Terms and Conditions
These Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement between you (“you” or “Customer”) and Lucid Bots, Inc. (together with its affiliates, “Company”, “Lucid,” “we,” “our,” or “us”) governing your use of our website (the “Site”), mobile application, products, services, and the Lucid platform (collectively with the foregoing, the “Lucid Platform”) and purchase of any of our products and services, as further described in Section 1. You and the Company are referred to collectively in these Terms and Conditions as the "Parties" and each individually as a "Party”.
Any personal data you submit to the Lucid Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://lucidbots.com/privacy-policy. You acknowledge that by using the Lucid Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms and Conditions and together form and are hereinafter referred to as this “Agreement.”
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “AGREE,” ACCESSING THE LUCID PLATFORM, OR USING THE ROBOT, YOU (I) CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS AND CONDITIONS AND ITS REFERENCED EXHIBITS; (II) WARRANT THAT YOU ARE 18 YEARS OR OLDER, (III) AGREE THAT YOUR USE OF THE ROBOT WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE AGREEING ON BEHALF OF A THIRD PARTY, YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND THAT PARTY AND AGREE TO THIS AGREEMENT ON THEIR BEHALF AND IN SUCH EVENT, ANY REFERENCES TO “YOU” OR THE “CUSTOMER” WILL REFER AND APPLY TO SUCH THIRD PARTY. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS THE LUCID PLATFORM OR USE THE ROBOT.
THE ROBOT IS NOT A RECREATIONAL TOY. INAPPROPRIATE USE OF THE ROBOT COULD RESULT IN PERSONAL INJURY OR PROPERTY DAMAGES.
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND LUCID CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
1. THE LUCID PLATFORM
The Company engineers, builds, maintains, and supports Software applications and hardware manufacturing for robots with artificial intelligence capabilities (hereinafter referred to as the "Robot") that perform tasks for the exterior cleaning, concrete and construction industries.
2. ACCOUNT, PASSWORD, SECURITY, AND MOBILE PHONE USE
You must register with Lucid and create an account to use the Lucid Platform (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, email address, phone number and age. By using the Lucid Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Lucid for accessing the Robot. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Lucid has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Lucid immediately.
The person signing up for the Lucid Platform will be the contracting party (“Account Owner”) for the purposes of this Agreement, and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Lucid Platform; provided, however, that if you are signing up for the Lucid Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with this Agreement and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
By providing your mobile phone number and using the Lucid Platform, you hereby affirmatively consent to Lucid’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) perform and improve upon the Lucid Platform, (ii) facilitate the carrying out our Lucid Platform, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations. These calls and texts may include, among other things, push notifications and other reminders delivered through the Lucid Platform. Lucid will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Site or the App, texting “STOP” in response to any texts, or by emailing support@lucidbots.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing support@lucidbots.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
3. ACCESS TO THE LUCID PLATFORM
3.1 Lucid provides its Robot to customers pursuant to the Company’s eligibility requirements set by the Company at the time of purchase (each purchaser of a Robot, a “Customer”). Each Customer shall have access to and use of the Robot in accordance with the terms and conditions set forth in the applicable order form(s) ("Order Form"), this Agreement and Exhibit A hereto.
3.2 Customer acknowledges that the Robot requires use of the Company’s software application (the “Software”) for operation. Subject to Customer’s compliance with this Agreement, and payment of any applicable subscription fees as more fully described herein, the Company grants to Customer a non-exclusive, personal, non-transferable, limited license for it and its employees to access and use the Software solely to use the Robot for its internal business purposes during the Initial Term (as defined below) and any Renewal Terms. Each Customer acknowledges that if it does not renew this Agreement after the Initial Term or any Renewal Term, or pay the monthly Connectivity Subscription described in Section 3.3 of this Agreement, its license to use any updated Software will expire, and the Robot will stop receiving any additional Software updates, which could lead to operational delays and issues going forward. Lucid may suspend access to the Software or Services, or remotely disable the Robot, if Customer does not pay when due or otherwise breaches this Agreement or an applicable Order Form.
3.3 Connectivity Subscription. Customers shall also make monthly connectivity payments (the “Connectivity Subscription”) to Company beginning on the Start Date of the Initial Term and continuing for any Renewal Term. The Connectivity Subscription is due at the beginning of each month. The current pricing, as well as any upcoming updates to the pricing for the Connectivity Subscription will be listed on the Company’s Pricing Page under Protection and Data Plans. The price for the Connectivity Subscription listed on the Pricing Page as of the Start Date of the Initial Term shall be effective for the Initial Term and any updates to the pricing will be effective following the expiration of the Initial Term for any Renewal Term.
3.4 Lucid Suite Subscription. Customers will also have the option to purchase an additional protection plan that includes an extended warranty on all Robots for the duration of the Initial Term(the “Extended Warranty”), discounts on parts and accessories, personal protective equipment, and other promotional materials geared at protecting and maintaining your Robot (collectively, such benefits, “Lucid Suite” and such subscription, the “Lucid Suite Subscription”). Any existing Customers who purchased a Robot in the 180 days prior to the Effective Date of these Terms and Conditions are also eligible to subscribe to Lucid Suite. Existing Customers who purchased their Robot more than 180 days prior to the Effective Date of these Terms and Conditions are not eligible to subscribe to Lucid Suite. The latest information on what is included in the Lucid Suite Subscription is available here. As described in more detail on the Pricing Page, Customers will receive promotional pricing for purchasing a Lucid Suite Subscription within 30 days of the Start Date and paying for such subscription for the entirety of the Initial Term up front. In any event, Customers must purchase the Lucid Suite Subscription within 180 days of the Start Date. It will not be available for purchase thereafter. Any updates to the pricing for the Lucid Suite Subscription will be listed on the Company’s Pricing Page and will be effective following the expiration of the Initial Term for any Renewal Term for any new Robots purchased by Customer. For the avoidance of doubt, while Customers may pay for a Lucid Suite Subscription either in full at the beginning of the Initial Term, or in monthly installments throughout the entirety of the Initial Term, they are non-cancelable and no refunds are provided once subscribed to. In addition, Lucid Suite Subscriptions are non-renewable, and must be re-subscribed to at the price set forth on the Pricing Page for any Renewal Term for any new Robots purchased. Under no circumstances will the Lucid Suite Subscription continue past the Initial Term.
3.5 If Customer enters into a Renewal Term and purchases a new Robot pursuant thereto, Customer will receive a buyback or upgrade credit, as applicable, for its existing Robot upon receipt by the Company for the buyback or upgrade credit amount set forth on the order form.
3.6 Subscription Hardware and Robots.
(i) No sale. If an Order Form provides Robots on a subscription basis, Customer is purchasing access to the Robots and Services—not the Robots themselves. Title to the Robots remains with Lucid.
(ii) Suspension and disablement. If Customer does not pay when due (including amounts owed to a financing provider), Lucid may suspend Services and may remotely disable the Robot or Software until payment is made.
(iii) Return. When an Order Form ends, Customer must return the Robot following Lucid’s instructions. If Customer does not, Lucid may retrieve the Robot at Customer’s expense, as permitted by applicable law.
4. CUSTOMER’S RESTRICTIONS AND RESPONSIBILITIES
4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Robot or any software, documentation or data related to the Robot (“Documentation”); modify, translate, or create derivative works based on the Robot or any Documentation (except to the extent expressly permitted by Company or authorized within the Robot); use the Robot or the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Although Company has no obligation to monitor Customer’s use of the Robot, Company may do so and may prohibit any use of the Robot it believes may be (or alleged to be) in violation of the foregoing.
4.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Robot, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4.3 Should the Robot be involved in an accident, become unsafe, malfunction or require repair (each an “Accident”), Customer shall immediately (i) notify the Company; and (ii) cease using the Robot. If such Accident is the result of normal operation in accordance with the Company operation manual, the Company will repair or replace such Robot in accordance with Customer’s support plan. The Company has no obligations whatsoever for any Accident caused by Customer’s misuse or negligence, including without limitation, the costs for any repairs or replacements.
4.4 Customer represents and warrants that it will:
(i) Not use the Robot in any manner that is not permitted by this Agreement;
(ii) Comply with all municipal, state, and federal laws, rules, regulations, building and zoning codes, and licensing requirements which may apply to the use of the Robot;
(iii) Not use the Robot until it has completed all the Company training procedures;
(iv) Operate the Robot only in compliance with Company’s standard published policies then in effect and in accordance with the Documentation;
(v) Not market, promote, advertise or make any other public statements regarding the Company or its equipment without the prior written approval of the Company;
(vi) Not attach, affix or otherwise display its own or any third party’s branding or logos on the Equipment without the prior written approval of the Company;
(vii) Not sublease, license or sublicense to, or allow the use by any other parties of, the Robot, except with the prior written consent of the Company;
(viii) Maintain and carry insurance which includes commercial general liability insurance, in a sum no less than $1,000,000.00, and an aviation insurance policy on and for the Robot, in a sum no less than $1,000,000.00;
(ix) Not download and/or install third-party software on the Robot or any related Company product;
(x) Not deactivate, impair, or otherwise circumvent any technological measure implemented by the Company; and
(xi) Not post, publish, share, or transmit any content that:
(1) Infringes, misappropriates, or violates a third party’s intellectual property rights, moral rights, or rights of privacy;
(2) Violates, or encourages any conduct that would violate, any applicable law or regulation;
(3) Is fraudulent, erroneous, misleading, or deceptive.
4.5 Publicity. Unless the applicable Order Form states otherwise, Customer grants Lucid a limited, non-exclusive, non-transferable, royalty-free license during the Term to use Customer’s name, logo, and trademarks solely to identify Customer as a customer of Lucid in (i) Lucid’s customer lists, website, investor/partner presentations, and marketing materials, and (ii) internal business development materials.
4.6 Audit. Lucid may, upon reasonable notice and during normal business hours, verify Customer’s compliance with this Agreement, applicable Order Forms, and Lucid’s safety/operational requirements, including by (i) requesting reasonable records relating to Robot location, authorized operators, maintenance logs, and compliance with applicable law, and/or (ii) conducting a remote review of usage logs and telemetry generated by the Robot and Lucid Platform.
5. CONFIDENTIALITY; DATA, PROPRIETARY RIGHTS
5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Robot. Proprietary Information of the Customer includes non-public information provided by Customer to Company to enable the provision of the Robot (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in use or performance of the Robot or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
5.2 Customer hereby grants to the Company a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data as reasonably necessary or useful to perform and improve the Robot and/or related products of the Company. Customer represents and warrants that it has the right to provide such data to the Company in accordance with this Agreement. Additionally, Customer agrees that data derived by its use of the Robot may be used for the purposes of analysis, including statistical analysis, trending analysis, creation of data models, and creation of statistical rules. the Company may use the results of such analysis for any lawful purpose.
5.3 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Robot, Documentation and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
5.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Robot and related systems and technologies (including, without limitation, information concerning the operation and use of the Robot and Services, and data derived therefrom) (“Usage Data”). Usage Data may include location, positioning, and geofencing information generated by the Robot or Services, to the extent enabled and permitted by applicable law. As between the parties, Company owns all right, title, and interest in and to Usage Data. To the extent any rights in Usage Data vest in Customer by operation of law, Customer hereby assigns, and agrees to assign, such rights to Company. Where such assignment is not permitted by law, Customer grants Company a perpetual, irrevocable, worldwide, royalty-free license (with the right to sublicense) to use, reproduce, modify, analyze, commercialize, and otherwise exploit Usage Data to the maximum extent permitted by law. Company will be free (during and after the term hereof) to (i) use Usage Data to operate, support, secure, improve, enhance, diagnose, enforce, and correct the Robot, Services, and other Company offerings, and to develop, train, test, and improve analytics, benchmarking, artificial intelligence, and machine learning models, and (ii) disclose Usage Data solely in aggregate or other de-identified form in connection with its business. Without limiting the foregoing, during the term, Company may verify compliance with this Agreement and applicable Order Forms, monitor safety and security, and exercise its suspension, disablement, access restriction, and repossession rights as permitted by law. Customer acknowledges that its access to Usage Data is limited to reports, dashboards, or exports that Company elects to make available through the Lucid Platform, and that Company has no obligation to provide raw data, underlying datasets, or analytics tooling. Upon expiration or termination of the Agreement, Company may retain or delete Usage Data in its discretion, subject to applicable law. Any data export provided at Customer’s request may be subject to reasonable fees. No rights or licenses are granted except as expressly set forth herein.
5.5 If Customer elects to communicate input, comments, suggestions, or proposed modifications or improvements to the Robot (“Feedback”), then Customer hereby grants the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to utilize such Feedback in any manner that the Company deems appropriate with no obligations to make payments to Customer for such exploitation.
5.6 Except as expressly set forth in this Agreement, Company retains all right, title and interest in and to the Robot and all designs, graphics, firmware, Documentation, Software, and all underlying technology used to provide the Robot and any intellectual property rights thereunder.
6. PAYMENT OF FEES
6.1 Fees Due.
(i) Generally. Each Customer shall pay the fees listed in the applicable quote or Order Form, either to Lucid or, if applicable, to a third-party financing or payment provider, as stated in the Order Form. All fees are non-cancellable and non-refundable, except as expressly stated in this Agreement or the applicable Order Form.
(ii) Subscription (RaaS). For Robots and Services provided on a subscription basis under an Order Form, payment amounts and timing are governed by the applicable Order Form and, if applicable, the financing agreement between Customer and the Financing Partner. Unless otherwise stated in the Order Form, subscription fees are due in advance for each subscription period and may be prorated for the first period.
(iii) CapEx Purchases. For Robots purchased on a non-subscription (capital expenditure) basis, payment is due as set forth in the applicable invoice or quote. Lucid may require payment in full prior to shipment.
(iv) Renewal Terms. With respect to any Renewal Term, fees are due as set forth in the applicable Order Form. Lucid may change fees for a Renewal Term by providing at least sixty (60) days’ advance notice prior to the end of the then-current Term.
6.2 Customers are responsible for ensuring that sufficient funds are available in the designated account for each payment. If any payment is returned or fails due to insufficient funds and Customer fails to cure such default within 10 days, Company may suspend connectivity access to the Robot in its sole discretion. Customers will be liable to Company for any missed payments, including late fees, and any charges incurred due to the failed payment that are charged to Company. In addition, Customer will be responsible to Company for any additional charges related to installation, maintenance, or other services requested outside of the scope of this Agreement. If Customer’s payment obligation is owed to a third-party financing or payment provider, failure to pay that provider on time will be treated as a payment default under this Agreement, and Lucid may suspend Services or disable the Robot.
6.3 Customer shall be responsible for any taxes payable in connection with the Customer’s acquisition of the Robot (other than taxes based on Company’s income), and Customer hereby agrees to indemnify Company for any such taxes and related reasonable costs, interest and penalties paid or payable by Company ("Taxes”), other than those arising from Company’s failure to timely notify Customer of said Taxes. Fees reflected on an Order Form or invoice are exclusive of taxes unless expressly stated otherwise. Customer is responsible for applicable taxes, excluding taxes based on Company’s net income.
6.4 Payments may be processed through a third-party payment processing system or financing provider (“PSP”), as shown in the Lucid Platform or the applicable Order Form. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms and Conditions, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Company is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Company has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.
6.5 Fees under an Order Form reflect a single subscription price for access to the Robots and Services. In addition, Customer may be required to pay one-time fees, such as processing, onboarding, or setup fees, as specified in the applicable Order Form or Invoice. Any interest, financing charges, or similar amounts are charged solely by the applicable Financing Partner pursuant to a separate agreement between Customer and such Financing Partner.
7. TERM OF AGREEMENT
7.1 The term of this Agreement for each Customer shall begin on the date such Customer clicks “Agree” to this Agreement (the “Effective Date”) and shall continue until the two-year anniversary of the Start Date (the “Initial Term”). The “Start Date” shall be the date that the Customer’s access to the Robot is initiated by Company. Thereafter, the parties may renew the Agreement for additional two-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either Company or Customer may terminate this Agreement at any time, with or without cause, by providing written notice to the other party, provided in no event, except as described in Section 7.5 below, shall Customer be entitled to any refund of amounts paid prior to such termination in the event it terminates this Agreement and provided further that Customer shall remain obligated to pay any amounts owed to Company, including for all subscriptions subscribed to, during the applicable Term, until paid in full, and Lucid may, at its option, declare such remaining fees immediately due and payable on the effective date of termination. Customer acknowledges and agrees that its obligation to pay all fees, subscriptions, and charges due under this Agreement shall remain in full force and effect irrespective of whether the Agreement is terminated. The Customer shall not withhold, delay, or set off any payments due for any reason, including any alleged breach or dissatisfaction with the Robot provided by Company. If an Order Form relies on third-party financing, renewal of that Order Form depends on the financing provider’s approval for the renewal Term.
7.2 Company reserves the right to terminate the Agreement immediately if:
i) Customer breaches any terms of the Agreement.
ii) Payment is not made to Company within sixty (60) days of the due date.
iii) Company becomes aware that Customer is misusing the Robot.
7.3 Persistent non-payment by a Customer may lead to termination of the Agreement and the repossession of hardware, with costs associated with recovery passed to the Customer. If Customer has received parts under its Extended Warranty from Company and the Extended Warranty is terminated for non-payment or misuse, Customer must return all such hardware in good condition within ten (10) days. If hardware is not returned, Lucid may disable the Robot or Software until the issue is resolved. Outstanding payments through the end of the applicable Term are due immediately.
7.4 Outstanding debts may be referred to a collection agency, and the Customer may be responsible for all related collection costs.
7.5 Customers who purchase a Robot on a one-time, non-subscription basis pursuant to an applicable Order Form expressly providing for such purchase and who pay the full purchase price in cash will have thirty (30) days from the date they receive the Robot to cancel such purchase and return the Robot for a refund of amounts paid to Lucid for the Robot, excluding shipping and handling fees, provided the Robot is returned in accordance with Lucid’s return instructions and in substantially the same condition as delivered. Lucid may discontinue offering such non-subscription transactions at any time. This return right does not apply to Robots provided under a subscription model, which are non-refundable, nor to any amounts owed to third-party financing providers.
8. WARRANTY AND DISCLAIMER
The Company does not provide tax, legal, or accounting advice. Any information provided by the Company regarding potential tax deductions, including but not limited to Section 179, is for informational purposes only and should not be relied upon as professional tax advice. It is your sole responsibility to determine your eligibility for any tax deduction, credit, or benefit and to comply with all applicable tax laws and regulations. The Company is not responsible for any tax liabilities, filings, penalties, or obligations arising from your use of our products or services. We strongly recommend consulting with a qualified tax professional or accountant before making any financial or tax-related decisions.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Lucid Platform in a manner which minimizes errors and interruptions in the Lucid Platform and shall perform any additional services in a professional and workmanlike manner. The Lucid Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE LUCID PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LUCID PLATFORM.
LUCID MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE LUCID PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE LUCID PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE LUCID PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE LUCID PLATFORM, INCLUDING THE ROBOT, AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE EQUIPMENT AND ANY MAINTENANCE SERVICES ARE PROVIDED “AS IS,” EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING SUCH CLAIM OR CLAIMS, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. LINKS TO THIRD-PARTY WEBSITES
The Lucid Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Lucid or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Lucid does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Lucid is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Lucid has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Lucid Platform at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Lucid expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Lucid Platform. You hereby agree to hold Lucid harmless from any liability that may result from the use of links that may appear on the Lucid Platform.
11. INDEMNIFICATION
Customer agrees it shall indemnify, defend, and hold harmless the Company and its representatives against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, costs, or expenses of whatever kind, including reasonable attorneys’ fees, incurred by the indemnitee or its representatives, relating to any third party claim arising out of or relating to: (a) Customer’s or any third party’s (at Customer’s direction) improper use of the Robot, or (b) Customer’s fraud, gross negligence, willful misconduct. The Company may, at its own expense, elect to assume the exclusive defense and control of any third party claim otherwise subject to defense by Customer. Customer may not settle or compromise any claim subject to this section without the Company’s prior written consent in the Company’s sole discretion.
12. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
Lucid respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Lucid’s Copyright Agent at aashur@lucidbots.com or 6601-A Northpark Blvd, Charlotte, NC 28216:
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Lucid to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
13. DISPUTE RESOLUTION – ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND LUCID CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND LUCID TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at support@lucidbots.com and you and Lucid will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Lucid agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Lucid both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Lucid in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
Class Action Waiver. You and Lucid agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Lucid both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Lucid agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of North Carolina and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Lucid agree otherwise, the seat of the arbitration shall be in Mecklenburg County, North Carolina. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Lucid submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply North Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
14. GOVERNING LAW
Except as provided in Section 13 or expressly provided in writing otherwise, this Agreement and your use of the Lucid Platform will be governed by, and will be construed under, the laws of the State of North Carolina, without regard to choice of law principles. This choice of law provision is only intended to specify the use of North Carolina law to interpret this Agreement.
15. NO AGENCY; NO EMPLOYMENT
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
16. GENERAL PROVISIONS
Failure by Lucid to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Lucid with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 13, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Lucid, its successors and assigns. If there is a conflict between these Terms and an Order Form, theOrder Form controls for the business terms it covers, and these Terms control all other matters.
17. CHANGES TO THIS AGREEMENT AND THE LUCID PLATFORM
Lucid reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement, and review, improve, modify or discontinue, temporarily or permanently, the Robot or any content or information through the Robot at any time, effective with or without prior notice and without any liability to Lucid. Lucid will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Robot. Your continued use of the Robot following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Lucid may also impose limits on certain features or restrict your access to part or all of the Robot without notice or liability.
18. NO RIGHTS OF THIRD PARTIES
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
19. NOTICES AND CONSENT TO RECEIVE NOTICES ELECTRONICALLY
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on the Services. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
20. CONTACTING US
If you have any questions about these Terms and Conditions or about the Robot, please contact us by email at support@lucidbots.com, by calling 704.228.2085, or by mail at 6601-A Northpark Blvd, Charlotte, NC 28216.
Exhibit A
Lucid Bots, Inc. Terms of Sale
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I AGREE” ON THIS PAGE OR USING THE PRODUCTS (AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO THESE TERMS. IF CUSTOMER IS NOT ELIGIBLE OR DOES NOT AGREE TO ANY OF THE TERMS, THEN CUSTOMER MAY NOT USE THE PRODUCTS. CUSTOMER’S RECEIPT OF THE PRODUCTS REQUIRES ITS ACCEPTANCE OF THESE TERMS, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN.
1. APPLICATION
These Terms of Sale (“Terms”) apply to the purchase of any and all products detailed in an order form (collectively, the “Robot”) from Lucid Bots, Inc. (“the Company”) to a Customer (as defined in the Agreement). The issuance of payment from a Customer to the Company constitutes acceptance of these Terms.
2. PAYMENT
Payment may be made by wire transfer, ACH transfer, credit card, or through a third-party financing company. All payments must be made in U.S. Dollars (USD) unless otherwise agreed to. Company may elect to issue a 3% transaction fee associated with credit card payments. The Robot will not be shipped until payment is received in full.
3. SHIPPING AND DELIVERY
The Company agrees to ship the Robot to the address specified in the order form, or otherwise agreed upon by the Company and the Customer in writing.
Delivery dates are estimates. The Company is not liable for delays in delivery that are caused by extraordinary circumstances.
If your Robot has Lucid Suite, the Company will send pre-paid ground shipping labels for the Robot to perform any Extended Warranty services required. The Company will also ship to Customers with Lucid Suite any maintenance parts included in the Extended Warranty. If you require a loaner Robot, you will be responsible for round-trip ground shipping labels only for the loaner.
If your Robot does not have Lucid Suite, you will be responsible for all shipping costs.
4. INSPECTION AND ACCEPTANCE OF PRODUCT
Customer must inspect the Robot upon delivery and inform the Company of any damage within five days of delivery of Robot.
The Company will provide appropriate repair or replacement of damaged part(s), if damage is identified by Customer within the five day period after delivery.
The Company is not liable to repair damaged Robot if: a) Customer uses the Robot before informing the Company of damage; b) Customer does not inform the Company within five days of receiving Robot of damage; or c) the damage is a result of the Customer’s negligence, misuse, alteration, or other willful damage.
5. WARRANTY AND MAINTENANCE
The Company will honor a 12-month initial warranty (the “Initial Warranty”) from the date of delivery of the Robot to each Customer, (the “Initial Warranty Period”) and an Extended Warranty following the expiration of the Initial Warranty Period through the end of the Term for all Customers who are actively subscribed in Lucid Suite (collectively, the “Warranty Period”). The Initial Warranty covers defects in material or workmanship under normal use during the Initial Warranty Period. For all Lucid Suite Subscriptions only, the Company will also provide loaner Robot(s) to Customer as needed for the entirety of the Warranty Period. The Company, at its sole discretion, may choose to provide support or repairs for any Customer following the two-year anniversary of the Start Date.
The Company will repair or replace parts or components of the Robot that are defective due to poor material or workmanship under normal use, at no cost to the Customer during the Warranty Period if actively subscribed to Lucid Suite and during the Initial Warranty Period if not so subscribed. This warranty excludes replacement or repairing of parts related to batteries and chargers, or due to a) improper use; b) negligent operation; or c) other misuse of the Robot by Customer.
Robot parts that are covered under the Initial Warranty and the Extended Warranty include: servo valve, cleaning payload, flight controller, radio controller, motors, electronic speed controllers, propellers, landing gear, and air frame.
The Company does not guarantee that the exact replacement part will be available. If a part is no longer available, the Company in its sole discretion will provide the Customer with a similar part.
Following the termination of the Initial Warranty or the Extended Warranty, if applicable, the Company will repair parts or components at Customer’s sole expense; provided, however, Company may refuse to repair or Service any Robot following the expiration of the Warranty Period in its sole discretion.
