Robot-as-a-Service Terms of Use

These Robot-as-a-Service Terms of Use, as amended from time to time, together with any other terms, agreements, and policies referenced herein (which are incorporated by reference and form an integral part hereof) (these “Terms”), constitute a legally binding agreement between the Bellboy Robotics entity identified in the applicable order form (the “Company”) and the customer executing or otherwise accepting an order that references these Terms (respectively, the “Customer” and the “Order").

These Terms govern the Customer’s and its authorized employees' and consultants' (each, a “User”) use of the autonomous cleaning inspection robot developed and provided by the Company, along with any agreed-upon related professional and support services (collectively, the “Service”). The Service includes software components, inspection robot(s) (each, a “Robot”), and the Company’s Robot Management Platform (the “Platform”), designed to facilitate cleanliness standards inspections, as further detailed in the product description and service scope attached to the applicable Order (the “Service Specifications”).

1. Service: Rights to Use

   1. Right to Use. The Company hereby grants the Customer, a limited, non-exclusive, non-assignable, non-transferrable and non-sublicensable right to use the Service for the Purpose of its own cleaning operations (the “Purpose”), during the applicable Order term, in accordance with and subject to these Terms. The foregoing right is subject, among others, to the access and use restrictions set forth in Section 7 below, which restrictions, for the avoidance of doubt, are in addition to, and without derogating from, any other access and use restrictions set forth herein. The Customer hereby agrees that these Terms do not entitle the Customer to any right or title to the Service (including in the Robot, or any other part of the Service), other than the rights explicitly granted herein. The Customer may only use the Robots in the sites set forth in the Order, and may not move the Robots to any other location without the express prior written consent of the Company.

   2. Customer Users. Customer Users shall register and create accounts to access the Platform (each, an “Account”). Customer is responsible that each User shall provide the Company with accurate, complete, and updated registration information. Customer is solely responsible for the content and any activity that occurs in each Account and compliance by Customer Users with these Terms. Customer shall: (a) not allow anyone other than Customer Users to access and use the Accounts; (b) keep, and ensure that Customer Users keep all Account credentials and access measures secure at all times; (c) ensure that multiple individuals may not share the same login details; and (d) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account.  

   3. Modifications. Company may add other functionalities, modify or discontinue some of the functionalities of the Service in its own discretion and without further notice; provided that in case of a material change, the Company will notify Customer by posting an announcement through the Service or by email. Changes are not expected to have an adverse effect on the Customer's use of the Service, however, in case of a material adverse effect on the Customer's use, Company and Customer shall negotiate in good faith the ramifications of such a change. Company may offer alternative or additional features to certain Customers, which may not be offered or available to others.

   4. Service Level; Support. Customer is entitled to technical support and level of service in accordance with the Company’s Service Level Agreement available at https://bellboy.co

   5. /sla.pdf (the "SLA").  

   6. Pre-Released Services. The Company may offer, at its sole discretion, from time to time, certain services in alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual. The Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Pre-Released Services (i) Pre-Released Services are licensed hereunder on as “As-Is” “As Available” basis, with no warranties, express or implied, of any kind; (ii) The indemnity undertakings by the Company set forth in Section ‎12.1 herein shall not apply to any Pre-Released Services; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED EUR 50. Availability of any Pre-Released Services shall be subject to the Company’s sole discretion, and the Company makes no promises that any Pre-Released Services will be made available to the Customer and/or generally available.

2. Equipment 

   1. Ownership and Title. The Robot(s) and any other equipment provided by the Company (collectively, the “Equipment”) are and shall remain the exclusive property of the Company at all times. The Customer acknowledges that it has no ownership, security interest, lien, or other rights in or to the Equipment and shall not pledge, encumber, or otherwise attempt to assert any claim over the Equipment. If any third party attempts to assert a claim over the Equipment, the Customer shall immediately notify the Company and take all reasonable actions to protect the Company’s ownership interest.

   2. Operation and Use. The Customer shall use the Equipment solely in accordance with the applicable operation manuals, guidelines, and safety instructions provided by the Company (“Operating Guidelines”) and shall ensure that the Equipment is operated only by personnel who are properly trained. 

   3. Maintenance and Repair. The Company shall be responsible for the scheduled maintenance of the Equipment, which shall be conducted in accordance with the Company’s standard maintenance schedule. The Customer shall grant the Company reasonable access to its premises as necessary to perform scheduled maintenance. The Customer shall not modify, repair, disassemble, reverse engineer or tamper with the Equipment in any way not expressly authorized by the Company or set in the Operating Guidelines. Any unauthorized modification shall be deemed a material breach of these Terms. 

   4. Cleaning and Charging. The Customer is responsible for cleaning and charging the Equipment in accordance with the Operating Guidelines. Only Company-approved cleaning materials, tools, and charging equipment shall be used. 

   5. Damage, Loss, and Liability.  The Customer shall be responsible for any loss, theft, destruction, or damage to the Equipment while in its possession or control, except for normal wear and tear. The Customer shall not attempt to repair the Equipment without the prior written approval of the Company. If the Equipment is lost, stolen, or damaged beyond repair due to the Customer’s actions, omissions, or failure to comply with these Terms or the Operating Guidelines, the Customer shall be liable towards the Company for any damage to such incident including in connection with the replacement value of the Equipment. The Company shall not be liable for any damage, loss, or business interruption resulting from the Customer’s failure to properly use, maintain, or secure the Equipment in accordance with the terms herein. The Company shall also not be liable for any damage caused by external factors, including theft, vandalism, fire, flood, or acts of nature, unless directly resulting from the Company’s negligence.

   6. Guaranty for Equipment. If agreed under an applicable Order, the Customer shall provide a financial guaranty, deposit, letter of credit, or other form of guarantee (the “Guaranty”) to the Company to secure the return of the Equipment in good working condition. The form, amount, and conditions of the Guaranty shall be as specified in the applicable Order. The Company may require the Customer to increase or modify the Guaranty in the following circumstances: (a) if the scope of any applicable Order is expanded, including additional Equipment being deployed or an extension of the subscription term; (b) If the Guaranty has been applied by the Company due to non-return, damage, or loss of Equipment; or (c) If the Company reasonably determines that additional security is necessary due to changes in the Customer’s financial condition or risk exposure. 

   7. Handover and Return. Unless otherwise agreed in the Order, the Equipment will be delivered upon the subscription term start date determined in the Order, or as otherwise coordinated between the Parties in writing. Upon delivery of the Equipment, the Parties shall conduct an inspection, and a handover certificate shall be signed. Upon termination or expiration of an applicable Order, the Company shall collect the Equipment from the Customer’s facility. 

3. Consideration 

   1. Fees and Payment Terms. In consideration of the provision of the Service, Customer shall pay Company the fees set forth in the applicable Order (the “Fees”). Fees shall be payable in accordance with the respective payment terms specified under the applicable Order, and if no specific terms are specified, Company will charge Customer the applicable Fees in the beginning of the term of each Order and the respective invoices will become due within 30 days following the receipt of each invoice from the Company. All Fees are quoted in Euro, unless expressly stated otherwise in the Order. 

   2. Changes. The Company reserves the right to change the Fees at any time, upon notice to the Customer, provided that any increase shall only become effective upon the end of the then-applicable Order term.

   3. Payment Processors. Fees are payable through third-party payment processing providers, under such providers’ respective terms. Company disclaims any liability in connection with such services. Customer must keep the billing information provided to the Company current, complete, and accurate, and promptly notify Company of any changes in the Customer’s billing information. 

   4. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”). If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Parties shall make reasonable efforts to optimize any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay any Tax amount to be withheld and the Fees shall be grossed-up to include such amount.

   5. No Refund. All payment obligations are non-cancelable, and all amounts paid in connection with the service are non-refundable, except as otherwise explicitly set forth in these Terms. 

   6. Overdue Fees. Failure to pay Fees which are due and payable in accordance with the respective payment terms will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to the Company, overdue Fees will accrue interest at the rate of the lower of (i) one and a half percent (1.5%) per month, or (ii) the highest rate permitted by law, accrued monthly from the due date until the date of actual payment. Customer will reimburse Company for all reasonable expenses (including legal costs and attorney fees) incurred by Company while collecting the Customer’s overdue Fees.

   7. Payment through Reseller. If Customer purchased the Services from a reseller or distributor authorized by the Company (“Reseller”), then in case of any conflict between these Terms and the agreement entered between Customer and the respective Reseller, including any purchase order (“Reseller Agreement”), then, as between Customer and Company, these Terms shall prevail. Any rights not otherwise contained in these Terms and granted to Customer or a User under such Reseller Agreement, shall apply only in connection with the Reseller and Customer must seek redress or realization or enforcement of such rights solely with the Reseller and not with the Company. For clarity, Customer’s and Users’ access to the Service is subject to Company’s receipt from Reseller of the payment of the applicable fees paid by Customer to the Reseller. Customer hereby acknowledges that at any time, at Company’s discretion, the billing of fees may be assigned to Company, such that Customer shall pay the Company directly.  

4. Term and Termination 

   1. Term. These Terms shall become effective upon signing an Order between the Company and the Customer for purchase of the Service and shall remain in force for the period set forth in the relevant Order. Unless otherwise stated therein, each Order will automatically renew by default at the then applicable pricing, for a renewal period equal in time to the original Order term, unless terminated by either party by a written notice, at least 30 days prior to the expiration of the then applicable term.

   2. Termination for Breach. In case of a material breach of these Terms by any Party which is not remedied within 15 days from the receipt of a written notice from the other Party of such material breach, or in case that either Party becomes bankrupt or insolvent and such event had not been challenged within 30 days of filing, the other Party shall have the right to terminate these Terms and any corresponding Order by written notice with immediate effect. 

   3. Effect of Termination. Upon termination, all licenses and rights granted hereunder shall immediately expire and any and all use by the Customer or the Users of the Service shall immediately cease and expire. Customer shall immediately delete and shall not maintain any copy of any component of the Service installed on the Customer’s systems. Customer shall be responsible to coordinate and allow the collection of any Equipment within three (3) days from termination.

   4. Survival. All the provisions of these Terms which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following the termination thereof, for any reason whatsoever. The termination of these Terms shall not relieve either Party from any obligation arising or accruing prior to such termination or limit any liability that may exist. 

5. Customer’s Responsibilities; System Access Requirement

   1. Compliance.  Customer is responsible and liable for the Users’ compliance with these terms and all applicable laws and regulations. 

   2. Customer Infrastructure. Customer is solely responsible for obtaining, maintaining, and operating the User’s devices (including, without limitation, smartphones, tablets, and computers), along with any necessary equipment, hardware, software, security measures, and network connections required to access and use the Service. Customer must also implement adequate procedures and checkpoints to meet its data security, accuracy, and recovery needs. Customer acknowledges that the proper functioning of the Service requires continuous access to the Customer’s management system (the “Management System”) and a stable Wi-Fi connection. Without such access, the Service cannot be provided, and Customer is responsible for ensuring these systems remain operational to allow the operation of the Service. Specifically, Customer shall: (a) Maintain a secure and uninterrupted Management System connection and stable Wi-Fi access; (b) Ensure that all transmitted data (e.g., room occupancy status, cleaning logs, and scheduling information) is accurate and up to date; and (c) Provide timely access credentials, permissions, and technical assistance necessary for integration. The Company shall not be liable for any errors, inaccuracies, delays, or failures in the Service that result from: (i) incorrect, incomplete, or outdated data sourced from the Customer’s Management System or other connected systems, (ii) misinterpretations caused by inaccurate or unclear Customer instructions, (iii) any unavailability, downtime, or latency issues affecting the Management System or Wi-Fi network, or (iv) any unauthorized modifications or changes made by the Customer that impact data transmission or system functionality.

   3. Responsibility for Third Parties. Customer is solely responsible for obtaining, maintaining and coordinating with Customer’s contractors, vendors and other third party services providers as and if required to allow the Company to provide the Service in accordance with the terms herein. Company shall not be responsible for any delays in installation, onboarding, maintenance, or inspections resulting from third-party service providers (including Management System providers, internet service providers, or hardware suppliers) or the Customer’s failure to meet its obligations under these Terms.

6. Facility Access and On-Prem Services 

   1. General. Customer acknowledges that, in connection with the provision of the Service, the Company may require physical access to Customer’s facilities for various purposes, including but not limited to onboarding, installation, maintenance, inspections, and troubleshooting, as further described in this Section 6. In connection with such access, the following terms shall apply: (a) Compliance with Customer Policies: The Company shall comply with Customer’s reasonable written security, safety, and facility access policies when accessing Customer’s premises; (b) Customer Cooperation: The Customer shall provide reasonable cooperation, including but not limited to granting timely access to facilities, personnel, and relevant systems, as required to enable the Company to perform its obligations;  (c) Unless otherwise agreed in writing, all facility access shall take place during normal business hours and days. The Company shall ensure that such personnel adhere to reasonable confidentiality, security, and conduct requirements as specified by the Customer; and (d) No Responsibility for Delays: The Customer acknowledges that certain errors, maintenance tasks, and other service functions may require physical intervention. The Company shall not be responsible for delays in addressing issues caused by the Customer’s failure to grant timely access to its facilities.

   2. Onboarding Services. The Customer shall grant the Company and its authorized personnel reasonable access to its facilities as necessary to perform onboarding, installation, and setup services (the “Onboarding Services”). Access shall be coordinated in good faith between the Parties, and the Company shall notify Customer in advance of the required timing and scope of such access.

   3. Post-Onboarding Access for Issue Resolution. Following the completion of the Onboarding Services, the Company may require physical access to Customer’s facilities to diagnose and resolve errors, conduct maintenance, or address other service-related issues in accordance with the SLA. The Customer shall permit such access and cooperate as needed. The Customer acknowledges that certain errors may not be resolved without physical intervention, and the Company shall not be responsible for delays resulting from lack of access.

   4. Optional Inspection Activities. The Company may, but is not obligated to, conduct periodic physical inspections or supervision of the Robot at Customer’s facilities or to perform quality assurance or a collection of data for the purpose of development of Company’s system. For this purpose, the Customer shall reasonably allow the Company’s inspection personnel, to access the facilities as reasonably required.

   5. Changes to Customer Facilities. If the Customer makes physical modifications to its facility after the initial installation, Customer shall promptly notify the Company thereof in writing. Additional configuration or setup may be required, and the Company shall cooperate with the Customer in good faith to address such changes. Any required adjustments may incur additional installation fees, which will be charged in accordance with the Company’s then-current pricing. The Company shall notify the Customer of any such fees in advance.

7. Use Restrictions

   1. Restrictions. Customer, its Users, and any third party on the Customer’s behalf, may not, and may not permit or aid others to: (i) Copy, modify, adapt, translate, reverse engineer, decrypt, decompile, disassemble, alter, tamper with, or create derivative works based on the Service including any hardware, firmware, software components, or associated documentation; (ii) Use the Service or any part thereof to develop, manufacture, or improve a competing product or service, or conduct benchmarking or performance testing for any purpose other than internal evaluation of the Service; (iii) Attempt to gain unauthorized access to, or scrape, extract, or collect data from the Service, or any related systems, including by circumventing authentication, using automated scripts, or employing data-mining techniques; (iv) Knowingly introduce, transmit, or enable the distribution of any viruses, malware, worms, Trojan horses, time bombs, spyware, or other malicious or harmful code through the Service or any Customer network connected to it; (v) Interfere with, disable, disrupt, or impair the operation of the Service, or any network, system, or service connected to the Service, including through unauthorized physical access, electronic attacks, tampering, or removal of protective mechanisms; (vi) Sell, rent, lease, sublicense, assign, export, distribute, or otherwise transfer any portion of the Service (including hardware, software, or access credentials) to anyone, or use the Service in a time-sharing, outsourcing, or service bureau arrangement without prior written consent from the Company; (vii) Use the Service for any unlawful, fraudulent, or unauthorized purpose, including activities that violate applicable laws, regulations, or third-party rights (including intellectual property, data privacy, and export control laws); (viii) Use the Service in breach of these Terms or not in accordance with the Operating Guidelines; or (ix) Conduct penetration testing, vulnerability assessments, or other security evaluations on the Service without Company’s prior written consent.

   2. Suspension. Company may suspend Customer’s use of and access to the Service (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) Customer or any third party is using the Service in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; or (ii) Customer or any third party acting on Customer’s behalf is using the Service in breach of this Section 7. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms or under any applicable law.

8. Intellectual Property Rights

   1. Company Intellectual Property. All right, title and interest in the Service, including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks, any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof, including such developments and derivatives resulting from provision of Onboarding Services, any support services or any developments made due to Customer’s requests, are the sole property of the Company and its licensors, and these Terms do not convey to the Customer or the Users any interest in or to the Service, except for a limited right of use as set forth herein, terminable in accordance with these Terms.

   2. Customer Feeback. Customer shall notify the Company of any and all design or functional errors, anomalies, and problems associated with the Service discovered or brought to its attention by its Users, and may provide the Company suggestions, comments or any other feedback regarding the Service (the “Feedback”). The Company may freely use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer shall not provide the Company with any Feedback which infringes any third party’s right.

   3. Trademarks and Copyrights. All logos and other proprietary identifiers used by Company in connection with the Service and other Company products and services (“Company Trademarks”) are the trademarks and trade names of Company, whether registered or not. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Company Trademarks or to the Third-Party Marks is granted hereunder. Customer shall not use any of such marks, unless expressly permitted to do so. All goodwill related to such marks, shall vest with the Company. Customer shall not remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including any copyright mark © or trademark ® or ™ contained in or accompanying the Service. 

   4. Open-Source Components. The Service may use or include software, files and components that are subject to “open source” or “free software” licenses (“Open-Source Components”).  If there is a conflict between the licensing terms of such Open-Source Components and these Terms, the licensing terms of the Open-Source Components shall prevail only in connection with the related Open-Source Components.

   5. Intellectual Property Infringements. In the event that the Company believes that the Service, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Service; (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Fees paid for the unused portion of the Order term (or the respective part thereof).

   6. Rights to Use Performance and Aggregated Data. The Company may collect, monitor and use Anonymous Information (as defined below), including, without limitation, in order to provide, develop, maintain, improve, demonstrate and market the Service. “Anonymous Information” means information about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata, performance data and analytic information. Anonymous Information shall vest with Company.  

9. Warranties and Disclaimers

   1. Mutual Representations and Warranties. Each Party represents and warrants at all times throughout the Term that: (i) it is duly organized, validly existing and in good standing under all applicable laws, (ii) it has the full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents or may prevent said Party to fulfill its obligations under these Terms; and (iii) each Party is, and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to its provision or use, respectively, of the Service. 

   2. Service Warranty. Company represents and warrants that (a) the Service will be performed in accordance with the  Service Specifications in all material respects, and non-conformity will be addressed in accordance with the SLA; (b) it will use commercially reasonable efforts not to introduce any code, files, scripts, agents or programs intended to do harm, including, viruses, worms, time bombs, or Trojan horses, into Customer’s systems. 

   3. Disclaimer. EXCEPT AS EXPLICITLY SET FORTH HEREIN, NEITHER COMPANY NOR ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, USABILITY, SUITABILITY , ACCURACY, EFFECTIVENESS OR AVAILABILITY OF THE SERVICE AND/OR ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH THE CUSTOMER’S OR ANY USER’S USE OF THE SERVICE AND ANY PROFESSIONAL SERVICES.  COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICE. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COMPANY PROVIDES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES THAT THE SERVICE AND ANY PROFESSIONAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICE AND ANY PROFESSIONAL SERVICES WILL OTHERWISE MEET CUSTOMER’S NEEDS OR EXPECTATIONS. WITHOUT LIMITING THE FOREGOING, THE SERVICE DOES NOT REPLACE HUMAN SUPERVISION. THE CUSTOMER ACKNOWLEDGES THAT AI-BASED RESULTS MAY NOT BE ERROR-FREE, AND IT IS THE CUSTOMER’S RESPONSIBILITY TO VERIFY THE ACCURACY OF THE INSPECTIONS BEFORE RELYING ON THEM FOR OPERATIONAL DECISIONS. THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY INACCURACIES, MISIDENTIFICATIONS, OR FAILURES IN AI-BASED ASSESSMENTS.

   4. Sole Remedy for Warranty Breach. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S SOLE LIABILITY FOR BREACH OF THE LIMITED WARRANTY PROVIDED IN CLAUSE 9.2 ABOVE, SHALL BE THAT COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR THE SERVICE IN ACCORDANCE WITH THE COMPANY’S SUPPORT OBLIGATIONS AND CUSTOMER’S ELIGIBILITY FOR SERVICE CREDIT UNDER THE SLA.

10. Limitation of Liability

    1. EXCEPT FOR THE COMPANY’S WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WHATSOEVER WILL THE COMPANY (AND ITS RESPECTIVE LICENSORS, AFFILIATES, DISTRIBUTORS, RESELLERS AND/OR REPRESENTATIVES), WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO THE CUSTOMER OR ANY AFFILIATE OF THE CUSTOMER OR USER, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS.

    2. EXCEPT FOR COMPANY’S WILLFUL MISCONDUCT OR COMPANY’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, IN NO EVENT SHALL THE AGGREGATE TOTAL LIABILITY OF THE COMPANY UNDER THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO THE COMPANY, IN THE 12 MONTH PERIOD PRECEDING THE CAUSE OF THE CLAIM. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law. 

11. Indemnification

    1. By Company. Company hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that the Service within the scope of these Terms infringes any valid patent or copyright. Company shall have no obligations or liability hereunder in case (i) the Service is used in an unlawful manner or in violation of these Terms; (ii) features are provided at the request of the Customer; (iii) the Service is used in combination with other products, equipment, software, or data not provided by the Company; or (iv) the alleged infringement is resulting from processes developed by the Customer or from any Third-Party Service; or (v) the alleged infringement is based on content provided by Customer or its Users or use of the Service by the Customer. 

    2. By Customer. Without derogating from Company’s rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company against any damages awarded against Company by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that use of any data uploaded to the Service or any other content provided by Customer and/or the Users, or the use of the Service by the Customer and/or the Users infringes any right of a third party, including any intellectual property right.

    3. General. The defense and indemnification obligations of the indemnifying Party under this Section ‎12 are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s defense of, or response to, such claim.

12. Confidentiality

    1. Confidential Information. For purposes of these Terms, the term “Confidential Information” shall mean any and all non-public business, product, technology (including all underlying technology of the Service) and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party (or its representatives) in breach of these Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information. 

    2. Confidentiality Obligations. Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its affiliates, employees or advisors who have a need to know such Confidential Information for the purpose of fulfilling these Terms and provided that such affiliates, employees or advisors are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, uses reasonable efforts to limit such disclosure to the extent requested. The Receiving party’s obligations with respect to Confidential Information shall expire seven (7) years from the date of termination or expiration of the last Order term, unless under applicable law a longer period of protection applies. Any separate non-disclosure agreement executed between the parties prior to the date hereof is hereby terminated and replaced by the foregoing Confidentiality provision.

    3. Right to Disclose. Company reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Service as the Company reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to Customer’s support requests, and/or (v) protect the rights, property or safety of the Company, its users or the public.

13. Public Reference

The Company may make public statements, references or announcements with respect to the use of the Service by the Customer and in such context the Company shall be allowed to use Customer's name, trademarks and logos. At the request of the Company, the Customer shall reasonably cooperate with the Company in the preparation of a case study document on how the Service is being used by the Customer and how the Customer benefits from such use.

1. General

   1. 14.1.Company Entity. Where included in an Order, “Bellboy Inc.” means Bellboy Robotics Inc., a company     duly incorporated under the laws of Delaware, having its mailing address 1209 Orange Street City of Wilmington, County of New Castle Zip code 19801; and “Bellboy Ltd.” means Bellboy Robotics Ltd., company registered under the laws of the state of Israel, company registration number 517015848, having its registered address at 16 Wissotsky St 16 St., Tel Aviv-Yafo, Israel 6233808.  

   2. Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Service.

   3. Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.

   4. No Joint Venture. These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties. 

   5. Governing Law and Jurisdiction and Waiver of Jury Trial. If “Company” means Bellboy Inc., any claim relating to the Service and these Terms will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its conflict-of-laws principles, and any dispute arising out of or related to Customer’s use of the Service will be brought in, and the Customer hereby consents to exclusive jurisdiction and venue in the competent courts of the State of Delaware. If “Company” means Bellboy Ltd., any claim relating to the Service and these Terms will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles, and any dispute arising out of or related to Customer’s use of the Service will be brought in, and the Customer hereby consents to exclusive jurisdiction and venue in the competent courts of the Tel Aviv District, Israel. If applicable, to the fullest extent permitted by law, the parties waive the right to a jury trial with respect to any action arising under or relating to these Terms.

   6. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

   7. Enforceability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. 

   8. Assignment. Neither party may assign, sublicense or otherwise transfer any or all of its rights or obligations under these Terms of any Order without the other party’s prior express written consent which shall not be unreasonably denied. Notwithstanding, either Party may assign these Terms to its affiliate upon written notice to the other Party. In addition, Company may assign and transfer these Terms without consent of the Customer to its successor in interest in connection with a merger or in connection with any corporate restructuring or sale of all or substantially all of its assets or line of business. Assignment in breach of these Terms is void and null.

   9. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. 

   10. 14.10.Interpretation. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. 

   11. 14.11.Entire Agreement. These Terms, the Order and the SLA reflect the entire terms and conditions between Customer and Company relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between the Parties. 

   12. 14.12.Order of Precedence. Any Order entered into between the Parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and the Order, these Terms shall prevail unless the Order specifically states otherwise. In the event of any conflict or discrepancy by and among these Terms, their schedules and any other document referred to herein, such conflict or inconsistency shall be resolved by giving precedence in the following order, unless explicitly indicated otherwise in writing, by the Parties: (i) These Terms excluding their schedules; (ii) The other schedules of these Terms; (iii) Any other online document incorporated into these Terms.

   13. 14.13.Notices. All notices or reports permitted or required under these Terms shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt. Any notice regarding the enforcement of these Terms made to the Company shall be cc’d to: sandy@bellboy.co All notices sent to Customer shall be sent to the Customer’s address set forth in the corresponding Order, or to such other address as Customer may designate from time to time for such purpose.

   14. 14.14.Admissibility. Without limitation, both Parties agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

   15. 14.15.Amendments. The Company reserves the right to change these Terms at any time by posting a new version at: https://www.bellboy.co/Term_of_use.pdf  In the event of a material change, Company shall notify the Customer by posting a notice in the Platform or in the Company’s website, or by sending the Customer an email. Any such modifications shall become effective upon renewal of the applicable Order.

For any questions or queries about these Terms or the Service in general, please contact us at sandy@bellboy.co

Last update: February 15, 2026