Terms of Service
ROWLATT ROBOTICS – MASTER CLOUD SERVICES AGREEMENT
Effective Date: May 12, 2026This Master Cloud Services Agreement (the "Agreement") is entered into by Rowlatt Robotics ("Rowlatt Robotics", "we", "us", or "our") and the individual or business entity accessing our website or utilizing the Services ("Customer", "you", or "your").By accessing our website, reviewing our research, or utilizing any informational resources provided by Rowlatt Robotics, Customer agrees to be bound by the terms of this Agreement. Furthermore, if Customer later executes an Order Form, registers for an account, or accesses, utilizes, or integrates the Rowlatt Robotics unified cognitive architecture, predictive AI models, and associated application programming interfaces (collectively, the "Service"), such actions will also constitute explicit acceptance of these terms. If an individual is entering into this Agreement on behalf of a company or other legal entity, that individual represents and warrants they possess the requisite authority to bind such entity to these terms.1. DEFINITIONS
1.1 "Authorized User" means any employee, contractor, or agent of the Customer who is authorized by the Customer to access and use the Service via provisioned credentials.1.2 "Customer Data" means all digital data, information, inputs, parameters, and datasets submitted by the Customer or its Authorized Users into the Service, including but not limited to molecular structures, clinical datasets, and edge telemetry data.1.3 "Documentation" means the technical specifications, API guidelines, user manuals, and security protocols provided by Rowlatt Robotics relating to the deployment and operation of the Service.1.4 "Output" means the algorithmic predictions, data models, insights, source code, and control frameworks generated by the Service strictly in response to processing Customer Data.1.5 "Rowlatt IP" means the Service, the underlying cognitive architecture, predictive machine learning models, software, algorithms, APIs, Documentation, and all intellectual property rights therein.2. PROVISION OF THE SERVICE AND USAGE RIGHTS
2.1 License Grant. Subject to Customer’s strict compliance with this Agreement and the payment of all applicable subscription and usage fees, Rowlatt Robotics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and integrate the Service solely for Customer’s internal research, development, and operational business purposes.2.2 Acceptable Use and Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying source code, object code, or algorithmic structure of the Service;
(b) utilize the Service, or any Output derived from the Service, to develop, train, or optimize a competing artificial intelligence model or software product;
(c) input any Customer Data that infringes upon the intellectual property rights, privacy rights, or confidentiality obligations owed to any third party;
(d) deploy the Service for any high-risk military applications, the synthesis of biological weapons, or any unlawful purpose under Australian or international law.2.3 AI Safety & Ethical Deployment. Customer agrees to utilize the Service in alignment with the Australian Government's Guidance for AI Adoption (2025). Customer acknowledges that the Service incorporates agentic AI capabilities. Customer retains ultimate human-in-the-loop responsibility for all material decisions and physical actions taken based on Output generated by the Service.3. INTELLECTUAL PROPERTY AND DATA OWNERSHIP
3.1 Rowlatt IP. Rowlatt Robotics retains all right, title, and absolute interest in and to the Rowlatt IP. No ownership rights are transferred, conveyed, or implicitly licensed to the Customer under this Agreement. Any modifications, enhancements, improvements, or algorithmic generalized learning generated by the Service during its operation shall be the sole and exclusive property of Rowlatt Robotics.3.2 Customer Data. Customer retains all right, title, and interest in the Customer Data. Customer hereby grants Rowlatt Robotics a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit the Customer Data solely to the extent necessary to provide, secure, and monitor the Service provided to the Customer.3.3 Ownership of Output. As between the parties, Customer shall own all rights, title, and interest in the specific Output generated by the Service derived directly from Customer Data. Rowlatt Robotics makes no representation, warranty, or guarantee regarding the copyrightability, patentability, or intellectual property protection of any AI-generated Output under Australian law or the laws of any other jurisdiction.3.4 System Data & Machine Learning. Rowlatt Robotics may automatically collect and aggregate de-identified, anonymized telemetry, performance metrics, and usage data related to the operation of the Service ("System Data"). Rowlatt Robotics retains the irrevocable right to use System Data to optimize, train, secure, and improve its core cognitive architecture, provided such System Data cannot be reverse-engineered to identify the Customer, its Authorized Users, or any individual data subject.4. BIOPHARMA & HEALTH DATA COMPLIANCE
4.1 Disclaimer of Medical Advice. The Service acts exclusively as a predictive molecular and biological modeling tool based on probabilistic algorithms. The Service and its Outputs are provided strictly for research, development, and informational purposes. THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL DIAGNOSIS, OR PATIENT TREATMENT RECOMMENDATIONS. Outputs must be independently verified and validated by qualified scientists, clinicians, and regulatory experts prior to application in any in-vitro, in-vivo, or human clinical testing environments.4.2 Privacy and Sensitive Information. Customer represents and warrants that it has obtained all necessary, informed, and documented consents and authorizations under the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable global privacy legislation prior to submitting any personal information or health information into the Service. Customer shall not input any un-anonymized Patient Health Information (PHI) into the Service. Customer acknowledges that Rowlatt Robotics acts solely as a data processor, and Customer retains full legal liability as the data controller.5. EDGE ROBOTICS & CYBER-PHYSICAL DEPLOYMENT
5.1 Assumption of Cyber-Physical Risk. Customer acknowledges that deploying the Service as a control framework for edge robotics or autonomous vehicles involves inherent, high-consequence risks, including potential physical property damage, personal injury, or death. Customer assumes total, non-delegable responsibility for the physical integration, hardware redundancy, sensor accuracy, fail-safe mechanisms, and overall operational safety of any cyber-physical system utilizing the Service.5.2 Apportionment of Liability (Hardware vs. Software). Rowlatt Robotics provides software architectures. Rowlatt Robotics does not design, manufacture, or warrant physical hardware. In the event of a physical accident or failure involving a robotic system utilizing the Service, Rowlatt Robotics' liability is strictly limited to verifiable, replicable defects in the Service's code that constituted the proximate cause of the failure, subject to the financial limitations set forth in Section 7. Rowlatt Robotics expressly disclaims all liability for accidents caused by sensor degradation, hardware malfunction, environmental anomalies, or Customer's improper configuration or negligent integration of the Service.6. WARRANTIES AND DISCLAIMERS
6.1 Mutual Warranties. Each party represents and warrants that it possesses the legal power and authority to enter into this Agreement and fulfill its obligations hereunder.6.2 Service Warranty. Rowlatt Robotics warrants that the Service will perform materially in accordance with the provided Documentation under normal use and circumstances. If the Service fails to conform to this warranty, Rowlatt Robotics' sole and exclusive liability, and Customer's sole remedy, shall be the commercially reasonable correction of the non-conforming Service or, at Rowlatt Robotics' absolute discretion, a pro-rated refund of subscription fees paid for the non-conforming period.6.3 Disclaimer of Warranties ("As-Is"). EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.2, THE SERVICE, THE UNIFIED COGNITIVE ARCHITECTURE, AND ALL OUTPUTS ARE PROVIDED ON A STRICTLY "AS-IS" AND "AS-AVAILABLE" BASIS. ROWLATT ROBOTICS EXPRESSLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ROWLATT ROBOTICS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR THAT PREDICTIVE OUTPUTS WILL BE ACCURATE OR RELIABLE.7. LIMITATION OF LIABILITY AND ACL CONSUMER GUARANTEES
7.1 Australian Consumer Law (ACL) Applicability. If the Customer is deemed a "consumer" under the Competition and Consumer Act 2010 (Cth) (which captures B2B transactions under $100,000 AUD), certain statutory guarantees apply which cannot be legally excluded, restricted, or modified. To the maximum extent permitted by law, Rowlatt Robotics' liability for failure to comply with any such non-excludable consumer guarantee is strictly limited, at our sole option, to: (a) supplying the services again; or (b) the payment of the cost of having the services supplied again.7.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROWLATT ROBOTICS, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, DELAY OR FAILURE IN CLINICAL TRIALS, REJECTION OF REGULATORY APPROVALS, LOSS OF GOODWILL, OR DATA CORRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ROWLATT ROBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.7.3 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROWLATT ROBOTICS’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ROWLATT ROBOTICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.8. INDEMNIFICATION
8.1 Customer Indemnity. Customer shall defend, indemnify, and hold harmless Rowlatt Robotics, its officers, directors, employees, and agents from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable legal and solicitor fees) arising out of or related to: (a) Customer's breach of Sections 2.2 (Acceptable Use), 4.2 (Privacy), or 5.1 (Edge Robotics Risk); (b) any allegation that the Customer Data infringes the intellectual property rights, privacy rights, or confidentiality obligations of a third party; or (c) any physical injury, death, or property damage caused by Customer’s physical robotic hardware or autonomous systems.9. TERM, TERMINATION, AND DATA PORTABILITY
9.1 Term. This Agreement commences on the Effective Date and continues until all applicable Order Forms or subscription terms have expired or been formally terminated.9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches its obligations and fails to cure such material breach within thirty (30) days of receiving written notice of the breach.9.3 Effect of Termination and Data Return. Upon termination or expiration of this Agreement, all licenses granted to Customer shall immediately cease. Customer must immediately cease using the Service and destroy all local instances of Rowlatt IP. Customer shall have thirty (30) days from the date of termination to export their Customer Data. Following this portability window, Rowlatt Robotics will securely delete Customer Data in accordance with its data retention policy, except as required by applicable law. Sections 3, 4.1, 5, 6.3, 7, 8, and 10 shall survive termination.10. GENERAL PROVISIONS
10.1 Governing Law and Exclusive Jurisdiction. This Agreement shall be governed by and construed strictly in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Brisbane, Queensland, for the resolution of any dispute arising out of or related to this Agreement.10.2 Entire Agreement and Severability. This Agreement, including any explicitly incorporated Order Forms or addenda, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.11. CONTACT
For legal enquiries contact: [email protected]