1 Parties eligibility and formation
1.1 The licensor is Olive Robotics GmbH, Daimlerstraße 7, 85521 Ottobrunn, Germany, registered at Amtsgericht München under HRB 281200, VAT identification number DE358511336, represented by Managing Director Dr.-Ing. Mojtaba Karimi. Contact: contact@olive-robotics.com; telephone +49 155 6335 0077. The licensee is the business, research institution or other professional organisation identified in the accepted order or license record.
1.2 This agreement is for entrepreneurs under § 14 BGB, legal entities under public law and special funds under public law. It is not a consumer software contract. Mandatory rights remain applicable if a recipient's legal status or an individual transaction makes them relevant. Publicly released open-source components remain available under their own licenses independently of this B2B restriction.
1.3 The agreement is incorporated through an accepted order, a signed agreement or an express electronic acceptance offered before the relevant proprietary software is acquired or activated. A download link or a license text first presented after an unconditional purchase does not retrospectively add restrictions. The accepting person must have authority for the licensee.
1.4 Individual agreements prevail. Subject to that rule, the order's express license grant and relevant module govern the licensed scope, this master governs common software matters, and the incorporated commercial Terms and Conditions govern remaining sales and service matters. The Privacy Policy is informational and is not blanket consent or a substitute for a data processing agreement.
1.5 The agreement is in English unless the parties agree otherwise. An unpublished or unprovided German version has no priority. The order must resolve any conflict among negotiated documents. A future online version does not silently amend an existing license.
2 Software and protected assets
2.1 Software means the identified proprietary firmware, binaries, embedded system components, device services, configuration tools, SDKs, libraries, APIs, application software, model files, weights and accompanying documentation that Olive supplies or authorises under the license record. Examples can include proprietary components of olixOS, olixAI, sensor fusion, calibration, network services, device web interfaces and robotics-development tools. It does not mean Olive owns every component of an embedded Linux or ROS-based system.
2.2 A license record is the agreed order, license certificate or electronically accepted entitlement that identifies the software, version or release family, permitted purpose, applicable module, authorised devices or users, duration, territory where relevant, price and any support entitlement. A serial number or activation token may identify that entitlement but cannot enlarge it or replace the agreement.
2.3 Third-party software includes open-source and commercially licensed dependencies identified in release notices. Customer applications, datasets and code remain the property of the customer or their respective rights holders. Output measurements do not become Olive's property solely because Olive software produced them.
2.4 Olive and its licensors retain their respective intellectual property rights. Rights granted here are limited to those Olive is lawfully entitled to grant. No ownership of copyright, patent, trade secret, trademark, source code, manufacturing data, training corpus or undistributed model weights transfers except by an express agreement identifying the asset and rights.
3 Selecting the license module
3.1 Module A applies to embedded proprietary software supplied with an identified Olive unit. Module B applies to developer tools and SDKs expressly provided for development. Module C applies to evaluation, preview and beta software. Module D applies only where an OEM or distribution entitlement is expressly granted. Module E applies only to an ordered hosted service. Module F contains data processing terms that apply only with the completed processing particulars and valid incorporation.
3.2 Software supplied with a product identified as a development kit is licensed only for professional research, development, evaluation and prototype integration under Modules A and C unless an expressly agreed product-specific license grants a different scope. Module C's dangerous-use restrictions are material conditions of that development entitlement. Payment for hardware, access to source material or availability of a command does not by itself authorise production, hazardous deployment, manufacturing, redistribution or sublicensing. The entitlement and restrictions must be disclosed before formation and remain subject to any expressly agreed product purpose and mandatory law.
3.3 Where an order expressly supplies a released production device with a permanent embedded entitlement, the license includes its agreed ordinary operation. The development-kit default does not retrospectively restrict such an entitlement. Ambiguity must be resolved under the applicable contract law, not solely at Olive's discretion.
3.4 A module applies only to its stated subject matter. Selecting an SDK license does not automatically license a cloud service or redistributable runtime. Selecting an OEM runtime does not automatically grant source code, exclusivity, a trademark license or unlimited sublicensing.
4 Common license grant
4.1 Subject to the agreed scope and payment terms, Olive grants a non-exclusive right to use the identified proprietary software for the permitted purpose, duration and license metric. Unless source code is expressly supplied under a source license, the grant concerns executable form and the accompanying permitted documentation. A perpetual paid license is not revocable at will; it may be terminated only under the agreed material-breach rules and applicable law.
4.2 Authorised employees and contractors may use the software on the licensee's behalf within the scope and controls of the license. Contractors acquire no independent right to exploit or distribute it. The licensee must impose appropriate confidentiality and use obligations and is responsible for persons it engages to the extent provided by law. Affiliates require inclusion in the license record unless the grant expressly covers a defined group.
4.3 The licensee may make necessary backup copies and use documentation reasonably needed for licensed operation. It must retain relevant copyright and license notices. Mandatory backup, observation, testing, interoperability and error-correction rights are addressed in section 6 and are not removed by a license metric.
4.4 Where activation is part of the agreed product, the license record must identify the required connection, device binding and consequences of loss of connectivity. Olive must not introduce an undisclosed online dependency into an existing offline entitlement. Replacement of defective hardware or an authorised device migration must be handled consistently with the purchased entitlement.
4.5 The licensee shall control its authorised users, ensure they receive relevant instructions and restrict access to persons competent for the permitted development activity. Licensing software does not appoint Olive as the licensee's system operator, workplace supervisor, compliance assessor or safety engineer. Such a service requires an express scope; responsibility for services actually undertaken remains governed by law.
4.6 The proprietary license restrictions in this agreement apply to Olive's own licensed software and contractual services. They do not add restrictions to third-party or open-source components contrary to their licenses. Irrespective of copyright permissions, the user must comply with applicable safety law and the valid operational obligations governing the physical kit.
5 Proprietary restrictions
5.1 Except as granted by a module, a separate license or mandatory law, the licensee must not reproduce or distribute additional proprietary copies; sublicense or offer the software as a standalone service to third parties; remove proprietary notices; extract protected model weights or source code through unlawful means; circumvent lawful license controls; or use a trial entitlement for an unlicensed production deployment.
5.2 The licensee must not use Olive's confidential source code, models, calibration methods or proprietary datasets to reproduce a competing implementation without permission. This is not a prohibition on lawful competition, use of general knowledge, independent development, legitimate benchmarking, statutory interoperability work or rights granted by an open-source license.
5.3 A restriction on modifying proprietary firmware does not prevent modification expressly supported by the SDK, the agreed integration interfaces or a source license. Changes to open-source components are governed by their own licenses. Changes may affect support for the changed configuration only to the extent relevant; they do not automatically void unrelated defect or statutory rights.
5.4 The licensee may publish truthful test results from lawfully performed benchmarking, subject to confidentiality obligations for unreleased software, lawful rights in the test material and accuracy about configuration and limitations. Prior Olive approval is not imposed as a blanket condition on independent evaluation of publicly released products.
5.5 The licensee shall not use the software for unlawful surveillance, prohibited AI practices, unlawful weapons activity, illegal exports or any other unlawful purpose. Use beyond the development entitlement and dangerous use under Module C are prohibited even where executable code can technically perform the requested action. A lawful separately licensed third-party component retains its own license permissions; it does not make a hazardous hardware deployment lawful.
6 Mandatory rights and exhaustion
6.1 Nothing restricts rights that cannot be excluded under §§ 69d, 69e and 69g UrhG or corresponding mandatory law, including necessary backup, permitted observation and testing, qualifying decompilation for interoperability, and other applicable non-waivable uses. Where error correction or obtaining interoperability information is legally permitted, the relevant statutory conditions apply.
6.2 The licensee may contact Olive for interface information or a correction before taking independent steps, but that request is not an additional condition where the law does not require it. Any statutory restriction on the permitted use or onward disclosure of decompiled information remains applicable. Olive's confidentiality rights do not defeat a mandatory exception.
6.3 Restrictions on transfer are subject to applicable exhaustion and lawful software-resale rights, including for qualifying perpetual copies supplied in the EU or EEA. Where a transfer is legally permitted, the transferor must make its retained usable copies unusable to the extent required by law and must not unlawfully split an indivisible entitlement. No new fee is imposed merely for exercising a mandatory exhausted-copy transfer right.
6.4 For other transfers not permitted by statute or the license grant, Olive's consent is required and will not be unreasonably withheld where its legitimate licensing, security and upstream-rights interests are protected. A maintenance account or hosted subscription may have separate transfer requirements that must not frustrate mandatory rights in the software copy itself.
7 Open source and third party licenses
7.1 Each third-party component is governed by the license identified for it in the release's notices, manifest or source package. Those terms prevail over conflicting provisions here for that component. A proprietary umbrella agreement does not relicense the Linux kernel, ROS packages, DDS implementation or other third-party code as Olive-owned software.
7.2 Olive supplies the license notices, copyright information, source code, source offers and installation information required for its distribution. Where the applicable license requires source access, it is not conditional on a paid support contract, secrecy undertaking or additional proprietary restriction. Any written source offer must use the scope, duration, eligible recipients and delivery conditions required by that actual license.
7.3 The licensee distributing a combined product must comply with the licenses applicable to its own distribution, including relevant notice, attribution, source, modification and relinking obligations. Whether linking, modification or redistribution triggers an obligation depends on the specific license and technical facts. It is not determined by labelling the full package proprietary or by this agreement alone.
7.4 Where Olive owes commercial defect or support obligations for an integrated delivery, a component author's separate no-warranty clause does not automatically eliminate Olive's own obligations. Conversely, a component's open-source license does not itself promise paid support by Olive.
7.5 Requests about notices, source availability or third-party licensing may be sent to contact@olive-robotics.com with the subject Open source request and the device model and software version. This contact route supplements, and does not replace, a distribution method or written offer required by the component's license.
8 Delivery updates and maintenance
8.1 Software is delivered in the agreed medium or download form, with the agreed documentation and entitlement. The license record defines supported hardware, host systems, relevant dependencies and any material limitations. An update applies to the licensed scope; receiving it does not automatically buy a new product family or expanded user count.
8.2 Optional feature upgrades, migration services and extended maintenance may be priced separately if not already included. Correction of a defect or a security update owed under the contract or law is not made chargeable merely by naming it a premium upgrade. Mandatory update and vulnerability duties are not extinguished by expiry of an optional support plan.
8.3 Olive may change implementation details that do not adversely affect the agreed functionality, safety or interoperability. A material reduction, new mandatory connection, changed license metric or removal of a paid feature requires a valid contractual basis and the applicable notice and remedies. Where a security correction necessarily affects functionality, Olive will explain the effect and provide the solution required by contract and law.
8.4 The licensee shall evaluate relevant notices, maintain suitable backups, test updates in a controlled environment and apply necessary fixes within a reasonable period appropriate to risk. If failure to install an adequately notified update contributes to loss, statutory causation and contributory-fault rules apply; there is no blanket forfeiture of all remedies.
8.5 Product-specific information identifies the support period, delivery route, supported releases and end-of-support date where required or promised. A declaration that software is perpetual concerns use duration, not an unlimited commitment to new features or indefinite cloud operation. It also does not reduce a mandatory security support period.
8.6 Before applying a change that may affect physical behaviour, the licensee shall assess compatibility, preserve necessary recovery material and test the change in a controlled environment. Validation shall include relevant configuration, timing, interface, restart and fault behaviour. Delaying a mandatory or necessary security update does not justify continuing unsafe operation. A safe suspension or other adequate mitigation must be used where the risk cannot otherwise be controlled.
8.7 Unless specifically ordered, support does not include continuous telemetry review, emergency monitoring, recovery of the customer's application code or approval of the final system. A response to a support request is confined to its actual scope and assumptions. It does not by itself authorise a prohibited use or constitute a personal guarantee by the person providing it.
9 Security and lawful technical investigation
9.1 Both parties protect systems within their control. The licensee must manage credentials, permissions, network exposure, developer ports and recovery tools competently. Authorised research on a laboratory system must not be conducted against a live installation without the required permissions or in a manner that creates physical danger.
9.2 Vulnerability reports may be submitted to contact@olive-robotics.com with the subject Security report. Preserve evidence and limit the inclusion of personal data or confidential material. Good-faith reporting, lawful independent research and protected disclosures are not prohibited. These terms do not create an unannounced bounty programme or immunity for unlawful testing.
9.3 Olive fulfils any security reporting, corrective action and vulnerability-handling duties legally attaching to it. A development-kit or beta designation does not automatically exempt commercially supplied software or hardware from applicable cybersecurity law. The licensee fulfils its own deployment, incident and data protection obligations.
9.4 License enforcement and remote service measures must be proportionate. Olive has no unrestricted right under this agreement to remotely destroy data, disable an owned device or immobilise an operating robot. Any permitted suspension must preserve safety and mandatory access, update and data rights.
10 AI models and output
10.1 Access to an AI function grants only the right to run or call the model in the agreed manner. It does not include undisclosed training datasets, source code, weights, internal architecture or a right to create a model copy unless expressly granted or legally permitted. Customer data are not included in Olive's reserved intellectual property merely because used as model input.
10.2 Sensor fusion, classification, anomaly detection, perception and other estimates may be probabilistic and depend on calibration, operating domain and input quality. The licensee must validate the result for its intended use and maintain independent safeguards where needed. Agreed accuracy and performance requirements and liability for defects remain enforceable.
10.3 Training, fine-tuning or reuse of customer data requires an express purpose-specific grant and the necessary legal basis and upstream rights. Support submissions are not automatically available for unrelated training. Any right to use genuinely anonymous aggregate statistics must be lawfully established; pseudonymised data are not automatically anonymous.
10.4 Each party fulfils the AI-law duties attaching to its actual role. Supplying an AI-enabled library does not invariably make the licensee a high-risk provider, but changing intended purpose, branding, a safety function or substantial modification can change legal responsibilities. No general disclaimer replaces the required product and use-case assessment.
11 Confidentiality and intellectual property claims
11.1 Non-public code, models, designs, security details, license keys, commercial terms and other information recognisable as confidential must be used only for the agreement and protected with reasonable care. Access may be given only to authorised persons with a need to know and appropriate confidentiality duties. Public open-source code is not made secret by this clause.
11.2 Exceptions cover information lawfully known without restriction, independently developed, lawfully received from another source or made public without breach. Legally compelled disclosure is allowed with notice and protection where lawful. Whistleblowing and regulatory reporting protected by law remain unaffected. General skills may be reused, but customer or Olive trade secrets may not be reconstructed under a residual-memory exception.
11.3 Duties continue for five years after the relevant disclosure and for as long as the information qualifies as a protected trade secret. Return or deletion is required when no longer needed, subject to specific legal retention and restricted backup copies. Personal data follow the applicable processing agreement and law.
11.4 For an infringement claim concerning an agreed unmodified proprietary delivery, the licensee shall promptly notify Olive and permit reasonable defence and remediation. Olive may secure continued use, provide a non-infringing equivalent or modification without material loss of agreed function, or unwind the affected delivery where a conforming remedy is not reasonably possible. Statutory title-defect remedies remain available.
11.5 Responsibility does not extend to an infringement caused solely by an unauthorised customer modification, customer-provided material or unagreed combination that would not otherwise infringe, subject to Olive's own contribution and duties. Neither party may settle a claim in a way that imposes an admission or obligation on the other without the required consent.
12 License verification
12.1 Olive may request proportionate information reasonably necessary to verify the agreed device, deployment or user metric, normally through self-certification or limited relevant records. No entitlement to unrelated source code, customer datasets, employee monitoring or unrestricted network access arises.
12.2 If reasonable evidence indicates a material license discrepancy that cannot be resolved through documents, a confidential review by an independent professionally bound auditor may be arranged on at least 15 business days' notice during normal business hours. Its scope, safeguards and access method must be proportionate, protect third-party information and minimise disruption. No intrusive audit proceeds without appropriate access arrangements and a lawful basis.
12.3 Routine verification occurs no more than once in a twelve-month period unless a material substantiated concern justifies another review. Olive bears its own verification costs. The licensee reimburses reasonable external audit costs only where a material culpable underlicensing breach is established and the cost is legally recoverable. There are no automatic penalty multipliers.
12.4 Any undisputed additional entitlements are reconciled at the agreed applicable rates. Disputed amounts and potential damages are resolved under the agreement and law. Audit evidence does not conclusively bind the licensee or reverse statutory burdens of proof.
13 Fees defects and liability
13.1 License and service fees, tax treatment and payment milestones are stated in the order and incorporated commercial terms. An ongoing paid subscription must state its duration and renewal. Unannounced usage metrics, retroactive fees and automatic increases without a lawful contractual basis do not apply.
13.2 Contractual defects are assessed against the agreed software scope and legally relevant quality requirements. Olive will provide the cure owed under the applicable type of contract. Correction, replacement or a reasonable workaround may be appropriate if it restores contracted usability without material disadvantage. If cure fails or is not required before a further remedy, statutory reduction, withdrawal, termination and damages rights remain available on their conditions.
13.3 For B2B software permanently supplied against a one-time fee, defect claims are subject to a one-year limitation period from statutory commencement, normally delivery, only where validly agreed. The shortening does not apply to intent, gross negligence, injury to life, body or health, fraudulent concealment, an assumed guarantee, mandatory product liability or mandatory supply-chain and digital-product recourse. It does not shorten ongoing rental or subscription performance duties, mandatory security support or statutory suspension and restart rules.
13.4 Olive is liable without the contractual limitations in this agreement for intentional conduct and gross negligence; culpable injury to life, body or health; fraudulent concealment; an expressly assumed guarantee to its agreed scope; mandatory liability for defective products; and other liability that cannot be excluded or limited. The protected liabilities include those under § 276(3) BGB, § 444 BGB where applicable, § 14 ProdHaftG and the applicable successor product-liability regime. These exceptions prevail over all restrictions, including the evaluation module, any indemnity and any shortened period. Mandatory GDPR liability and individuals' rights are unaffected.
13.5 Subject to section 13.4, liability for ordinary negligence is limited to breach of an essential contractual obligation, meaning an obligation necessary to proper contractual performance and on whose observance the licensee may ordinarily rely. Liability in that case is limited to damage typical of the agreed contract and reasonably foreseeable when it was concluded. Liability for ordinary negligence in the breach of other obligations is excluded. These rules apply to lost profit, interruption, loss of use, data loss and indirect damage according to that same test; no category removes a loss that must be compensated under sections 13.4 or 13.5.
13.6 Subject to section 13.4, Olive is not liable for loss to the extent caused by independent customer software, unsafe integration, external equipment, unauthorised changes or misuse for which Olive has no relevant responsibility. The parties' actual contributions, backup duties and mitigation are assessed under applicable law, including § 254 BGB. The licensee shall disclose an unusual risk of exceptionally high loss material to the proposed scope. A customer's breach or missing backup does not automatically defeat an unrelated claim, and statutory burdens of proof remain unchanged.
13.7 The licensee shall indemnify Olive against established third-party civil liabilities and reasonable necessary defence costs to the extent caused by its culpable breach of this agreement, including dangerous deployment, a failure of safeguards allocated to it, unlawful data, infringement through its own materials, unauthorised redistribution or misleading representations about approval. The indemnity excludes Olive's own share of responsibility, non-transferable duties, liability protected by section 13.4 and non-reimbursable fines. Olive shall promptly notify the licensee, mitigate loss, share reasonably necessary information and permit meaningful participation. A prejudicial settlement requires the licensee's consent, not unreasonably withheld for a reasonable settlement. A final enforceable determination, agreed settlement or otherwise established civil liability is required; an unsupported allegation does not suffice. No duplicate recovery is permitted.
13.8 Olive's managing directors, employees, representatives and persons engaged to perform this agreement may invoke the same permitted exclusions and limitations directly as beneficiaries under § 328 BGB. They remain subject to section 13.4 and their independent non-waivable duties. Olive Robotics GmbH is the contractual licensor; a person acting for it does not become a personal guarantor or co-debtor merely by signing for the company or providing support. Section 13 GmbHG remains applicable without excluding an independent statutory basis for personal liability.
13.9 The permitted limitations apply to contractual, pre-contractual and non-contractual claims, including claims for wasted expenditure, only where legally permissible. Statutory rights to performance, cure, reduction, withdrawal or termination remain available on their conditions. Contract interpretation and validity remain subject to §§ 305 to 310 BGB. These terms do not prohibit proceedings before a competent court or lawful reporting to an authority.
14 Duration termination and transition
14.1 A perpetual license lasts indefinitely unless lawfully terminated for a material breach. A time-limited license ends at the agreed expiry; any trial expiry must have been disclosed before activation. A subscription renews only according to an expressly agreed renewal mechanism. Ending maintenance does not itself terminate a fully paid perpetual entitlement.
14.2 Termination for material breach normally requires notice identifying the breach and a reasonable cure period. Immediate termination is available only where applicable law permits it. An insolvency event does not give rights inconsistent with mandatory insolvency law. A disputed minor discrepancy does not justify disproportionate termination of an entire deployed fleet.
14.3 After lawful termination of a proprietary entitlement, use of the affected software must cease and usable copies must be deleted or returned, subject to mandatory retention, exhaustion, third-party licenses and agreed transition rights. The licensee may retain restricted evidential copies where legally necessary. A lawful downstream entitlement already granted is handled under its license and the OEM module.
14.4 Data export, return, deletion, switching and security obligations survive where required. Olive may not hold mandatory data rights hostage to unrelated disputed invoices. Termination of a hosted component cannot be used to withdraw a separate offline perpetual entitlement unless the original agreed architecture lawfully makes them inseparable and the applicable remedies are preserved.
14.5 A material breach of the development-use restrictions may justify requiring cessation, proportionately suspending the affected hosted function or terminating the affected proprietary entitlement for cause. Notice and a reasonable remedy period apply unless an urgent danger or other statutory ground justifies immediate action under the applicable law, including § 314 BGB where relevant. Any enforcement measure must preserve a safe state and mandatory access, data and security duties. It must not disable an independent protective function or amount to an unauthorised intervention in customer property.
15 Export law and dispute provisions
15.1 Each party complies with export, sanctions and customs laws applicable to its conduct, including relevant EU and German controls and legally applicable third-country controls. Access to source code, cryptographic functionality or controlled technical information may require assessment separately from hardware shipment. No obligation requires a breach of EU blocking legislation or other overriding law.
15.2 The licensee shall provide reasonably necessary end-use and destination information and not knowingly divert software to prohibited recipients or purposes. A required item-specific re-export clause is supplied separately where applicable; a general export statement is not a substitute for it. Olive remains responsible for its own exporter and classification duties.
15.3 German law governs, excluding the CISG. Mandatory territorial rules, intellectual property law and non-waivable rights remain applicable. Munich courts have exclusive jurisdiction only where an advance forum agreement is valid for the parties and transaction, including the conditions of § 38 ZPO and applicable international instruments. Otherwise the statutory courts apply.
15.4 Invalid standard terms are replaced by statutory law where applicable, not automatically by the harshest lawful substitute. Individual agreements retain priority. Contractual text form does not override mandatory statutory formalities or § 305b BGB. Neither party is authorised to bind the other to an unrelated contract.
Module A Embedded software
A.1 The embedded license permits installing, executing and using the identified software on the Olive unit for which the entitlement was supplied, including its documented device interface, configuration and recovery functions. Unless the order grants a different purpose, a development-kit unit is licensed for professional R&D and evaluation under Module C. A released production unit expressly ordered for ordinary operation includes that agreed operation.
A.2 Necessary backup and recovery images may be held for the licensed device. The license does not permit cloning the proprietary image onto additional unlicensed boards, running extracted proprietary firmware on unrelated hardware or distributing the image as a standalone product, except where separately authorised or legally permitted.
A.3 A replacement unit supplied by Olive may receive the corresponding entitlement. A lawful transfer of the unit may include its embedded entitlement to the extent permitted by the grant or exhaustion; the transferor must not retain a separately usable unauthorised copy. The receiving user must receive the applicable documentation and notices. No mandatory transfer right depends on an additional fee.
A.4 The user may integrate the device into an evaluation setup and use documented interfaces to read data and issue permitted commands. Production integration, OEM manufacture and downstream deployment beyond the agreed development purpose require the applicable deployment or OEM arrangement. Rights in exported measurements are governed separately from rights in the executable software.
A.5 Secure boot, signatures and recovery mechanisms must be used according to the documentation. Independent modification rights under open-source or mandatory law remain intact. Olive may decline support for an unsupported altered configuration only insofar as the alteration is relevant to the support issue and the decline does not remove a statutory remedy or required source or installation information.
Module B SDKs APIs and developer tools
B.1 The developer license permits authorised developers to install and use the identified tools and documentation to create, test and maintain applications integrating with the licensed Olive products for the agreed purpose. Unless the license record says otherwise, one organisation may use the supplied SDK through its authorised developers for its own project; a separately priced seat restriction must be expressly stated before purchase.
B.2 The customer owns its independently authored application code subject to any third-party rights. No assignment to Olive arises solely because an application calls an Olive API or links to a library. Whether a linked component imposes redistribution conditions is determined by its actual license.
B.3 Only files expressly identified as redistributable may be redistributed under the proprietary developer grant. Distribution must preserve required notices and remain within the specified runtime, platform and deployment scope. An SDK download containing a runtime does not automatically grant unrestricted commercial distribution of that runtime.
B.4 Example source code may be adapted as its stated license permits. Proprietary examples without a broader license may be modified for the licensed integration purpose but not sold as a competing standalone SDK. Openly licensed examples retain their actual license permissions; these restrictions do not override them.
B.5 The developer must validate units, coordinate frames, time synchronisation, error handling, safety states and version compatibility in its application. API stability and support commitments are those stated in the release or order. A documented compatibility commitment is not withdrawn by calling all interfaces experimental.
Module C Evaluation research and beta use
C.1 Evaluation software and development-kit firmware are supplied solely for supervised professional assessment, research, experimentation and prototype development in controlled environments. They must not be used for routine production, unprotected public operation or a safety-critical function. An evaluation or beta label does not convert a paid product into a gift or displace its agreed development functions. A different deployment purpose requires a separate express scope for a suitable product and the applicable legal assessment.
C.2 The license record must state any expiry, evaluation unit limit, permitted test sites and beta limitations. Where software is embedded in a purchased kit and no shorter term was agreed, the entitlement is perpetual for the permitted evaluation use. Olive cannot introduce an arbitrary retrospective expiry merely because it later releases a production version.
C.3 Before a test can affect hardware, the licensee shall assess the complete setup, authorise technically competent personnel, establish an appropriate exclusion area, limit energy and motion and provide independent safeguards and an effective stopping and recovery method. It shall prevent a foreseeable error, missing output, power interruption, communication failure or unintended command from creating an unmitigated hazard outside the controlled test arrangement. If that protection cannot be maintained, the activity must stop.
C.4 The customer acting as final-system manufacturer or integrator is responsible for its system-level validation, conformity assessment, technical file, instructions, approvals and required markings before placing the integrated system on the market or putting it into service. Olive remains responsible for laws applying to the kit and software as supplied. Third-party certification is not universally required; the applicable conformity route determines it.
C.5 Beta software can have documented incomplete functions, defects, changing interfaces and limited migration support. Those limitations define the promised evaluation state only if fairly disclosed and agreed. Olive does not promise a successful research result, release date or conversion to a production license unless expressly agreed. Known material safety limitations must be disclosed.
C.6 A paid development kit is not treated as a free gift to eliminate all defect rights. Liability and legally required remedies remain governed by section 13. For genuinely gratuitous software, any statutory rules specific to the relevant gratuitous arrangement apply; there is no indiscriminate worldwide AS IS waiver overriding German mandatory law.
C.7 Evaluation feedback may be supplied voluntarily. Its use is limited by section 10.3, confidentiality and the sender's actual rights. Olive does not automatically own research results, publications, inventions or university work. A sponsored project, joint invention or contribution of source code requires a specific rights agreement.
C.8 The software must not be used to create an uncontrolled risk to people, animals, property, the environment or essential services. Live life-support, diagnosis or treatment of a person, passenger transport, active road-vehicle, rail, vessel or aircraft control, nuclear safety, explosive-atmosphere operation, hazardous process control, weapons deployment and protection of critical infrastructure are outside this evaluation entitlement. Contained non-operational research is permitted only without such live functions or hazards and within the remaining conditions.
C.9 A sensor estimate, classifier, planner, ordinary network link, status value, confidence score, web control or demonstration code must not be the sole or required protective means against a hazardous event. No safety integrity level, performance level or certified protective function is licensed or promised by an ordinary evaluation grant. A delivered stop control or redundant-sensor architecture does not independently certify the integrated system's protection.
C.10 Validate coordinate frames, units, sign conventions, timestamp validity, delay, data freshness, calibration, saturation, operating domain and error handling for the actual setup. Check the customer's application on restart, connection loss, stale or malformed data, model update and relevant failure conditions. Selection of a high sample rate or a technically successful network connection does not establish safe behaviour.
C.11 Experimental commands must be isolated from live safety-related and production systems where necessary. The licensee shall control network exposure, credentials, permitted operators and software versions. Running modified firmware, an alternative model or a third-party ROS package requires reassessment to the extent it changes safety, security or conformity. Applicable open-source modification rights are preserved; they do not remove operational precautions.
C.12 Unexpected motion, overheating, implausible output, damaged protection or a credible security event affecting safe operation requires a safe stop, prevention of unintended restart and prompt appropriate investigation. The licensee shall notify Olive of a relevant supplied-product issue and preserve proportionate evidence. Support messages and telemetry are not an emergency response service. The licensee must not wait for a reply before taking necessary local protective action.
C.13 The licensee shall give authorised users and any permitted downstream recipients the relevant evaluation restrictions, product instructions and warnings. It must not present Olive's software or attendance at a test as certification of the licensee's application. A separately licensed OEM right does not itself establish product-law approval or authorise a safety-critical purpose.
C.14 The licensee shall complete the final-system and operator duties arising from its own activities, including assessment of workplace use, technical documentation, required testing, instructions, declarations and approvals. In Germany, applicable operator duties include § 3 BetrSichV. The manufacturer's duties retained by Olive and the liability exceptions in section 13.4 apply independently. A customer undertaking does not establish that an R&D exemption is available.
C.15 A research outcome, a successful experiment, fitness for an undisclosed environment or approval by a regulator is not promised unless expressly included in the agreement. The actual development functions, specifications and services agreed with Olive remain binding. Responsibility for a failure is determined under section 13, including causation and contributory conduct, rather than a blanket transfer of all product risk to the licensee.
Module D OEM integration and distribution
D.1 This module applies only where Olive expressly grants an OEM or distribution entitlement identifying the proprietary runtime or device, customer products, quantities or metric, permitted territory, term and distribution channel. A development-kit, internal-use or SDK license alone does not activate it.
D.2 The OEM may incorporate the licensed runtime only in the agreed customer product and distribute the resulting authorised copies with the agreed end-user rights. It may use contract manufacturers and fulfilment partners only within the agreed production scope and with appropriate controls. Manufacturing rights to Olive hardware, proprietary schematics or protected designs require a separate grant.
D.3 The OEM shall provide downstream users with the required notices, safety and update information and a license that preserves Olive's proprietary protections without imposing restrictions inconsistent with open-source licenses, mandatory exhaustion, data rights or consumer law. The OEM must not promise support, certifications, indemnities or features on Olive's behalf without authorisation.
D.4 Distribution entitlements, reporting intervals, royalty rates and permitted overproduction must be stated in the order. In the absence of an agreed quantity or per-unit metric, the parties must resolve the deployment scope before production. No hidden royalty is imposed after an unqualified distribution grant.
D.5 The OEM maintains proportionate records necessary for the agreed metric and traceability and reports them at the agreed intervals. Verification follows section 12. Personally identifiable end-user telemetry is not required merely to count deployments if less intrusive records suffice.
D.6 The OEM is responsible for the final product duties attaching to its branding, integration, manufacture, substantial modification and market placement. It must assess interactions with its hardware and software, third-party modules and actual use environment. Olive provides the product documentation and assistance it is obliged to supply; a component certificate does not certify the OEM's complete system.
D.7 Required security advisories, supported updates and corrective actions must reach downstream users through a workable agreed channel. The parties must allocate customer support, release delivery, incident escalation and traceability before shipment. Neither party may use the supply chain to evade mandatory manufacturer or provider obligations.
D.8 Olive marks may be used only as separately authorised or for lawful factual identification. The OEM must not imply that Olive manufactured or certified the complete customer product. Co-branding, private labelling and domain use require explicit agreement.
D.9 On expiry of the OEM distribution term, new copying and distribution cease except for an agreed sell-off or another lawful entitlement. Fully paid, lawfully granted downstream perpetual entitlements are not automatically revoked solely because the upstream distribution agreement ends. Required support, source, security and product-safety duties continue to their applicable extent.
D.10 An OEM license concerns the identified distribution rights only. It does not remove Module C restrictions for an item still supplied as a development kit, create a production release for an unapproved configuration or authorise the OEM to promise that Olive guarantees the whole system. Any broader deployed purpose must be stated expressly in the order with its applicable safety and conformity allocation. Required source notices, product identification and relevant warnings must reach the proper downstream recipient.
Module E Hosted services and switching
E.1 A hosted-service order must identify the service, functionality, permitted users or capacity, term, price, region or location commitments, dependencies, support and any service levels. This module does not represent that Olive currently offers every form of cloud service. It applies only to an actual ordered service.
E.2 The customer may access the service for its agreed business purpose and is responsible for authorised user management and lawful inputs. Olive provides the contracted service and appropriate security within its control. Neither party may use the other's data outside the agreed purposes merely because it operates the hosting platform or account.
E.3 Service levels must define measurement, exclusions and remedy. Planned maintenance should be notified with reasonable advance notice where practicable. Exclusions must not cover Olive's own breach indiscriminately. Credits are the exclusive remedy only to the extent a valid agreement makes them so without excluding mandatory remedies.
E.4 A fixed subscription ends or renews under its express order terms. If expressly indefinite without a specified cancellation period, either party may terminate on three months' notice to the end of a calendar month, except where the mandatory switching regime below requires a shorter or different route. A unilateral price or material-feature change requires a lawful basis, adequate notice and the applicable customer choice.
E.5 Suspension for material non-payment, unlawful activity or a concrete security threat must be limited and proportionate, normally preceded by notice and a reasonable cure opportunity. Olive will protect safe operation, preserve relevant data and restore access once the justified grounds cease. Access to mandatory export and personal data rights remains governed by law.
E.6 On termination, the customer may retrieve its exportable data through the agreed route and within the applicable retention and exit period. A service-specific plan identifies formats, available metadata, assistance, deletion and backup handling. Retaining a minimal invoice record is different from retaining all hosted customer content. A claim for unpaid fees does not create an unrestricted lien over legally required data access.
E.7 Where the service is a data processing service within Chapter VI of the EU Data Act and no applicable exclusion changes the obligation, Olive supports switching to another provider or on-premises infrastructure under that regime. This includes removing unlawful contractual, technical and organisational obstacles and providing the required contractual information. An indefinite-contract notice in E.4 does not override these rights.
E.8 The notice period for initiating an in-scope switch must not exceed two months. The ordinary transitional period is no more than 30 calendar days after that notice period, subject to the statutory rules allowing a technically justified extension and customer-requested extension. If a technical extension is necessary, Olive gives the required reasons and alternative period within 14 working days of the switching request; the alternative transitional period must not exceed seven months. The precise statutory conditions govern rather than a general discretion to delay.
E.9 The parties cooperate in good faith to maintain continuity and security during the transition. The service schedule identifies all exportable data and digital assets, available formats and interfaces, known technical restrictions, categories excluded as protected provider material and the scope of reasonable assistance. Exclusions for provider intellectual property or trade secrets must not frustrate the statutory switching right.
E.10 The customer receives a data-retrieval period of at least 30 calendar days following the applicable transition, unless a longer period is agreed or required. The agreement states when the service is terminated following successful switching and how remaining data are erased after the retrieval period, subject to lawful retention. The customer's requested deletion and the statutory service-exit rules are coordinated with any data processing agreement.
E.11 From 12 January 2027, switching charges for in-scope services are not imposed. Before that date, any lawful reduced switching charge must be disclosed in advance and cannot exceed costs directly linked to the switch. Standard service fees and any lawfully enforceable early-termination charge must be transparent and cannot be used as disguised prohibited switching charges or an unlawful obstacle. A custom-built or testing-service exception applies only where its actual legal conditions are met and the required information has been given.
E.12 Where the EU Data Act switching regime does not apply, the expressly agreed exit plan and mandatory law govern. This is not authority for immediate deletion without reasonable warning or for withholding customer data contrary to the contract or GDPR.
Module F Data processing terms
F.1 Activation and subject matter. This module applies only when incorporated as an Article 28 GDPR agreement for an identified service in which the customer is controller and Olive is processor, or the customer is a processor authorised to appoint Olive as subprocessor. Before processing starts, the parties must complete the Processing Particulars described in F.16. Without those particulars and actual agreed security and subprocessor information, this module is not a complete operational DPA and must not be treated as one.
F.2 Instructions. Olive processes the personal data only on documented customer instructions, including instructions about international transfers, unless required by applicable Union or Member State law. In that event Olive informs the customer before processing unless the law prohibits that information on important public-interest grounds. Olive informs the customer immediately if, in its opinion, an instruction infringes applicable data protection law and may suspend the affected instruction while it is lawfully clarified.
F.3 Purpose and personnel. Olive does not use entrusted data for its own unrelated advertising, model training or product development. Persons authorised to process it are bound by confidentiality or an appropriate statutory duty and receive access limited to their tasks. Olive maintains the measures and records necessary for its processor obligations. The customer remains responsible for its lawful instructions, legal basis and controller information duties.
F.4 Security. The parties agree the actual technical and organisational measures appropriate to Article 32 GDPR in the Processing Particulars or an attached security schedule. The schedule must cover relevant access, authentication, transmission, storage, separation, logging, resilience, backup, recovery, deletion, testing and incident measures. It must state what is implemented, not an unverified certification or aspirational control. Olive may improve measures without materially reducing the agreed level of protection and will communicate material relevant changes.
F.5 Subprocessors. The customer grants only the authorisation recorded in the Processing Particulars. For general written authorisation, Olive provides the initial approved list and at least 30 calendar days' prior notice of an intended addition or replacement, allowing an objection based on substantiated data protection grounds before that processor is used. The parties seek an appropriate solution; if none is reasonably possible, the affected service may be ended on fair terms before unauthorised processing begins. An urgent change still requires a lawful authorisation mechanism.
F.6 Subprocessor obligations. Olive imposes data protection obligations equivalent to the relevant requirements of this module on each authorised subprocessor, including sufficient security guarantees. Olive remains fully liable to the customer for performance of those obligations as required by Article 28(4). A subcontractor's standard terms do not displace this responsibility. The list identifies the legal entity, function, processing countries and relevant transfer mechanism.
F.7 International transfers. Transfers are made only under documented instructions and a valid Chapter V GDPR mechanism. Where required, the applicable Standard Contractual Clauses and transfer assessment are completed with the correct parties and modules. If protection cannot lawfully be achieved, the affected transfer must not proceed. EU storage alone does not eliminate an assessment of overseas support access.
F.8 Individual rights. Taking account of the nature of processing, Olive assists the customer through appropriate technical and organisational measures, insofar as possible, to respond to rights requests. Olive promptly forwards a request concerning entrusted data and does not respond substantively except on instructions or where legally required. Necessary authentication and protection of third-party data remain applicable.
F.9 Incidents. Olive notifies the customer without undue delay after becoming aware of a personal data breach affecting entrusted data. It supplies available information about the nature, affected categories and approximate numbers where possible, contact point, likely consequences and measures taken or proposed, with further information in phases as needed. A fixed period is not a substitute for the duty to act without undue delay. The customer remains responsible for its authority and individual notifications, with Olive's assistance.
F.10 Compliance assistance. Taking account of the processing and information available, Olive assists with Article 32 security duties, Articles 33 and 34 breach duties and Articles 35 and 36 impact assessments and prior consultation. It supplies relevant evidence and information reasonably necessary for those functions. The customer must not request irrelevant third-party secrets or unrestricted access beyond what the law and processing require.
F.11 Information and audits. Olive makes available information necessary to demonstrate compliance with Article 28 and allows and contributes to audits, including inspections, by the customer or its mandated auditor. Routine audits use reasonable notice, confidentiality and proportionate scope; documentation or independent reports may be used where sufficient. These arrangements do not prevent an urgent audit after a material incident, an authority inspection or an audit necessary to exercise the statutory right. No annual limit or blanket fee may defeat that right.
F.12 Return and deletion. At the end of the processing service, Olive, at the customer's choice, deletes or returns entrusted personal data and deletes existing copies unless law requires retention. The actual export route, deadline and backup cycle are stated in the Processing Particulars and coordinated with mandatory switching rights. Retained copies remain protected, are not reused for other purposes and are deleted when the retention basis ends.
F.13 Charges. Ordinary processor compliance and correction of Olive's own breach are not made conditional on extra payment. Separately requested assistance beyond the agreed service may be charged at agreed reasonable rates where lawful, provided charges do not obstruct statutory rights or duties. Material unexpected work should be estimated in advance where practicable.
F.14 Liability and priority. Mandatory GDPR responsibilities, data-subject claims and Article 82 allocation remain unaffected by a commercial limitation. As between the parties, any valid commercial limitation applies only where compatible with the GDPR and applicable contract law. This module prevails over conflicting commercial terms on processing. The applicable Standard Contractual Clauses prevail where their mandatory terms require it.
F.15 Verification of roles. If the customer is itself a processor, it warrants only that it has the necessary documented authority to instruct the agreed processing and appoint Olive, and supplies relevant lawful instructions. Neither party can convert independent controller activity into processing on behalf solely by naming it so. Separate controller processing requires its own basis and transparency.
F.16 Processing Particulars. The completed signed or electronically agreed schedule must identify the service and order; controller and processor contacts; subject matter and duration; nature and purpose; data-subject categories; personal data types and any special categories; processing operations and frequency; approved locations and remote access; retention and deletion periods; actual security measures; authorised subprocessors and change route; transfer instruments; customer instructions and access controls; assistance and audit contacts; export and return methods; and any lawful service-specific charges. No field is deemed completed by a reference to all data or all necessary processing.
16 Product data access supplement
16.1 Personal data processing under Module F is distinct from access to non-personal product data. Where the EU Data Act applies to a connected product or related service, the user receives the required pre-contract information and access rights. The software license does not claim ownership of every generated measurement or permit withholding accessible data merely because Olive's firmware generated it.
16.2 The product-specific data sheet must identify generated and readily available data, relevant metadata, formats, estimated volumes where possible, collection and storage characteristics, retention, user-access routes, the data holder, intended data use and the available request and complaint mechanisms. The sheet is prepared for the actual kit and related service, with any applicable exemptions assessed expressly.
16.3 Olive uses non-personal data only under the agreed permitted purposes or another lawful basis. Trade-secret and security safeguards are applied using the statutory tests and procedures, not as blanket exclusions. No license restriction bars lawful sharing with an entitled third party or restricts a right the Data Act makes non-waivable.
16.4 The customer must have a lawful basis for disclosing personal data contained in a shared dataset. Neither a product-data right nor a license grant replaces the GDPR. Where data are mixed, access, minimisation, anonymisation where appropriate and protection of others' rights must be coordinated.
17 License record and deployment particulars
17.1 An operational license record should state: customer legal entity; order identifier; software name and release; included third-party notices; selected modules; R&D or production purpose; permitted hardware, users or deployment count; duration and expiry if any; fees; offline or activation requirements; permitted redistribution; support and update period; territory or export conditions if material; and any service-specific processing or exit schedule.
17.2 These particulars can be supplied in an order or annex without requiring a signature on every page. The customer must receive the documents before accepting the relevant scope. For an R&D kit, the confirmation must expressly state that commercial production and downstream software distribution are outside the evaluation entitlement unless separately granted.
17.3 Contract notices, license questions, open-source requests and security reports may be sent to contact@olive-robotics.com. A specific order may designate an operational support address without changing the company's legal identity. Do not send secrets or personal datasets with a routine licensing enquiry.
