Welcome to Resolver!

Last Updated: March 31st, 2025

These Terms and Conditions (“Terms”) govern your access to and use of Resolver, a cloud-based tool developed and operated by Realtime Robotics Inc. (“RTR,” “we,” “our,” or “us”). By signing up for or using Resolver, you (“Customer,” “user,” or “you”) agree to these Terms. If you do not agree to any part of these Terms, you may not access or use Resolver.

1. Definitions
1.1 “Resolver” refers to RTR’s software platform designed to optimize and generate highly efficient, collision-free robot path plans.
1.2 “Services” refers to the Resolver platform and any related support, updates, or associated offerings provided by RTR.

2. Account Registration and Use
2.1 Account Setup: To access Resolver, you, if using as an individual, or an authorized person (hereinafter “Administrator”), if using as a legally established organization (hereinafter “Organization”), must create an account, providing accurate and complete information. Administrators can access, edit and update the Organization account, including creation, editing and updating of any number of user accounts (hereinafter “User” or “Users”). Administrators and Users are responsible for maintaining the confidentiality of their login credentials. We are not liable for any acts or omissions by you in connection with your account. You must immediately notify us at support@rtr.ai if you know of or have any reason to suspect that your account or password have been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your account. You agree not to create any account if we have previously removed you, or we have previously banned you from any of our Services, unless we provide written consent otherwise.
2.2 Authorized Users: Administrators registering on behalf of an Organization must have the authority to bind that entity to these Terms. Only Administrators and Users may access and use Resolver under the account.
2.3 Responsibility for Use: You are solely responsible for all activities conducted under your account, including compliance with these Terms by any Administrator or Users.

3. Grant of License
3.1 License: Subject to your compliance with these Terms, RTR grants you a limited, non-exclusive, non-transferable, and revocable license to access and use Resolver solely for your internal business operations. You shall only use Resolver in accordance with these Terms.
3.2 Restrictions: You agree not to: Use, copy, modify, distribute, create derivative works of, sell, assign, sublicense, lease, loan, rent, timeshare, provide access to or transfer to a third-party Resolver, nor permit any third party to do any of the foregoing. Derive or attempt to derive the source code of all or any portion of Resolver provided to you in object code form or permit any third party to derive or attempt to derive such source code. Reverse-engineer, decompile, disassemble or translate any or all capabilities or functionalities of Resolver. Share access credentials with unauthorized third parties.
3.3 No Implied License: You acknowledge and agree that these Terms shall in no way be construed to provide to you, or any third party, any express or implied license to use, copy or otherwise exploit Resolver or any portion thereof (including any intellectual property embodied therein) except as expressly set forth in Section 3.1.

4. Usage-Based Fees and Payments
4.1 Pricing: Use of Resolver is subject to our pricing structure, which is subject to change and may include tiered packages as communicated to you separately, or during onboarding, or at any time thereafter. Changes will not apply to any currently ongoing projects underway at the time of the change announcement. You agree to pay us the applicable fees and taxes in U.S. Dollars.
4.2 Invoicing and Payment: You will be invoiced based on usage or project contract terms agreed upon during sign-up. Payments are due within the specified time frame on the invoice.
4.3 Late Payments: If payments are not made on time, RTR may suspend or terminate access to Resolver.
4.4 Changes to Fees: RTR reserves the right to change fees or introduce new fees or fee structures with reasonable notice.

5. Customer Data
5.1 Customer Data: You retain ownership of all data input into Resolver. By using Resolver, you grant RTR royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your data is stored with us) license to process, store, and use such data solely as needed to provide the Services.
5.2 Data Security: RTR implements AWS standard segmentation and other industry-standard security measures to protect Customer data. However, you are responsible for ensuring backups of your data. We commit to ensuring that your data is segregated from data of any other user of the platform.

6. Confidentiality
6.1 Confidential Information: “Confidential Information” means all confidential or proprietary information that is made available by one party to the other, including, without limitation, (a) information that you provide to us, including any content that you upload to Resolver or (b) information about a party’s business, finances, operations, customers, suppliers, employees, products, plans or technology, if (i) such information is in writing and marked as proprietary or confidential, or (ii) such information is disclosed orally or visually and identified as proprietary or confidential, at or prior to disclosure, or (iii) it would be apparent to a reasonable person, familiar with the industry in which the disclosing party operates, that such information is of a proprietary or confidential nature. Resolver shall be deemed to embody Confidential Information of RTR, whether or not so labeled.
6.2 Treatment of Confidential Information: Each party (the “Recipient”) shall hold all Confidential Information of the other party (the “Disclosing Party”) in confidence and shall protect such Confidential Information from unauthorized use, publication or dissemination with the same degree of care normally used to protect its own Confidential Information, but in no event less than a reasonable degree of care. The Recipient shall not disclose any Confidential Information of the Disclosing Party to any person outside of the Recipient’s organization (other than to Recipient’s counsel, accountants or financial advisors), and shall only disclose the Disclosing Party’s Confidential Information to persons within Recipient’s organization who have a need to know in the course of performing their duties, in each case, only to persons who are bound to protect the confidentiality of such Confidential Information. The Recipient shall use Confidential Information of the Disclosing Party only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of any other party.
6.3 Release from Restrictions: The obligations imposed on the Recipient as specified in Section 6.2 shall not apply with respect to any Confidential Information of the Disclosing Party to the extent that such: (i) is or becomes generally known to the public through no wrongful act on the part of the Recipient; (ii) is in the Recipient’s possession at the time of disclosure by the Disclosing Party otherwise than as a result of a breach of any legal obligation by the Recipient or any other party from whom the Recipient has obtained such information; (iii) becomes known to the Recipient through disclosure by sources other than the Disclosing Party having the legal right to possess and disclose such Confidential Information; (iv) is developed independently by the Recipient without use of or reference to any Confidential Information; or (v) is the subject of written permission to disclose provided by the Disclosing Party.
6.4 Required Disclosures. Notwithstanding the foregoing, the Recipient may disclose confidential Information of the Disclosing Party solely to the extent required by law, provided that the Recipient agrees to give the Disclosing Party prompt notice and make reasonable efforts to obtain a protective order. Compulsory disclosures made pursuant to this section shall not relieve the Recipient of its obligations of confidentiality and non-use with respect to non-compulsory disclosures.

7. Intellectual Property
7.1 Ownership: Except for the license granted hereunder, RTR, and its licensors, retain all right, title, and interest, including without limitation all worldwide patent, copyright, trademark, trade secret and any other rights in and to Resolver and related intellectual property, including any modifications or improvements which it introduces over time. You agree that you shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of RTR or its licensors in and to such intellectual property rights.
7.2 Feedback: We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of RTR, and RTR may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to RTR any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

8. Warranties and Disclaimers
8.1 No Warranties: Resolver is provided “as is.” To the maximum extent permitted by applicable law, RTR declaims all warranties, express, implied, or statutory, including, but not limited, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third-party intellectual property. No oral or written information or advice given by RTR (including its agents or employees) shall in any way create any warranty, either express or implied.
8.2 No Guarantee: RTR does not guarantee specific outcomes, including implemented results for cycle times, collision-free motion performance and interlocks, or optimality .
8.3 Third-Party Services: Resolver may integrate with third-party software (e.g., Siemens Process Simulate). By using the Services, you acknowledge and agree that RTR is not responsible for any aspect of such third-party services or their availability. RTR does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services.

9. Limitation of Liability
9.1 Limitation: RTR will not be liable for any direct, indirect, punitive, special, incidental, or consequential damages arising out of or in connection with Resolver. RTR will have no liability for (i) lost or corrupted data or software, loss of use of a network or the recovery of the same; (ii) business interruption or downtime, including lost profits; or (iii) third-party products not being available for use.
9.2 Cap on Liability: RTR’s total liability for any claims arising out of or related to Resolver will not exceed the fees paid by you for Resolver, if any, in the past twelve (12) months preceding the event giving rise to the claim.
9.3 Applicability of Limitation: These limitations, exclusions, and disclaimers shall apply to all claims for damages, whether based on contract, warranty, strict liability, negligence, tort or otherwise. The parties agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for RTR’s sale of Resolver or Services to you, and such limitations will apply notwithstanding the failure of the essential purpose of any limited remedy and even if a party has been advised of the possibility of such liabilities.

10. Termination and Suspension
You may cease using Resolver at any time. [To cancel your subscription, please contact us at support@rtr.ai.] If you breach any of the provisions of these Terms, all licenses granted by RTR will terminate automatically. Additionally, RTR may suspend or disable access to Resolver if you materially breach any of your obligations under these Terms, or if required by law.

11. Changes to Terms
RTR may modify these Terms from time to time in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you by providing notice through Resolver or via email. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of Resolver after the changes have become effective will be deemed your acceptance of the revised Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

12. Governing Law and Dispute Resolution
12.1 Governing Law: These Terms will be governed by the laws of the State of Delaware, excluding both its choice of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
12.2 Dispute Resolution and Venue: The parties agree to negotiate in good faith for thirty (30) days prior to commencing any dispute. The proper venue for any disputes arising out of or related to these Terms will be the state and federal courts located in New York County, New York.

13. Miscellaneous
13.1 Entire Agreement: These Terms, along with our Privacy Policy and any agreed-upon pricing terms, constitute the entire agreement between you and RTR with respect to Resolver.
13.2 Severability: If any provision of these Terms is found to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
13.3 Assignment: You may not assign or transfer your rights under these Terms (including the license granted herein) without prior written consent from RTR.
13.4 Waiver: A waiver by either party of its rights hereunder shall not be binding unless contained in a written agreement signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing.
13.5 Force Majeure: RTR will not be liable for delays or failure in performance due to events beyond its reasonable control, including natural disasters, war, or internet outages.