Terms of Service

Welcome to Artila Robotics, Inc. These Terms of Service (“Terms”) govern your access to and use of our comprehensive suite of offerings (collectively, the “Services”), which includes:

• Our Website, Web, and Mobile applications;
• Our Robots, related hardware, and Software Interfaces; and
• Any associated services, features, or functionality, including any trial, beta, or pilot offerings.

If you are a party to a Master Sale and Services Agreement (MSSA) with Artila, any capitalized terms defined in that MSSA will have the same meaning in these Terms.

The terms “we”, “us”, “our”, “Artila”, “Artila Robotics”  refer to Artila Robotics Inc., a Delaware corporation. The term “you” or “User” refers to the individual or entity accessing or using the Services.

These Terms are a binding legal agreement between you and Artila Robotics. By accessing our software, operating our Robot, visiting our website, or using any part of our Services, you agree to be bound by these Terms and our Privacy Policy available at https://origin.tech/privacy.

You must explicitly accept these Terms (for example, by checking a box or clicking an “I Agree” button) before you may use certain Services.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

If you are using the Services on behalf of a company or other legal entity (the “Customer”), you represent that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

In case of any conflict between these Terms and any Master Software & Services Agreement (MSSA) or Purchase Order executed with Artila Robotics, the MSSA and such Purchase Orders shall prevail.

1. Use of the Services

1. Permitted Use

You agree to use the Services, including any robotic Robot (“Robot”) and software (“Software”), only for lawful purposes and in accordance with these Terms, any documentation provided by Artila, applicable user manuals, safety guidelines, and all federal, state, and local laws and regulations. Use of hardware (Robot) is subject also to the Robot-specific terms in any applicable MSSA or Purchase Order.

2. License Grant

Subject to your compliance with these Terms and any applicable Purchase Order or Master Sale and Services Agreement (MSSA), we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software solely (i) as installed on and in conjunction with the specific Robot purchased under the MSSA or an applicable Purchase Order; (ii) for your internal operational purposes only;  and (iii) as provided through the specific Services you access. All rights not expressly granted are reserved by Artila Robotics. Except as expressly provided in a written Purchase Order, no ownership or other proprietary rights in the Software are transferred to you. The license is subject to the limitations and duration set forth in the applicable MSSA or Purchase Order.

3. Account Registration and Authorized Users

Where account access or credentialing is required, you must create and are responsible for safeguarding your account credentials. Only Authorized Users preapproved and trained by Artila (as defined in any applicable MSSA or Purchase Order) may access or operate the Robot or Software. You must safeguard credentials and notify Artila of unauthorized access. Use by any non-Authorized User is a material breach.

4. Suspension or Termination

We may suspend or terminate access to the Services as set forth herein for safety, legal, or network integrity reasons. Notwithstanding the foregoing, to the extent you are party to any MSSA or Purchase Order with Artila, the termination, suspension, and cure rights and remedies set forth in that MSSA and applicable Purchase Orders will govern and prevail. For users not party to an MSSA, we may suspend or terminate without prior notice where we reasonably believe your use (a) poses a safety risk, (b) violates law, (c) breaches these Terms, or (d) interferes with network integrity or other users’ use. Where Artila may suspend or terminate without prior notice under this Section, Artila will use reasonable efforts to notify affected parties promptly unless immediate action is required for safety or legal reasons.

5. Pilot/Beta or Evaluation Use

Certain Services or features may be provided as beta, pilot, or evaluation versions. Such features are offered “as-is” for testing only, may contain errors, and may be modified or discontinued at any time.

If you receive Robot or Software under an MSSA or Purchase Order as part of a Pilot, the Pilot terms in that MSSA (including Pilot Period, roll-over mechanics, feedback obligations, inspection rights, and return of Equipment) shall control.”

2. User Responsibilities and Safety

1. Safe Operation: 

You are solely responsible for the safe operation of all Robot. You must maintain a safe environment, ensure the operating area is clear of obstructions and personnel, and comply with all safety protocols and warning labels, documentation, and training materials.

Use of the Robot in high-risk or hazardous environments (e.g., nuclear facilities, aircraft systems, life-support, or critical infrastructure) is strictly prohibited unless expressly authorized by Artila Robotics in writing.

2. Training & Authorized Users

Only Authorized Users who have completed training provided or approved by Artila may operate the Robot or Software. You must ensure compliance with manuals, safety protocols, and any restrictions in the MSSA or Purchase Order. Training costs apply as specified therein.

3. Compliance with Law

You must understand and comply with all applicable laws, including privacy, recording, data protection, and worksite safety requirements.

4. Assumption of Risk

You acknowledge that the operation of Robots involves inherent risks. By using the Robot, you voluntarily assume such risks and agree that Artila Robotics is not responsible for injury or damage resulting from improper operation, misuse, or environmental conditions.

5. High-Risk Use

Use of the Robot in High Risk Activities (as defined in any applicable MSSA) is strictly prohibited unless Artila provides express written authorization.

3. Restrictions on Use

You agree not to:

1. misuse, damage, or interfere with the Services or related networks;
2. reverse engineer, disassemble, or attempt to derive source code;
3. modify, alter, or create derivative works without written authorization;
4. bypass or disable any security or access controls;
5. transmit any unlawful, harmful, or infringing material;
6. use the Services for surveillance, data scraping, or competitive analysis;
7. export or use the Services in violation of applicable export control or sanctions laws; or
8. use the Services beyond the scope permitted in these Terms.
9. send bulk or ‘junk’ emails, chain letters, or any unsolicited promotions via the Services.
10. crawl, scrape, spider, or use automated means to access or extract data from the Services without our prior written consent.
11. share your credentials or allow others to access your account; you are responsible for all activity under your account.
12. upload or transmit viruses, worms, Trojan horses, corrupted files, or any code intended to harm or interfere with the Services.
13. use our marks or materials in any way that suggests sponsorship or affiliation without written permission.
14. rent, sell, lease, sublicense, transfer, assign, or otherwise dispose of Robot or Software except as expressly permitted in a written Purchase Order or the MSSA
15. merge, integrate, or use the Robot with third-party hardware or software except as expressly authorized by Artila in writing
16. use the Services for competitive analysis, development of a competing product, or prohibited scraping/surveillance as defined in any Purchase Order or MSSA.

4. Data, Privacy, and AI Outputs

1. Customer Data

As between you and us, the Customer retains ownership of all data, content, and information submitted or collected from worksites through use of the Services (“Customer Data”). You grant us a worldwide, royalty-free, non-exclusive license to Process Customer Data solely to operate, maintain, provide, and improve the Services and as expressly permitted by any MSSA or Purchase Order. Artila may use aggregated or de-identified Customer Data for its internal business purposes (including product improvement and analytics) provided such data is not reasonably re-identifiable.

2. Service-Generated Data

We may collect data relating to Service performance, telemetry, diagnostics, and usage. We may use this data, in aggregated or de-identified form, to enhance our AI models, improve products, and support analytics.

3. Video and Audio Capture Notice

The Robot may record or capture images, video, or audio of its environment during operation. You are responsible for ensuring that all individuals present at worksites are appropriately notified and, where required, have consented to such recording under applicable law, as set forth in any applicable MSSA or Purchase Order.

4. Cross-Border Processing

Data may be stored or processed in the United States or other jurisdictions where Artila or its service providers operate. By using the Services you consent to such transfers, subject to any data transfer protections described in an applicable MSSA.

5. Security Measures

We implement commercially reasonable safeguards to protect data but do not guarantee absolute security. You are responsible for maintaining backups of your Customer Data and securing your credentials. Specific security obligations and incident response procedures are described in any applicable MSSA or Purchase Order.

6. AI Outputs and Disclaimers

The Services may produce AI-generated analyses, insights, or metadata (“AI Outputs”). AI Outputs are probabilistic and provided “as-is.” We make no warranty as to their accuracy, completeness, or suitability for any purpose. You must independently verify all AI Outputs before relying on them for operational or safety decisions.

5. Intellectual Property

All rights, title, and interest in the Services—including the Robot, Software, documentation, AI models, trademarks, and other intellectual property—remain exclusively with Artila Robotics Inc. and its licensors.

You receive no ownership rights except the limited license expressly granted here or in an applicable MSSA or Purchase Order. You may not use Artila’s trademarks, logos, or trade dress without prior written consent.

Feedback: Any feedback, suggestions, or ideas you provide may be used by Artila without restriction and is not confidential.

Unsolicited ideas or materials you submit are deemed non-confidential. Artila has no obligations with respect to such submissions and may use them without restriction.

To the extent the Services include Open Source Software, such components are licensed under their applicable open source licenses and you will receive such rights as set forth in those licenses; if any such OSS license requires additional terms, those terms apply solely to the OSS.

If you believe your intellectual property rights are infringed, contact legal@origin.tech with details of the alleged infringement, your contact information, and a statement of good-faith belief. Please include sufficient detail for us to identify the work claimed to be infringed.

6. Updates, Availability, and Modifications

We may provide automatic updates or enhancements to the Services. We reserve the right to modify, suspend, or discontinue the Services or any part thereof at any time. Our liability for downtime, maintenance, or interruptions, and the specific terms governing modifications, are subject to the following:

• For Customers party to an MSSA or Purchase Order: The terms set forth in the MSSA and applicable Purchase Orders, including any service levels or remedies, will exclusively govern.
• For all other users: The Services are provided "as-is," and we are not liable for any downtime, maintenance periods, or technical interruptions.

7. Warranties and Disclaimers

Except as expressly provided in a separate Master Sale and Services Agreement (MSSA) between you (or your company) and Artila Robotics, the Services are provided “as-is” and “as available.” To the extent you are party to an MSSA, the express warranties in that MSSA (including Robot, Software, and Services warranties and exclusions) will govern and prevail.

We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not guarantee uninterrupted, secure, or error-free operation, or that defects will be corrected.

Information displayed in the Services (including system or product information) may be inaccurate, incomplete, or out of date. We make no representation regarding such information, and your reliance is at your own risk. We may correct or update information at any time without notice.

If a conflict arises between these Terms and an MSSA, the MSSA will prevail.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ARTILA NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

To the extent you are a party to an MSSA or Purchase Order, the liability limitations and caps set forth therein (including any per-order cap equal to the Total Contract Price or other agreed cap) shall govern and prevail.

Our total aggregate liability for any direct damages arising from or related to these Terms is limited as follows:

• For users who are party to a Master Sale and Services Agreement (MSSA) or Purchase Order: Our liability will be governed exclusively by the limitations and caps set forth in that MSSA and the applicable Purchase Order.
• For all other users: Our total aggregate liability shall not exceed one hundred U.S. dollars ($100).

Certain jurisdictions may not allow some of these exclusions or limitations; in such cases, our liability will be limited to the maximum extent permitted by applicable law.

9. Indemnification

A. Your Obligation to Indemnify Artila 

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Artila Robotics and its affiliates from any claims, damages, losses, or expenses (including attorneys’ fees) arising from:

• Your use or misuse of the Services;
• Your violation of these Terms or applicable law;
• Your collection or recording of third-party data or imagery in violation of law or without required consent; 
• Any infringement or privacy violation caused by your actions.

B. For Customers Party to an MSSA 

Notwithstanding the foregoing, if you are a party to a Master Sale and Services Agreement (MSSA) with Artila, the mutual indemnity provisions set forth in that MSSA—including both your obligations and Artila’s obligations—shall exclusively govern and prevail over the terms in Section 9.A. All related procedures, including notice and control of defense, will also be governed by the MSSA.

Indemnified Party shall promptly notify Indemnitor in writing of any Claim; Indemnitor shall have the right to assume defense and settlement, provided that Indemnitor may not settle any Claim that admits fault or requires injunctive relief without Indemnitee’s prior written consent (not to be unreasonably withheld). Indemnitee shall cooperate reasonably at Indemnitor’s expense.

10. Termination

For users subject to an MSSA or Purchase Order, the term, renewal, termination, cure periods, and effects of termination set forth therein will govern and prevail. For other users, we may suspend or terminate access for breach or policy reasons as described in these Terms. Upon termination, rights cease and survival applies.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules.

Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in New Castle County, Delaware, conducted in English under the JAMS Streamlined Arbitration Rules and Procedures.
Judgment on the award may be entered in any court of competent jurisdiction.

To the extent permitted by law, any claim arising out of or relating to these Terms must be filed within one (1) years after the claim accrued, or be permanently barred.

You and Artila waive any right to a jury trial or to participate in a class action. Nothing prevents Artila from seeking injunctive relief or protecting its intellectual property in court.

Nothing in this section limits Artila’s right to seek temporary, preliminary, or permanent injunctive relief (including to protect its intellectual property, confidential information, or data security) in any court of competent jurisdiction without posting a bond.

12. Export Control and Compliance

A. General Compliance Obligations 

You are responsible for complying with all applicable U.S. and international export control, sanctions, and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act. You represent and warrant that you are not located in, under the control of, or a national or resident of any U.S. embargoed country or a prohibited party under U.S. sanctions. The Services are controlled and operated from the United States, and you are responsible for compliance with all local laws.

B. For Customers Party to an MSSA 

Notwithstanding the general obligations above, your compliance will be governed by the specific and more detailed provisions set forth in your Master Sale and Services Agreement (MSSA). This includes, but is not limited to, making required certifications regarding your status as a non-prohibited party and your agreement not to transfer the Robot or Software to restricted destinations or for prohibited end-uses.

13. Force Majeure

Artila shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disasters, government actions, labor disputes, supply-chain failures, power outages, or network interruptions. Payment obligations are not excused.

14. General Terms

1. Entire Agreement: These Terms, together with our Privacy Policy and any applicable MSSA or written order, form the entire agreement regarding your use of the Services.
2. Modification: We may revise these Terms periodically. If a change materially affects your rights, we will notify you (e.g., via email or in-Service notice). Continued use after changes take effect constitutes acceptance.
3. Severability: If any provision is deemed invalid or unenforceable, the remaining provisions remain in full force and effect.
4. No Waiver: Failure to enforce any right or provision shall not constitute a waiver of such right.
5. Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
6. Notices: All legal notices must be sent to legal@origin.tech or to the following address:
   Artila Robotics Inc.
   16192 Coastal Highway, Lewes, Delaware 19958, USA
7. Contact: If you have any questions about these Terms or the Services, please contact us at legal@origin.tech.
8. Electronic Communications: You consent to receive communications from us electronically (email, in-app, or through the Services). Email notices are deemed received upon confirmation of delivery. Notices, agreements, and disclosures we provide electronically satisfy any legal requirement that such communications be in writing. Your click-through acceptance and electronic transactions constitute valid and binding agreements.
9. Third-Party Links: The Services may link to third-party websites or services. We are not responsible for their content, policies, or practices. Your use of third-party sites is governed by their terms and privacy policies.

Cumulative Remedies: All rights and remedies are cumulative and not exclusive.