Cognex StingRay Early Adopter Program

 

  1. Customer means the company/legal entity and individual name entered into the fillable fields of the signup page located here.
  2. StingRay Early Adopter (EA) Technology software and/or hardware to be provided to Customer:
    Product Hardware: Three (3) StingRay Developer Preview Edition Units, One (1) OtterBox uniVERSE Case for iPhone, One (1) StingRay for Otterbox uniVERSE
    Product Software: Three (3) month trial license to the Manatee Works Barcode Scanner SDK (https://manateeworks.com/barcode-sdk)
    Product Support: Platinum Support Package (https://manateeworks.com/support)
    Together comprising the “StingRay EA Technology”.
  3. Product Discounts on additional purchases of Product Hardware or Product Software:
    50% MSRP discount – StingRay Developer Preview Edition
    15% MSRP discount – StingRay for OtterBox uniVERSE
    10% MSRP discount – Manatee Works Barcode Scanner SDK
  4. Authorized Use (conditioned upon Cognex’s acceptance)
    All uses are for the sole purpose of determining the StingRay EA Technology compatibility, functionality and performance with respect to certain Customer products or applications for the Application name provided at sign-up.
  5. Terms and Conditions.
    By clicking “Submit” at the StingRay Early Adopter website, Customer hereby agrees that the use of the StingRay EA Technology is restricted to the Authorized Use stated in Section 4 above and is exclusively governed by the COGNEX TERMS AND CONDITIONS FOR STINGRAY EARLY ADOPTER TECHNOLOGY and this Cover Page (together with this Cover Page comprising the “Agreement”), which take precedence over any of Customer's additional or different terms to which notice of objection is hereby given. Shipment of the StingRay EA Technology by Cognex to the Customer shall be deemed acceptance of Customer’s request and complete formation of this Agreement, including the grant of the requested StingRay EA Technology, provided that Customer has accepted these terms without modification. The purchase of additional Product Hardware and Product Software under Section 3 above is subject to and exclusively governed by the Cognex Terms and Conditions of Sale for Standard Products and Services, available at http://www.cognex.com/terms-and-conditions/ which take precedence over customer’s additional or differing terms, to which notice of objection is hereby given. Acceptance of this Request is at Cognex’s sole discretion and subject to modification by Cognex regarding the Authorized Use. If shipment does not occur within 2 weeks from receipt of this Cover Page, the Request is deemed rejected by Cognex without further notice and Customer shall not be entitled to any monetary compensation or damages.

Cognex terms and conditions for StingRay Early Adopter Technology

  1. Request: Customer has requested that Cognex provide to it pre-release(s) of Cognex product software and/or hardware and/or documentation specified in Section 2 of the StingRay Early Adopter Technology Cover Page (hereinafter the “StingRay EA Technology”), which is currently under development, for the sole purpose and use set out in Section 4 of the Cover Page.
  2. StingRay EA Technology Usage: Cognex shall provide such StingRay EA Technology and/or licenses for the purpose set forth in Section 4 of the Cover Page (“Authorized Use”).
  3. Ownership. Title to the StingRay EA Technology hardware and its accompanying documentation shall pass to Customer upon shipment. Except as expressly licensed to Customer under Section 4 below, all rights, title and interests to and in the StingRay EA Technology Software and all extensions, enhancements and modifications thereof shall remain at all times with Cognex and any third party holding a valid interest in the Software. StingRay EA Technology software is provided to Customer solely under license and not by sale. Customer acquires no right to copy the StingRay EA Technology software, prepare derivative works or participate in development, manufacturing, marketing, or maintenance of the StingRay EA Technology.
  4. Limited Use and Software License. Cognex grants to Customer the right to use the StingRay EA Technology hardware and/or documentation identified herein and provided hereunder, and (B) a non-exclusive, non-transferable license, without right of sublicense, to use the object code only of any StingRay EA Technology software identified herein and provided hereunder, and in both cases solely for the Authorized Use (collectively the “StingRay EA Technology License”). Except as may be required by applicable third party license, Customer shall not reverse engineer, decompile, or disassemble any portion or version of the StingRay EA Technology hardware and software, nor attempt any of the foregoing, nor aid or abet others in doing so. No StingRay EA Technology software source code shall be provided to Customer by Cognex. Customer is expressly prohibited from using or distributing StingRay EA Technology (or any portion thereof) with any other software or copyrighted work in such a way that the StingRay EA Technology (or portion thereof) would be required by the license terms applicable to the other software or work to be (a) made available in source code form, (b) made available without charge or at minimal charge, (c) licensed for the creation of derivative works or (d) which would require Cognex or its licensors to grant any third party any rights or immunities under any intellectual property owned by or licensed to Cognex.
  5. StingRay EA Technology Product Risks. Customer acknowledges that the StingRay EA Technology is under development and/or quality testing and, as such, the StingRay EA Technology is (A) not commercially available from Cognex at this time, (B) may be only partially complete, and (C) StingRay EA Technology software may contain known and unknown bugs. Customer understands that the StingRay EA Technology may have errors and produce unexpected results. Customer agrees to backup data and take other appropriate measures to protect its or its customer’s programs and data. Except to the extent permitted herein, Customer agrees not to allow any third party to use the StingRay EA Technology and to indemnify and hold Cognex harmless from any damages or claims arising from use by any third party. Cognex makes no representations regarding use of the StingRay EA Technology or its performance. Use of the StingRay EA Technology shall be entirely at Customer's own risk. THE STINGRAY EA TECHNOLOGY AND ANY SUPPORT FROM COGNEX ARE PROVIDED "AS IS" AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. COGNEX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COGNEX BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE, EVEN IF COGNEX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY CUSTOMER OR FOR ANY THIRD PARTY CLAIM AGAINST CUSTOMER ARISING FROM USE OF THE STINGRAY EA TECHNOLOGY.
  6. Confidentiality. The StingRay EA Technology and information concerning the same provided to Customer are the confidential and proprietary property of Cognex, and shall be treated and protected as Customer treats its own confidential and proprietary information, however, in no event shall Customer use less than a reasonable standard of due care to maintain such confidentiality. Specifically, Customer agrees that the characteristics, performance, and potential shipment date of the StingRay EA Technology, Customer’s use of the StingRay EA Technology (including any and all StingRay EA Technology hardware, software, and documentation) and this Agreement are all confidential information and constitute trade secrets of Cognex ("Confidential Information"). Customer agrees to take all reasonable steps to ensure that its employees, officers, agents and customers guard against and prevent disclosure of Confidential Information and to act in accordance with the confidentiality provisions hereunder. Customer further agrees that information shall be made available to its employees, subcontractors, external consultants and/or customers only on a strict "need-to-know" basis and only to the extent permitted by the Authorized Use. Prior to any disclosure of Confidential Information, any employee, subcontractor, external consultant and/or customer receiving Confidential Information shall be bound by the terms hereunder or shall be bound by a non-disclosure agreement with terms at least as protective as the terms hereunder and Customer shall be responsible for such obligations of these employees, officers, agents and customers. Customer shall not disclose, provide, transfer, sublicense, export, or otherwise make available the StingRay EA Technology or any portion thereof to any third party whatsoever except as permitted by the Authorized Use. Customer shall not make copies of the StingRay EA Technology hardware, software, or documentation without the express prior written consent of Cognex. Confidential Information may include inventions that may be the subject of patent applications in the United States of America, or in other countries. Cognex disclosure of such Confidential Information to Customer shall not constitute a public disclosure or any authorization of use aside the Authorized Use of such inventions or Confidential Information.
  7. Customer Feedback. At Cognex’s request, Customer shall provide reasonable levels of written feedback concerning StingRay EA Technology performance, compatibility and suitability for Customer’s intended use, and the quality of any documentation provided. Customer agrees to report to Cognex any observed flaws, errors, bugs or other problems with the StingRay EA Technology. Customer agrees that the contents of all such oral and written reports to Cognex may be used by Cognex for all business purposes, without any further obligation to Customer. Under no circumstances shall Cognex be liable for any payment to Customer for any information that Customer provides.
  8. Term and Termination. This Agreement and the StingRay EA Technology License granted hereunder shall become effective as of the date of acceptance of Customer’s completed Cover Page by Cognex. Shipment of the StingRay EA Technology by Cognex to the Customer shall be deemed acceptance of Customer’s Agreement and granting of Customer’s StingRay EA Technology License without further signature by Cognex. The rights conferred to Customer hereunder terminate without notice from Cognex if Customer fails to comply with any material term of this Agreement. At any time, and without providing any reason or compensation, Cognex may terminate the StingRay EA Technology License and the rights granted hereunder. Continuing rights, obligations and disclaimers, in particular the ownership rights of Section 3, the disclaimers of Section 5 and the confidentiality obligations of Section 6 shall survive termination of the StingRay EA Technology License.
  9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., excluding its conflict of laws provisions.
  10. Sole Agreement. These Terms and Conditions and the associated Cognex StingRay EA Technology Cover Page comprise a single document, which is the complete statement of agreement between Customer and Cognex concerning the subject matter hereof. Any change or addition to this Agreement must be in writing and signed by both Customer and Cognex. No agency, partnership, joint venture, exclusive dealings or other such relationship is created by the terms hereunder. Cognex may enter into the same or similar agreements with others. The rights hereunder shall not be assignable without the prior written consent of Cognex.