Terms & Conditions

READ CAREFULLY.

This Terms of Use Agreement (“Terms of Use“) applies to use of the website located at https://www.berkshiregrey.com (the “Site”). The Site is owned and operated by Berkshire Grey, Inc. (“Berkshire Grey”). BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE.  Please read these Terms of Use carefully, and keep a copy of them for your records.

Berkshire Grey reserves the right, at its sole discretion, to change, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use each time before using the Site. Your continued use of the Site following the posting of changes manifests your agreement to the changes. You agree that all subsequent use of the Site will be subject to the terms and conditions of these Terms of Use, which shall apply until we post a modified Terms of Use and then in accordance with such modified Terms of Use. As long as you comply with these Terms of Use and any such modifications, Berkshire Grey grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable and limited privilege to access and use the Site.

1. Links to Third Party Websites.

This Site contains links to websites maintained by third parties. All links are provided only as a convenience to you, and the inclusion of any link does not imply endorsement or sponsorship by Berkshire Grey of such website or any association with its operators. Berkshire Grey does not control or operate in any respect information, products or services on such third-party sites and is not responsible for their content. These sites may be governed by different terms of use and privacy policies. Please check these policies before using these sites. You assume sole responsibility for use of third-party links.

2. Third Party Services and Functionality.

Certain services made available by the Site from time to time may be delivered by third party websites and organizations.  By using the Site or any functionality originating from the Site, you hereby acknowledge and agree that Berkshire Grey may share information and data with any third party with which Berkshire Grey has a contractual relationship to provide the requested service or functionality on behalf of users and customers of the Site.

3. Content and Intellectual Property.
   1. Berkshire Grey Content, Copyright and Trademark Notice.

All media (downloaded or samples), software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site (collectively, “Content“), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site, is owned or licensed by or to Berkshire Grey, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in this Terms of Use, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Berkshire Grey’ prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Berkshire Grey reserves all rights not expressly granted hereunder. Berkshire Grey expressly disclaims all responsibility and liability for uses by you of any Content obtained on or in connection with the Site.

You agree that you will not use the Site in a manner that: (i) violates any federal, state, local, or international law or regulation; (ii) may, in our sole discretion, contribute to the harassment, exploitation, or harm of any person, including activities that may be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (iii) may expose Berkshire Grey to any liability, including by posting any material that infringes on or misappropriates the intellectual property rights of third parties; (iv) may be harmful to others, Berkshire Grey’s operations, or Berkshire Grey’s reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g. get-rich-quick schemes, Ponzi or pyramid schemes, phishing, or pharming) or engaging in other deceptive practices; or (v) introduces content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including  viruses, Trojan horses, worms, or other malware.

4. Use of Site.

You also agree that Berkshire Grey may, in its sole discretion and without prior notice to you, terminate your access to the Site for any reason, including without limitation: (1) attempting to gain unauthorized access to the Site or providing assistance to others attempting to do so, (2) overcoming software security features limiting use of or protecting any Content, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violating these Terms of Use or any federal, state, local or international law or regulation, (5) suspected or actual infringement of any copyright, trademark or other intellectual property right, (6) unexpected operational difficulties, or (7) requests by law enforcement or other government agencies. You agree that Berkshire Grey will not be liable to you or to any third party for termination of your access to the Site.

Berkshire Grey reserves the right to investigate complaints or reported violations of these Terms of Use, applicable licenses and/or copyright or trademark information on the Site, and to take any action it deems appropriate, including, without limitation, reporting and providing information of any suspected unlawful activity to law enforcement officials, regulators, or other third parties, including disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

The Site is intended only for users who are above 18 years of age and reside in the United States. By using the Site, you represent and warrant that you are over the age of 18. If you do not meet these requirements, you must not access or use the Site in any way.

5. Collection, Use and Disclosure of Your Personal Information.

Your use of the Site is subject to Berkshire Grey’s Privacy Policy (click here to view).

Any information collected through our Site may be stored and processed in the United States or any other country in which Berkshire Grey operates. By utilizing our Site, you consent to any such transfer of information outside of your country of residence.

While Berkshire Grey takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL BERKSHIRE GREY OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER BERKSHIRE GREY WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

6.) Indemnification

By using the Site, you agree to defend, indemnify and hold harmless Berkshire Grey, its subsidiaries and affiliates, and their respective employees, directors, officers, and agents, from and against any and all claims, damages and costs, including reasonable attorneys’ fees and related expenses, arising from or related to (i) your use of or inability to use the Site or the Content; (ii) any breach or alleged breach by you of these Terms; (iii) a claim, which if true, would constitute a violation by you of your representations and warranties or of applicable federal, state, local or international laws or regulations; and (iv) a claim alleging your negligence or willful misconduct related to the Site or Content.  You may not settle any claim without the prior written consent of Berkshire Grey, which shall not be unreasonably withheld.

7. Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. BERKSHIRE GREY AND/OR ITS SUPPLIERS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE SITE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

8. LIMITATION OF DAMAGES AND LIABILITY.

THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE, THE MAKING OF ANY DONATION OFFERED ON OR IN CONNECTION WITH THE SITE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU.

IN NO EVENT SHALL BERKSHIRE GREY, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS OF USE, OR THE USE OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SOFTWARE, AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF BERKSHIRE GREY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT BERKSHIRE GREY SHALL HAVE TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, CAUSES OF ACTION, LOSSES, AND COSTS IN THE AGGREGATE IS LIMITED TO $100.

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

No delay or failure to take action under these Terms of Use shall constitute any waiver by Berkshire Grey of any provision of these Terms of Use. If any provision of these Terms of Use is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of these Terms of Use will continue in full force and effect. These Terms of Use will bind and inure to the benefit of Berkshire Grey’s successors and assigns. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises. These Terms of Use shall be governed by the laws of the Commonwealth of Massachusetts without regard to or application of any conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Middlesex County, in the Commonwealth of Massachusetts. These Terms of Use are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms of Use shall be null and void. Berkshire Grey may freely assign these Terms of Use without consent or notice. These Terms of Use (including all documents expressly incorporated herein by reference, including but not limited to the Privacy Policy, and any policies or operating rules we post on this Site) constitute the complete and exclusive agreement between Berkshire Grey and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein.

Last modified: April 2, 2018