTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO THE COVERED SOFTWARE, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY AESTHETEC STUDIO IN RELATION TO THE COVERED SOFTWARE, EXCEED FIFTEEN ($15.00) CANADIAN DOLLARS.

THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS AND LIMITATION OF LIABILITY, NEITHER AESTHETEC STUDIO NOR ANY OF ITS LICENSORS, SUPPLIERS OR CONTRIBUTORS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.

11. Term:  This Agreement shall continue for as long as You exercise any rights in respect to the Covered Software, however, it will terminate, without notice from Aesthetec Studio, if You fail to comply with any of its terms or conditions.  Upon termination of this Agreement, all of Your rights in respect to the Covered Software shall terminate and You shall destroy all copies of the Covered Software.  You may terminate this Agreement by destroying all copies of the Covered Software under Your control and notifying Aesthetec Studio of such destruction.  In addition to this Section, the Sections entitled Definitions, Disclaimer of Warranties, Limitation of Liability, Intellectual Property, Nature of the Obligations Between Parties, Severability, Waivers, Assignment, Governing Law, Arbitration and Entire Agreement shall continue in force even after any termination of this Agreement.  You acknowledge and agree that Aesthetec Studio reserves the right to release the Covered Software under different license terms or to stop distributing the Covered Software at any time; provided, however that any such election will not terminate this Agreement (or any other license that has been granted under the terms of this Agreement), and this Agreement will continue in full force and effect unless terminated as provided above.

12. Support:  Support from Aesthetec Studio is only available under a separate agreement and is not included as part of this Agreement.  You may participate in and seek advice or assistance through any developer communities for the Covered Software that may be hosted on the Little Robot Friends Website.

13. Intellectual Property:  “Little Robot Friends” and “Aesthetec Studio” are trademarks of Aesthetec Studio Inc.  All other company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries.  All right, title, and interest (including all intellectual property rights) in, to, and under the Original Software (including all copies thereof) and any Modification(s) created by Aesthetec Studio shall remain with Aesthetec Studio and its licensors.  Subject to any underlying rights in the Covered Software and the terms and conditions of this Agreement, all right, title and interest in and to any Modification(s) created by You shall be retained by You. 

14. Export Restrictions:  The Covered Software and related information are subject to export and import restrictions. By downloading, installing, or using the Covered Software, You are representing and warranting that You are not located in, under the control of, nor are a national or resident of any country to which the export of the Covered Software or related information would be prohibited by the laws and/or regulations of Canada or the United States. You are also representing and warranting that You are not an individual to whom the export of the Covered Software or related information would be prohibited by the laws and/or regulations of Canada or the United States. You shall comply with the export laws and regulations of Canada and the United States that are applicable to the Covered Software and related information and You shall comply with any local laws and/or regulations in Your jurisdiction that may impact Your right to export, import, or use the Covered Software or related information, and You represent and warrant that You have complied with any such applicable laws and/or regulations. The Covered Software shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Covered Software or related information.

15. Nature of the Obligations Between Parties:  Nothing contained in this Agreement shall make or deem either party or its representatives a partner, agent, franchisee, or legal representative of the other party or to create any fiduciary relationship for any purpose whatsoever.  Except as specifically provided otherwise in this Agreement, nothing in this Agreement shall confer on either party or any of its representatives any authority to act for, bind, or create or assume any obligation or responsibility on behalf of the other party.

16. Severability:  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

17. Waivers:  No failure to exercise, and no delay in exercising, any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or at equity.  The waiver of the time for performance of any act or condition hereunder does not constitute a waiver of the act or condition itself.  No waiver shall be effective unless in writing and signed by the party against whom the waiver is being asserted.

18. Assignment: You may not assign this Agreement, any interest in this Agreement or any rights under this Agreement without the prior written consent of Aesthetec Studio.  Aesthetec Studio may assign this Agreement at any time without notice. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

19. Governing Law:  This Agreement shall be governed by the laws of the province of Ontario, without regard to its conflict of law principles.  No choice of laws rules of any jurisdiction shall apply to this Agreement.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.  You waive any right You may have to a trial by jury in connection with any dispute between the parties arising from or relating to this Agreement.  The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes confirment que c’est leur volonté que la présente convention de même que tous les documents, y compris les avis, s’y rattachant, soient rédigés en Anglais seulement.

20. Arbitration: All disputes under this Agreement shall be arbitrated and finally settled under the provisions of the Arbitration Act of Ontario and the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Ottawa, Ontario, Canada. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the parties. The prevailing party shall be entitled to recover its costs and expenses from the arbitration, including reasonable attorney's fees. 

21. Entire Agreement:  This Agreement is the entire agreement between You and Aesthetec Studio in respect to the Covered Software and related subject matter, superseding any other agreement or discussions, oral or written, and may not be changed except by a written agreement signed by duly authorized representatives of each party. The terms and conditions of this Agreement shall prevail over any other communications between the parties in relation to the Covered Software and the Covered Software shall be deemed to be licensed pursuant to the terms and conditions of this Agreement.

June 3, 2014