This Data Licensing Agreement (the “Agreement”) governs the license of any dataset (a “Dataset”) acquired through the Roborecs marketplace (the “Platform”). It is entered into between the licensee identified at checkout (the “Licensee”, “you”) and [Roborecs entity name] (“Roborecs”), which contracts as reseller-of-record on behalf of the provider of the Dataset (the “Provider”), whose identity may be masked. By acquiring or accessing a Dataset, you accept this Agreement.
1Definitions
- "Dataset" means the specific data, recordings, annotations, and metadata identified in the listing you license.
- "Provider" means the party that supplies the Dataset and grants the underlying rights.
- "Licensee" (or buyer) means the entity that acquires the license at checkout.
- "License Tier" means the research, non-exclusive commercial, or exclusive scope shown on the listing.
2Reseller-of-record structure
Roborecs contracts with you as reseller-of-record on behalf of the Provider. The Provider is the source of the Dataset; Roborecs administers the license, the payment, and the delivery so that the Provider’s identity can remain masked. Roborecs grants you the license below to the extent the Provider has authorized, and the Provider’s representations in Section 6 flow through to you.
3License grant and tiers
Subject to payment and to this Agreement, you are granted a worldwide, non-transferable, non-sublicensable license to the Dataset for the tier shown on the listing:
- Research / evaluation: internal, non-commercial research and evaluation only; no deployment in, or commercialization through, a product or service.
- Non-exclusive commercial: use to train, validate, and improve models and to deploy and commercialize the resulting models; the Provider may license the same Dataset to others.
- Exclusive: as with the non-exclusive commercial tier, but the Provider grants no further license of the same Dataset for the exclusivity period and field of use stated on the listing.
The exact scope, term, and any field-of-use, seat, or volume limits are those shown on the listing at the time of purchase, which control if they conflict with this summary.
4Permitted use
You may use the Dataset to train, validate, test, and improve machine-learning models and, except under the research tier, to deploy and commercialize those models, in each case subject to the restrictions below and to the tier shown on the listing.
5Restrictions
You will not:
- (a) redistribute, resell, sublicense, publish, or otherwise make available the raw Dataset, in whole or in substantial part;
- (b) use the Dataset outside the licensed tier, field of use, or term;
- (c) attempt to re-identify, contact, or reconstruct the identity of any person depicted, or use the Dataset to build a tool whose purpose is to identify individuals, except where the law requires;
- (d) remove or alter any provenance, watermark, or attribution metadata;
- (e) use the Dataset in violation of any law or any third-party right; or
- (f) state or imply that the Provider or Roborecs endorses your product.
Model weights you derive in compliance with your tier are yours; the underlying Dataset remains licensed to you, not sold.
6Provider warranties flowed down to you
The Provider has represented to Roborecs, and through Roborecs to you, that it holds the rights necessary to license the Dataset, that the consents required from identifiable people (including faces, voices, homes or private spaces, bystanders, and, where present, children) were obtained, and that the Dataset does not infringe any third-party intellectual-property, privacy, biometric, or database right and was not unlawfully scraped or taken. These are the Provider’s representations. Roborecs passes them through to you and does not independently guarantee them (see Section 9).
7Your own consent and due-diligence responsibility
You remain independently responsible for your own use of the Dataset under the laws that apply to you, including data-protection, biometric, AI, and sector-specific law. You should conduct your own due diligence, keep records of your license and its scope, and put in place any consents, notices, assessments (such as a data-protection impact assessment), or safeguards that your use requires. This license does not relieve you of your own compliance obligations.
8Intellectual property
As between the parties, the Provider retains all ownership of the Dataset, and Roborecs retains all ownership of the Platform. You receive only the license expressly granted in this Agreement. No rights are granted by implication, estoppel, or otherwise.
9Disclaimers and limitation of liability
Except for the flowed-through Provider representations in Section 6, the Dataset is provided “as is”, and Roborecs disclaims all other warranties to the maximum extent permitted by law. To the extent permitted by law, Roborecs’ total liability under this Agreement is limited to the license fee you paid for the Dataset, and Roborecs is not liable for any indirect, incidental, special, or consequential damages. Claims arising from the Dataset’s content or provenance are, in the first instance, the Provider’s responsibility, and Roborecs will reasonably cooperate to route such claims to the Provider and to enforce the Provider’s indemnity under the Provider & Platform Terms of Service.
10Fees, delivery, and term
The fees, delivery method, and term are those shown on the listing. Unless stated otherwise, the license begins on delivery and continues for the term shown; it ends if you materially breach it and do not cure the breach within [30] days after notice. On termination for your breach, you must stop using and delete the Dataset, except for model weights already lawfully derived under your tier.
11Governing law and venue
This Agreement is governed by the laws of [Switzerland / to be confirmed], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of [Switzerland / to be confirmed].
12Contact
Questions about this Agreement: info@roborecs.com.