Terms of Service

1. Introduction and Acceptance

Welcome to AY Robots. These Terms of Service ("Terms," "Agreement") govern your access to and use of the AY Robots robot teleoperation platform, website located at www.ay-robots.com, and all related services, applications, and tools (collectively, the "Services").

These Terms are entered into between you ("User," "you," or "your") and AY Robots, operated by Philipp Schmid, Steinenberg 10, 88339 Bad Waldsee, Germany ("AY Robots," "we," "us," or "our").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms and policies referenced herein. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Account" means the user account you create to access our Services.
• "Client" means a User who engages Operators through our Platform for robot teleoperation services.
• "Content" means any data, text, files, information, usernames, images, graphics, recordings, or other materials uploaded, posted, or transmitted through the Services.
• "Intellectual Property" means patents, copyrights, trademarks, trade secrets, and any other proprietary rights.
• "Operator" means a User who provides robot teleoperation services through our Platform.
• "Platform" means the AY Robots software platform, including the website, applications, APIs, and related technology infrastructure.
• "Robot" means any robotic system connected to and operated through our Platform.
• "Session" means a period of active robot teleoperation conducted through our Platform.
• "Session Data" means all data generated during a Session, including but not limited to video recordings, sensor data, control inputs, and metadata.
• "Subscription" means a paid plan that grants access to certain features and services.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Not have been previously suspended or removed from our Services
• If acting on behalf of an organization, have the authority to bind that organization

3.2 Account Creation

To access certain features of our Services, you must create an Account. When creating an Account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your Account information to keep it accurate
• Maintain the security of your Account credentials
• Accept all risks of unauthorized access to your Account
• Immediately notify us of any unauthorized use of your Account

3.3 Account Security

You are solely responsible for all activity that occurs under your Account. You must keep your login credentials confidential and must not share them with any third party. We recommend using strong, unique passwords and enabling two-factor authentication where available.

We reserve the right to suspend or terminate your Account if we suspect unauthorized access or fraudulent activity.

4. Description of Services

4.1 Platform Overview

AY Robots provides a cloud-based platform that enables remote teleoperation of robotic systems. Our Services include:

• Real-time robot control interface for remote operation
• Session recording and data storage capabilities
• Operator-Client matching and scheduling services
• Data export and integration tools
• Quality assurance and monitoring features
• Communication tools between Operators and Clients

4.2 Service Availability

We strive to maintain high availability of our Services. However, we do not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when possible)
• Emergency maintenance or security updates
• Factors beyond our reasonable control (force majeure events)
• Network or infrastructure issues

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of significant changes that may affect your use of the Services.

4.4 Beta Features

We may offer certain features in beta or early access ("Beta Features"). Beta Features are provided "as is" without warranty of any kind. We may discontinue Beta Features at any time without liability. Your use of Beta Features is at your own risk.

5. User Obligations and Conduct

5.1 General Obligations

By using our Services, you agree to:

• Comply with all applicable laws, regulations, and these Terms
• Use the Services only for lawful purposes
• Respect the rights and safety of other Users
• Maintain accurate and up-to-date Account information
• Pay all fees associated with your use of the Services

5.2 Prohibited Conduct

You agree NOT to:

• Use the Services for any illegal, harmful, or fraudulent purpose
• Violate any applicable laws, regulations, or third-party rights
• Interfere with or disrupt the Services or related infrastructure
• Attempt to gain unauthorized access to any part of the Services
• Upload or transmit viruses, malware, or other malicious code
• Reverse engineer, decompile, or disassemble any part of the Services
• Use automated means to access the Services without our permission
• Collect or harvest User data without consent
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services to send spam, unsolicited messages, or advertisements
• Engage in any activity that could damage our reputation or goodwill
• Circumvent any access restrictions or security measures
• Use the Services to operate robots in a dangerous or negligent manner
• Share your Account credentials with unauthorized third parties

5.3 Operator-Specific Obligations

If you are an Operator, you additionally agree to:

• Perform teleoperation tasks with reasonable care, skill, and professionalism
• Follow all Client instructions and safety protocols provided
• Maintain an appropriate work environment free from distractions
• Use equipment that meets minimum technical requirements
• Keep all Session Data and Client information confidential
• Be available during scheduled sessions or provide reasonable notice for cancellations
• Report any safety concerns or technical issues promptly
• Comply with all applicable labor laws and tax obligations in your jurisdiction

5.4 Client-Specific Obligations

If you are a Client, you additionally agree to:

• Provide accurate and complete task descriptions and requirements
• Ensure robots are properly maintained, calibrated, and safe for operation
• Provide necessary safety training and documentation to Operators
• Comply with all applicable laws regarding robot operation in your jurisdiction
• Pay for Services in accordance with the agreed pricing and payment terms
• Maintain appropriate insurance coverage for robot operations
• Not request Operators to perform illegal, dangerous, or unethical tasks
• Provide timely feedback and support to Operators during sessions

6. Fees, Payment, and Billing

6.1 Pricing

Our current pricing is displayed on our website and may vary based on operator region, task complexity, and subscription tier. All prices are quoted in Euros (EUR) unless otherwise specified. Prices are subject to change with reasonable advance notice.

6.2 Payment Terms

• Payment is processed securely through Stripe, our third-party payment processor
• Billing occurs based on actual usage or subscription plan, as applicable
• Payment is due at the time of service or as specified in your subscription terms
• All prices are exclusive of applicable taxes (VAT, sales tax, etc.)
• You are responsible for all taxes associated with your use of the Services
• Failed payments may result in suspension of Services

6.3 Subscriptions and Renewals

Subscriptions automatically renew at the end of each billing period unless cancelled. You may cancel your subscription at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the current billing period.

6.4 Refunds

Refund requests are evaluated on a case-by-case basis. We may provide refunds for:

• Service failures directly attributable to our Platform
• Duplicate charges or billing errors
• Situations where we determine a refund is appropriate

We are not obligated to provide refunds for dissatisfaction with service quality, changes in your circumstances, or failure to use purchased services.

6.5 Disputes

Billing disputes must be submitted within 30 days of the charge. Please contact us at billing@ay-robots.com with details of the dispute.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Services, including all software, algorithms, designs, graphics, text, and other content ("AY Robots IP"), are owned by or licensed to AY Robots and are protected by copyright, trademark, patent, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our express written permission.

7.2 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal purposes. This license does not include the right to:

• Sublicense, sell, or transfer access to the Services
• Modify or create derivative works based on the Services
• Use the Services to develop competing products
• Remove any proprietary notices or labels

7.3 User Content

You retain ownership of any Content you upload to our Platform. By uploading Content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display that Content as necessary to provide the Services. This license terminates when you delete your Content or Account, except for Content shared with other Users or that we are required to retain by law.

7.4 Session Data Ownership

Session Data generated during teleoperation belongs to the Client, unless otherwise agreed in writing. AY Robots may use anonymized and aggregated Session Data to improve our Services, develop new features, and for research purposes.

7.5 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that Feedback into our Services without any obligation to you.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to another, including but not limited to business strategies, technical data, financial information, and proprietary software.

8.2 Obligations

Each party agrees to:

• Protect Confidential Information with at least the same degree of care used to protect their own confidential information
• Use Confidential Information only for purposes related to these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Return or destroy Confidential Information upon request or termination of this Agreement

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law (with prompt notice to the disclosing party)

9. Disclaimers and Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will meet your specific requirements
• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Services will be accurate or reliable
• Any errors in the Services will be corrected

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AY ROBOTS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Loss of goodwill or reputation
• Cost of procurement of substitute services
• Any other intangible losses

This limitation applies regardless of the legal theory (contract, tort, negligence, or otherwise) and even if we have been advised of the possibility of such damages.

9.3 Maximum Liability

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED EUROS (100 EUR).

9.4 Robot Operation Disclaimer

AY Robots provides a platform for remote robot operation but is not responsible for:

• The physical condition, maintenance, or safety of any robot
• Damage caused by robot malfunction or operator error
• Injuries or property damage resulting from robot operation
• Compliance with local robot operation regulations

Clients are responsible for ensuring robots are safe and properly maintained. Operators must follow all safety protocols and exercise reasonable care during operation.

9.5 Third-Party Services

Our Services may integrate with or link to third-party services. We are not responsible for the availability, accuracy, or content of third-party services, and your use of such services is at your own risk.

10. Indemnification

You agree to indemnify, defend, and hold harmless AY Robots and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys fees) arising from or related to:

• Your use of the Services or any activity under your Account
• Your violation of these Terms or any applicable law
• Your violation of any third-party rights
• Any Content you upload, post, or transmit through the Services
• Your negligent or wrongful conduct
• Damage caused by robots operated through your Account

11. Termination

11.1 Termination by You

You may terminate your Account at any time by:

• Using the account deletion feature in your settings
• Contacting us at support@ay-robots.com

Account termination does not relieve you of any obligations to pay fees incurred before termination.

11.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• Request by law enforcement or government agencies
• Unexpected technical or security issues
• Discontinuation of the Services

11.3 Effects of Termination

Upon termination:

• Your right to access and use the Services ceases immediately
• We may delete your Account and associated data (subject to legal retention requirements)
• Any licenses granted to you under these Terms terminate
• Provisions that by their nature should survive will continue in effect

11.4 Data Export

You may request an export of your data before termination. We will provide your data in a commonly used format within a reasonable timeframe.

12. Dispute Resolution

12.1 Governing Law

These Terms and any disputes arising from or related to them or your use of the Services shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles.

12.2 Jurisdiction

Any legal action or proceeding arising from these Terms or your use of the Services shall be brought exclusively in the courts of Stuttgart, Germany. You consent to the personal jurisdiction of such courts.

12.3 Informal Resolution

Before initiating any formal legal proceedings, you agree to first contact us at legal@ay-robots.com to attempt to resolve the dispute informally. We will work in good faith to resolve any issues within 30 days.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms due to circumstances beyond their reasonable control, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes)
• Acts of war, terrorism, or civil unrest
• Government actions or restrictions
• Epidemics or pandemics
• Power outages or telecommunications failures
• Cyberattacks or internet disruptions

14. Changes to Terms

We may modify these Terms at any time. When we make material changes:

• We will post the updated Terms on our website
• We will update the "Last updated" date
• We will notify you by email or through the Platform for significant changes
• We will provide at least 30 days notice before changes take effect

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and terminate your Account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and AY Robots regarding the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

15.5 Notices

Notices to you may be sent to the email address associated with your Account. Notices to us should be sent to legal@ay-robots.com or by mail to our registered address.

15.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Nothing in these Terms is intended to confer any rights or remedies on any person other than the parties.

15.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and AY Robots. Operators are independent contractors, not employees of AY Robots.

15.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

16. Contact Information

If you have any questions about these Terms, please contact us:

AY Robots
Philipp Schmid
Steinenberg 10
88339 Bad Waldsee, Germany

General inquiries: info@ay-robots.com
Legal inquiries: legal@ay-robots.com
Billing inquiries: billing@ay-robots.com
Phone: +49 176 23308091