Terms of Service

1. Who we are & how to contact us

These Terms of Service ("Terms") form a legally binding agreement between you ("you", "Customer") and Lagodish Tech, a business registered in Poland and operating the OpenKinematics brand (collectively "OpenKinematics", "we", "us", "our").

2. Acceptance & eligibility

By accessing or using the OpenKinematicswebsite, software, hardware, marketplace, SDK, OpenBrain stack, or any related service (the "Service"), you agree to be bound by these Terms and our Privacy Policy, Cookie Policy, and Disclaimer & Safety Notice. If you do not agree, do not use the Service.

You must be at least 18 years old (or the age of legal majority in your jurisdiction) and have legal capacity to enter into a contract. If you accept on behalf of an organisation, you represent that you have authority to bind it.

3. The Service

OpenKinematicsprovides (a) the "OpenBrain" edge software stack and dashboard; (b) cloud infrastructure, model hub, simulation, and marketplace; (c) SDKs and APIs; (d) edge-compute hardware products (Kinematics Mini and Kinematics Max) and configurable accessories. Some components are released under open-source licences (MIT, Apache-2.0, CERN-OHL-S v2) — those licences govern your rights in the open-source components and prevail over these Terms to the extent of any conflict.

4. Pricing, quotes & pre-orders

• All prices are in US dollars unless stated otherwise and exclude VAT, sales tax, customs duties, and shipping, which are added at order confirmation in accordance with the applicable place-of-supply rules.
• Prices, specifications, lead times, configurator subtotals, third-party MSRPs (e.g. NVIDIA Jetson, Intel RealSense), and component availability are indicative and may change without notice until we confirm an order in writing. Any displayed total is an estimate, not a binding offer.
• Submitting a pre-order, configuration, or quote request via this site is a non-binding expression of interest. A binding contract is formed only when we issue a written order acknowledgement or quote acceptance signed (or emailed) by us.
• Quotes are valid for 30 days from issuance unless otherwise stated. Volume pricing requires written agreement.
• We may decline or cancel an order at our discretion (including for pricing errors, suspected fraud, export-control or sanctions reasons, supply constraints, or breach of these Terms) and will refund any amounts paid for the cancelled portion.
• Subscription fees are billed in advance and recur until cancelled in accordance with the order documentation. Fees already paid are non-refundable except where required by law (see §6).
• Late payment accrues interest at the statutory rate under Polish law (currently the National Bank of Poland reference rate plus statutory margin) and we may suspend the Service for non-payment after reasonable notice.

5. Hardware sales — delivery, title, risk & warranty

• Unless agreed otherwise in writing, hardware ships DAP (Incoterms 2020) to your specified address. The buyer is the importer of record outside Poland and is responsible for import duties, VAT/GST, and customs clearance.
• Title to the hardware passes on full payment of the invoice. Risk of loss passes on delivery.
• Lead times are estimates only and depend on third-party component supply. We are not liable for delays caused by suppliers, carriers, or events beyond our reasonable control (see §15).
• We provide a 12-month limited hardware warranty from the delivery date, covering defects in materials and workmanship under normal use. The warranty excludes user modifications, mishandling, accidents, third-party components not supplied by us, software issues, and 3D-printed parts you produce yourself. Non-excluded statutory warranties under Polish or EU consumer law are not affected (see §6).
• Defective items must be reported within 14 days of discovery. We may, at our option, repair, replace, or refund. RMA process is described in our shipping documentation.

6. Consumer rights (EU/EEA, UK)

If you are a consumer (acting outside your trade, business, craft, or profession) within the EU/EEA or UK, you benefit from mandatory protections under Directive 2011/83/EU on consumer rights, Directive (EU) 2019/771 on the sale of goods, Directive (EU) 2019/770 on digital content, and the Polish Consumer Rights Act of 30 May 2014 (or your local equivalent). Nothing in these Terms limits those non-waivable rights.

• Right of withdrawal: you may withdraw from a distance contract within 14 days of delivery (or contract conclusion for digital content/services), without giving any reason, by emailing [email protected] or using the model withdrawal form available on request. We will refund payments within 14 days of receiving the goods back. You bear the direct cost of returning the goods.
• Loss of withdrawal right: the right is lost for goods made or configured to your specifications (e.g. custom Kinematics Max configurations) and for digital content where you have given express prior consent to begin performance and acknowledged loss of the right (Art. 16 lit. (c), (m) Directive 2011/83/EU).
• Statutory conformity guarantee: a 2-year guarantee of conformity for goods sold to consumers in the EU under Directive (EU) 2019/771 / Polish Consumer Rights Act §43a et seq.
• Out-of-court dispute resolution:the European Commission's ODR platform is available at ec.europa.eu/consumers/odr. We are not obliged and do not commit to participate in alternative dispute resolution before a consumer ombudsman.

7. Acceptable use

You agree not to:

• Use the Service unlawfully or in breach of any applicable regulation;
• Infringe any intellectual property, privacy, or other rights;
• Transmit malicious code, attempt unauthorised access, probe, scan, or test the vulnerability of the Service without our prior written permission;
• Reverse-engineer, decompile, or disassemble closed-source components except to the extent expressly permitted by mandatory law (e.g. Art. 6 of Directive 2009/24/EC);
• Remove or alter proprietary notices;
• Use the Service for spam, deceptive content, or to generate content that infringes others' rights;
• Use the Service in any of the prohibited high-risk applications listed in §10, or in violation of export controls or sanctions (§13).

We may suspend or terminate access for breach of this section.

8. Intellectual property

We and our licensors own all intellectual property in the Service except for (i) open-source components (governed by their respective licences) and (ii) your User Content. Subject to your payment of applicable fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service for your internal business purposes during the subscription term.

OpenKinematics, OpenBrain, Kinematics Mini, Kinematics Max, and the OpenKinematics logo are trademarks of Lagodish Tech. All other trademarks are the property of their respective owners (see Disclaimer).

9. User Content & Marketplace

You retain ownership of any code, models, datasets, configurations, recordings, descriptions, or other materials you upload ("User Content"). You grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, copy, transmit, display, distribute, and (where you explicitly publish to the Marketplace) make available your User Content to third parties solely as necessary to operate and provide the Service.

You represent and warrant that (i) you own or have all rights necessary to grant the above licence, (ii) the User Content does not infringe any third-party rights or violate any law, and (iii) you will indemnify us under §14 for any claim to the contrary.

Notice and takedown: if you believe content on the Service infringes your rights, send a written notice to [email protected] including (a) identification of the work, (b) the URL of the alleged infringement, (c) your contact details, (d) a good-faith statement, (e) a statement under penalty of perjury that the information is accurate and you are authorised to act, and (f) your signature. We will respond in accordance with the EU Digital Services Act (Regulation (EU) 2022/2065) and, where applicable, the US DMCA.

10. Robotics safety, AI/ML output & prohibited high-risk uses

Robotics safety. Our hardware and software cause physical machines to move. Robots can injure people, damage property, or cause loss. You are the integrator and operator of the resulting machine and are solely responsible for risk assessment (e.g. EN ISO 12100), safe commissioning, supervision, emergency stop and safety-rated functions (e.g. EN ISO 13849, IEC 61508, EN ISO 10218, ISO/TS 15066), CE / UKCA / FCC / KC / NRTL marking of the resulting machine, and compliance with the EU Machinery Regulation (Regulation (EU) 2023/1230) and any local occupational safety law. Until you have completed such assessment, operate the system only in a controlled, fenced, supervised environment.

AI/ML outputs.Reinforcement-learning policies and other machine-learning components are inherently non-deterministic, may behave unexpectedly, and may fail without warning. Outputs are provided "as is" with no warranty of correctness, fitness, or safety. You must validate every policy in your environment before deployment, monitor it during operation, and maintain a means to safely stop or override it at any time.

Prohibited high-risk uses. Without our prior written authorisation, you must not use the Service in or for: (a) life-critical medical devices or clinical decision-making; (b) on-road autonomous vehicles intended for public roads; (c) aviation, spaceflight, or watercraft autopilots; (d) nuclear facilities, life-support systems, or critical infrastructure where failure could cause loss of life or large-scale environmental harm; (e) autonomous weapons, lethal-force targeting, biological/chemical/nuclear weapons; (f) mass surveillance, social scoring, or biometric categorisation prohibited under the EU AI Act (Regulation (EU) 2024/1689); (g) any use violating sanctions or export controls.

If you operate in any sector that the EU AI Act classifies as "high-risk", you remain solely responsible for high-risk-system obligations (risk management, data governance, human oversight, technical documentation, conformity assessment, post-market monitoring) for the AI system you deploy using our components.

11. Disclaimer of warranties

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR AS REQUIRED BY MANDATORY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. STATEMENTS ABOUT INTEGRATION TIME (e.g. "under one hour"), COST SAVINGS (e.g. "$200,000+"), OR PLATFORM UPTIME (e.g. "99.9%") ARE TARGETS BASED ON TYPICAL CUSTOMER EXPERIENCE, ARE NOT GUARANTEES, AND ACTUAL RESULTS MAY VARY. UPTIME COMMITMENTS, IF ANY, ARE GOVERNED BY A SEPARATE WRITTEN SERVICE LEVEL AGREEMENT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) OpenKinematics'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FROM ANY CAUSE OF ACTION, IS LIMITED TO THE GREATER OF (i) THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED EUROS (€100).

Nothing in these Terms excludes or limits liability that cannot be excluded by law, including (i) liability for death or personal injury caused by negligence, (ii) liability for fraud or fraudulent misrepresentation, (iii) liability for defective products under Directive 85/374/EEC and its successor (Directive (EU) 2024/2853 / Polish implementing law), or (iv) consumer rights that cannot be waived.

13. Export controls & sanctions

The Service includes hardware (e.g. NVIDIA Jetson modules) and software that may be subject to export controls under EU Regulation (EU) 2021/821 (dual-use), the US Export Administration Regulations (15 CFR §730–774), and equivalent regimes. You represent and warrant that you are not (a) located in, or a national or resident of, a country subject to comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine) and (b) not listed on any sanctions or denied-party list (EU CFSP, UN, US OFAC SDN/Entity/Denied Persons, UK OFSI). You agree not to export, re-export, or transfer the Service in violation of these laws and to comply with all end-use, end-user, and reporting requirements. We may decline or cancel any order on export-control or sanctions grounds without liability.

14. Indemnification

You agree to defend, indemnify, and hold harmless OpenKinematics, its owners, employees, contractors, suppliers, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to (a) your use of the Service, (b) your User Content, (c) your breach of these Terms, (d) your violation of any law or third-party right, (e) the integration, deployment, or operation of any robot or autonomous system using the Service, or (f) any prohibited high-risk use under §10.

15. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, riots, strikes, epidemics or pandemics, governmental action, embargoes or sanctions, supply-chain failures, fire, flood, earthquake, network or utility outages, or cybersecurity incidents not caused by the affected party's negligence.

16. Termination

Either party may terminate a subscription for material breach not cured within 30 days of written notice. We may suspend or terminate access immediately for (a) non-payment beyond 14 days, (b) suspected security or sanctions risk, or (c) breach of §7 (Acceptable use) or §10 (Prohibited uses). Sections 4–6, 8–14, 17–19 survive termination.

17. Governing law & jurisdiction

These Terms are governed by the laws of the Republic of Poland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The exclusive courts of competent jurisdiction are the courts of Warsaw, Poland. Where you are a consumer, this clause does not deprive you of the protection of the mandatory consumer-protection rules of the country of your habitual residence; you may bring proceedings in your local courts and Polish consumer-protection law applies in addition to your local rules where more protective.

18. Changes to these Terms

We may update these Terms from time to time. We will post the revised version on this page and update the "Last updated" date. For material changes that affect your rights, we will give at least 30 days' advance notice (e.g. by email or in-product banner) before they take effect. Continued use of the Service after the effective date constitutes acceptance.

19. Miscellaneous

• Entire agreement: these Terms together with any written order, quote, SLA, or DPA constitute the entire agreement between the parties.
• Severability: if any clause is unenforceable, the remainder remains in effect.
• No waiver: failure to enforce a provision is not a waiver.
• Assignment: you may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of substantially all assets.
• Notices: to us, by email to [email protected] with copy to the postal address in §1; to you, by email to the address on your account.
• Language: these Terms are concluded in English. A Polish translation is available on request; in case of inconsistency, the English version prevails (subject to mandatory consumer rules).
• Independent contractors: the parties are independent contractors; nothing creates a partnership, joint venture, or agency.