RoboKind Customer Agreement

THESE CUSTOMER TERMS AND CONDITIONS AGREEMENT (this "Customer Agreement"), effective as of the date set forth on the signature page (the “Effective Date”), is entered into by and between RoboKind, LLC, a Texas limited liability company ("RoboKind"), with offices located at 1601 Bryan Street, Suite 4220, Dallas, Texas 75201 and ________________________, a_____________________ (“Customer”), located at _____________________________. RoboKind and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties”.

DESCRIPTION OF THE PRODUCTS AND SERVICES

EXHIBITS. The following agreements are incorporated in full as part of this Customer Agreement for all purposes:

End User License Agreement as displayed on each robot (“Display EULA”) robokind.com/roboteula

Terms of Service (“TOS”) https://www.robokind.com/tos

Privacy Policy https://www.robokind.com/privacy-policy

HIPAA and FERPA Compliance https://www.robokind.com/hipaa-and-ferpa-compliance

Exhibit A: Product Overview

Exhibit B: Limited Warranty

Exhibit C: End User License Agreement for RoboKind Software and Robot (“EULA”)

Exhibit D: RoboKind Support & Service Level Agreement (“SLA”)

Exhibit E: Professional Services Addendum

Exhibit G: Software as a Service Agreement (“SaaS Agreement”)

DEFINITIONS. For purposes of this Customer Agreement, the following terms will have the following meanings:

“Customer” means the individuals or entities, on a per-Site basis, whether public or private institutions or other parties, that subscribe to RoboKind Software and curriculum or purchase Products and Services from RoboKind, or a Reseller, for their own internal business or educational use, including for the access and use of Products and Services by End Users, and not for further resale or distribution.

“End Users” means the individuals or entities, whether public or private institutions or other parties, that access and use the Products and Services purchased by Customer, who (i) agree to be bound by the terms and conditions of this Customer Agreement and related agreements or Exhibits; and (ii) are specifically authorized by Customer to access the Products and Services. End Users include but are not limited to students, teachers, administrators, parents, and IT staff for each Site or program. Each End User will have varying rights, permissions and levels of access to the Products and Services based on their role or position.

“Products” mean RoboKind’s products including hardware, robots, accessories and Software, as currently being offered by RoboKind to Customers, or through a Reseller, as described in RoboKind’s Product Overview attached as Exhibit A.

“Site” means each physical school building, real property, or headquarters location for a school or school district; or the location(s) where each afterschool program or summer camp program is held, or an authorized residential location, and where End Users access and use the Products and Services. Any school, school district, related entity, afterschool program or summer camp program held online, each Site shall be based on the underlying building, real property, headquarters or location where classes or activities would normally be held in-person and where End Users would normally access and use the Products and Services.

“Software” means all software and curriculum that RoboKind may provide or make available as part of this Customer Agreement, as described in RoboKind’s Product Overview and Price Book, or as marketed and presented to Customer by RoboKind or Reseller. All Software shall be provided through a Site based subscription service, with either an unlimited or limited number of End Users allowed per Site, in connection to the robots or sold as a separate Software as a service subscription. Software shall include any updates, revisions and successor versions provided to supplement or replace any Software.

“Services” means the RoboKind technical support and service level terms and conditions currently offered by RoboKind, or through a Reseller or third-party vendor, and as provided to Customer, in connection with the operability, functionality, and availability of the Products and Software purchased by Customer. Services may also include Professional Services for purposes of this Customer Agreement.

SERVICES; RIGHTS GRANTED; and OBLIGATIONS.

Right to Use the Products and Services. RoboKind will provide the Products and Services described in one or more Purchase Orders in accordance with the terms and conditions of this Customer Agreement and the applicable Purchase Order. Each Purchase Order is incorporated into this Customer Agreement as if fully set forth herein. For the duration of the Product and Services term described in a Purchase Order, Customer will have a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide, limited right to use the Products and Services solely in connection with its internal operations including, internal business or home-based learning programs, subject to the terms and conditions of this Customer Agreement. The Products and Services are provided as described in, and subject to, the provisions in the Purchase Order. RoboKind will use its sole discretion to determine the manner or method for completing the Services.

No Software Delivery Obligation. Unless specifically set forth in a Purchase Order, RoboKind has no software delivery obligation and will not ship copies of any of the software programs used as part of the Products or to provide the Services to Customer. Upon the termination or expiration of the Purchase Order, Customer’s right to access or use the software programs, Products and Services will immediately terminate. All software will be provided in object code only, unless specifically provided otherwise in a Purchase Order or as part of a SaaS Agreement.

End User License Agreement for RoboKind Software and Robots (“EULA”). All Customers and End Users shall be required to agree to the End User License Terms and Conditions attached hereto as Exhibit C, prior to accessing or using the Software in connection with the robots and accessories, and any such access or use must be in accordance to these End User License Terms and Conditions. Notwithstanding anything herein to the contrary, if Customer orders a Software as a service subscription, RoboKind may require Customer to enter into a SaaS Agreement, in addition to or instead of the EULA.

Service Level. RoboKind will make the Services available in accordance with the RoboKind Technical Support and Service Level Agreement (“SLA”), attached at Exhibit D.

Professional Services. If Customer elects to engage RoboKind to provide Professional Services, the scope of the Professional Services and any deliverables (“Deliverables”) will be described in a separate Purchase Order(s) and will be provided in accordance with the terms and conditions of Exhibit E.

Data Sharing Agreement. As part of RoboKind’s legal obligations to comply with the privacy, data sharing, and confidential information provisions of the Health Insurance Portability and Accountability Act (“HIPPA”) and the Family Education Rights and Privacy Act (“FERPA”) regulations, as they apply to this Customer Agreement and to RoboKind’s business relationships with its Customers, each Customer may be required to enter into a Data Sharing Agreement regarding the storage, use, and disclosure of any data obtained or shared as part of this Customer Agreement. Such data may include but not be limited to individually-identifiable health information, and data regarding student education records and other confidential information. The Data Sharing Agreement shall be substantially in the form set forth in Exhibit F, or in a form as may be provided by each Customer, and as negotiated by and between the Parties to this Customer Agreement.

Software as a Service Agreement (“SaaS Agreement”). If Customer elects to order Software-as-a-service (“SaaS Service”) subscription which may be used separate and apart, or independent of the RoboKind robots and accessories, whereby Customers and End Users will receive a right to access and use the SaaS Service through a Site based subscription, with either an unlimited or limited number of End Users, the terms and conditions for such SaaS Service and subscription shall be substantially in the form as set forth in Exhibit G, or as may be negotiated by and between the Parties to this Customer Agreement. Notwithstanding anything herein to the contrary, if Customer orders Software in connection to the robots and accessories, RoboKind may require Customer to enter into the EULA, in addition to or instead of the SaaS Agreement.

Updates to Display EULA, TOS, Privacy Policy, HIPAA and FERPA Compliance, Product Overview, Limited Warranty, EULA or SLA. RoboKind may update or change its Display EULA, TOS, Privacy Policy, HIPAA and FERPA Compliance, Product Overview, Limited Warranty, EULA, or SLA in its sole discretion, and all changes will be effective immediately upon posting online, or if such Exhibit is not made available to Customers online, upon notification to Customer. Customer will be notified by email of any material changes to these agreements if Customer has previously provided RoboKind with a valid email, where such email address may be updated and treated as a Notice under Section 12 of this Customer Agreement.

Price Book; Modification or Deletion of Product and Service Offerings. RoboKind maintains a list of all Products, Software and Services currently being offered to Resellers and Customers, including product descriptions, SKUs/codes, and pricing (the “Price Book”). RoboKind, in its sole discretion may provide a copy of the Price Book to Customer but is not obligated to do so. Reseller shall not share any such Price Book with the Customer without the written authorization of RoboKind. RoboKind reserves the right from time to time, in its sole discretion and without liability to the Customer to: (i) change, add to or delete Products and Services from its Price Book or that RoboKind makes available to Customers; (ii) change or terminate the level or type of service or support that RoboKind makes available to Customers; and (iii) add to or delete any country or market segment that RoboKind makes available by providing written notice to Customer at least thirty (30) days prior to the effective date of the change (unless a longer period is required by law)

Software Renewals and Price Increases. Subject to the terms of any EULA or SaaS Agreement, and the applicable Purchase Orders, each monthly or annual Software license or subscription shall automatically renew for an additional Term, as defined in Section 10.2. Customer shall have a sixty (60) day period of time to provide written notification to RoboKind of Customer’s desire to opt-out of the automatic renewal of their license or subscription. Any such Renewal Term, as defined in Section 10.2, for a Software license or subscription shall be managed and negotiated directly with RoboKind, and not through a Reseller. RoboKind reserves the right to increase the prices for any Software Renewal Term upon thirty (30) days written notice to Customer, including an explanation for why such price increase is necessary. If Customer Terminates this Customer Agreement, a Purchase Order, or a Renewal Term prior to the expiration of any applicable Term, Customer shall not have a right to claim or collect any refund amounts for the Software licensing or subscription fees that were paid or pre-paid pursuant to each applicable Purchase Order.

Web Portal Access and Management. As part of any Products and Services purchased by Customer, Customer will be assigned an account and given access to RoboKind’s End User access and management tool (“RoboKind Central”). Customer may use RoboKind Central to manage End User access, rights, and permissions for Products, Software licenses and subscriptions, and Services. Customer shall have access to any Customer Data, as defined in Section 5.3, stored in RoboKind Central for a period of one (1) year after the expiration or Termination of this Customer Agreement.

Reseller Relationship. Customer may purchase the Products and Services through a Reseller pursuant to this Customer Agreement. Notwithstanding, RoboKind reserves the right to take over the relationship with any Customer should the relationship between Customer and Reseller be damaged or in default due to unsatisfactory service provided by Reseller to Customer, if Reseller is no longer an authorized service provider for RoboKind, or upon Customer default or breach as defined in Section 10.3 of this Customer Agreement.

Relationship of the Parties. The parties are independent contractors. Nothing in this Customer Agreement or in the activities contemplated by the parties under this Customer Agreement will be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Each party will be deemed to be acting solely on its own behalf and has no authority to bind the other to any third party.

Order of Precedence. In the event of a conflict between the terms of this Customer Agreement and the terms of a Purchase Order submitted by a Reseller, that Purchase Order submitted by Reseller will control. This Customer Agreement and all such Purchase Orders take precedence over any purchase or service order issued by Customer, which may be accepted by RoboKind for administrative convenience only, but the terms and conditions of any such Customer purchase or service order will be null and void and will not take precedence over this Customer Agreement or any Purchase Orders placed by a Reseller. Notwithstanding, if Customer does not have a contractual relationship with a Reseller or is purchasing Services directly from RoboKind pursuant to the SLA or professional services addendum, the purchase or service order issued by Customer shall take precedence over this Customer Agreement.

Use of Subcontractors; Right to Change Location from which Services are Provided. RoboKind may, in its discretion, engage subcontractors to perform Services under this Customer Agreement, provided such subcontractors are required to comply with the confidentiality and other obligations described in this Customer Agreement. Engagement of a subcontractor will not excuse RoboKind from any of its obligations under this Customer Agreement and RoboKind will be liable for any breach of this Customer Agreement by its subcontractors. RoboKind may change the location from which the Services are provided to any RoboKind facility in the United States upon ninety (90) days prior written notice to Customer, provided such relocation does not have a material adverse impact on RoboKind’s Services under a Purchase Order.

Non-Exclusive Agreement. The arrangement set forth in this Customer Agreement is non-exclusive and this Customer Agreement will not prevent or prohibit either party from entering into similar agreements with other providers or purchasers or licensors or subscribers, as the case may be, of products or services similar to those under this Customer Agreement.

1. INTELLECTUAL PROPERTY; LICENSE TO ROBOKIND IP.

   1. RoboKind owns or has licenses or right, title or interest and all other proprietary or intellectual property rights (“Intellectual Property Rights”) in and to (i) all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, inventions, licenses and other intellectual property rights enforceable in the United States for the Products and Software, and for (ii) the processes, software, utilities, know how, works of authorships, databases, formulae, algorithms, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems or procedures, and methods of operation that RoboKind will use to perform RoboKind’s Services and Professional Services and to provide Deliverables as applicable under this Customer Agreement, including but not limited to, know-how, templates, project tools, and all Licensed Software or Software provided as a service (collectively, “RoboKind IP”). RoboKind IP does not include Customer Data or Deliverables, to the extent the Deliverables do not include any underlying RoboKind IP. RoboKind or its licensors reserve all Intellectual Property Rights in the RoboKind IP. RoboKind, in its sole discretion, may grant to Customer a limited, personal, non-commercial, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the RoboKind IP for the term of the applicable Purchase Order, as necessary, solely for the limited purpose of carrying out the terms of this Customer Agreement, and only upon RoboKind’s prior written permission. Customer will not modify, disassemble, decompile or reverse engineer any hardware or software in the Services or RoboKind IP in any manner whatsoever. Further, Customer will not otherwise use the RoboKind IP except as expressly permitted pursuant to this Customer Agreement.

   2. Customer may engage RoboKind to develop Deliverables, such as custom interfaces, training programs or curriculum to be used in connection with the Services. The Deliverables will be specifically identified in the Professional Services addendum and set forth in the Purchase Order for Professional Services. All Intellectual Property Rights in the Deliverables will be owned by Customer to the extent the Deliverables do not have any underlying RoboKind IP included. If any RoboKind IP is included in the Deliverables, RoboKind will maintain ownership in the Deliverables as RoboKind IP.

   3. Customer also retains all ownership and Intellectual Property Rights in and to its confidential information and to any and all data and information (such as electronic files, materials, data, text, audio, video, images, etc.) uploaded, transmitted, stored, retrieved, processed, submitted, or otherwise made available by Customer or an End User in connection with the Products and Services (“Customer Data”). Such Customer Data shall also be subject to the terms of the Data Sharing Agreement. RoboKind may compile non-identifying, aggregate, statistical information related to the performance of the Services, and may make such information publicly available, provided that such information is anonymized or does not contain any personally identifiable or Customer-specific information.

   4. RoboKind will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use the Deliverables as required to provide the Services or Professional Services set forth in the applicable Service Order(s) and to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to operation of the Services.

      1. LIMITED WARRANTY AND DISCLAIMERS; SUSPENSION OF SERVICES.

Limited Warranty. RoboKind’s limited warranty for Products and Software shall be as set forth in Exhibit B and shall constitute Customer’s sole and exclusive remedies for any warranty related claims or Losses.

Services Warranty. Subject to the limitations described below, RoboKind warrants that the Services and Deliverables will perform in all material respects in accordance with description of the Services and Professional Services in the Purchase Order.

Disclaimer of Warranties. ROBOKIND DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT ROBOKIND WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT ROBOKIND DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ROBOKIND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS CUSTOMER AGREEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, ROBOKIND DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Suspension of Software or Services. RoboKind may suspend Software or Services if: (i) the Products, Software or Services are being used in violation of this Customer Agreement; (ii) Customer fails to cooperate with any investigation of a suspected violation of this Customer Agreement; (iii) the Products, Software or Services have been accessed or manipulated by a third party without RoboKind’s consent; (iv) RoboKind has not received applicable fees for the Products or Services five (5) days’ after notice has been provided to Customer (and/or Reseller, if applicable) in accordance with Section 12; or (v) required by law. For further clarification of Sec. 7 a Customer’s access to Software or Services may be suspended if Customer fails to pay RoboKind (where the parties have a direct relationship), or where Customer’s Reseller fails to pay RoboKind (even if Customer has paid its Reseller, and in which case RoboKind may seek direct payment from Customer). In addition, if a network or part of a network utilized by Customer undergoes a denial of service attack which causes an impact to RoboKind Products or Services, RoboKind may, at its sole discretion, utilize scrubbing services to remove denial of service traffic, or temporarily suspend or route advertisement of customer networks during the attack. RoboKind will use commercially reasonable efforts to provide advance notice of a suspension of access to Software or Services and opportunity to cure, unless suspension is necessary to protect Products or Services or Customer or other customers from imminent and significant operational or security risk. If suspension results from Customer’s breach of this Customer Agreement, fees for the Products or Services during the suspension will continue to be charged. A reinstatement fee may be charged upon reinstatement of Products or Services suspended due to a breach of this Customer Agreement.

Access to Customer Data. Subject to the terms and conditions of the Data Sharing Agreement, Customer acknowledges and agrees that, unless required by law, it will not have access to any Customer Data during a suspension of the Services. Unless specifically assigned to RoboKind in a Purchase Order, Customer is responsible for maintaining current and reliable backups of its Customer Data and RoboKind has no obligation to help recover such Customer Data. If the terms of this Section 6.5 should conflict with the Data Sharing Agreement, the Data Sharing Agreement shall control.

Customer Data. Subject to the terms of the Data Sharing Agreement, Customer is responsible for retrieving Customer Data and content upon the termination or expiration of an applicable Purchase Order. If Customer has not retrieved its Customer Data upon termination or expiration of the applicable Purchase Order or this Customer Agreement, RoboKind may destroy Customer Data that is in the possession or control of RoboKind. If the terms of this Section 6.6 should conflict with the Data Sharing Agreement, the Data Sharing Agreement shall control.

FEES, TAXES, INVOICING AND PAYMENT.

Note: For this Section 7, in the event that Customer is purchasing Products and Services through a Reseller, Customer will be subject to Resellers pricing, invoicing, and terms of payment; however, in no event will RoboKind be responsible for the payment of any sales, use, VAT, excise or similar taxes levied on the Products and Services (other than RoboKind’s income taxes). Further, in the event of non-payment by Customer’s Reseller, RoboKind reserves the right to: (a) invoice and collect directly from Customer, and/or (b) suspend or terminate Customer’s account for non-payment in accordance with Sections 6.4 or 10.3.

Fees & Taxes. RoboKind will invoice Customer for the Products, Services and Professional Services as set forth in the applicable Purchase Order. All fees due are non-cancelable and the sums paid nonrefundable. Customer is solely responsible for the payment of all sales and use, VAT, duties, tariffs or other similar charges or taxes on the Products and Services, other than taxes based upon RoboKind’s income. All fees set forth in an applicable Purchase Order are exclusive of taxes. Applicable taxes payable by Customer will be separately itemized on invoices.

Due Date. All undisputed fees are due thirty (30) days from the date of receipt of the invoice (“Due Date”). Customer must provide RoboKind written notice of any disputed fees within ten (10) days from the date of receipt of the invoice, where such notice should communicate to RoboKind the reasons for disputing the invoice. All fees that are not disputed by Customer within ten (10) days of receipt of the invoice are conclusively deemed accurate. If Customer desires to dispute an invoice or any portion thereof, Customer will pay the undisputed portion of such invoice by the Due Date, and the parties will work in good faith to resolve any disputed fees; however if the disputed fees remain unresolved, RoboKind may terminate for cause pursuant to Section 10.3 of this Customer Agreement. Any undisputed fees not paid by the Due Date will accrue interest on the overdue balance from the Due Date at the rate of one and one-half percent (1.5%) per month, or the maximum lawful rate allowable under applicable law, whichever is lower. If RoboKind commences legal proceedings to collect any undisputed fees or payments due to it under this Customer Agreement, Customer will be responsible for and will pay all reasonable attorneys’ fees, collection fees, court costs and any other reasonable collection-related expenses incurred by RoboKind.

Responsibility for Payment. Customer will be responsible for all fees and amounts due under the applicable Purchase Order, regardless of whether such Purchase Order is placed by Reseller or directly by Customer.

Increases. Notwithstanding any other provision to the contrary, RoboKind may increase the charges applicable to any Products and Services provided under a Purchase Order (i) for increases in third party charges, or (ii) in its sole discretion, upon thirty (30) days written notice to Customer.

INDEMNIFICATION.

RoboKind’s Obligations. Subject to the limits of liability contained in this Customer Agreement, RoboKind will indemnify, defend and hold harmless Customer, and its officers, directors, agents, and employees from and against any losses, claims, penalties, fines, awards, costs, judgments, damages, liabilities or expenses, including reasonable attorneys’ fees, or the like (“Losses”) incurred by Customer and directly arising out of:

1. any claim for bodily injury or death of any individual, or the loss, damage or destruction of any real or tangible personal property, resulting from willful misconduct, gross negligence, or fraudulent acts or omissions by RoboKind; or

2. any Infringement Claim by a third-party related to the Services. “Infringement Claim” is defined as a claim or action alleging infringement of (i) any U.S. patent issued as of the Effective Date of this Customer Agreement, or (ii) any trademark, copyright, or trade secret, enforceable in the U.S. RoboKind will have no indemnity obligation to Customer if an Indemnification Claim results from (i) a correction, alteration, or modification of the Services not provided, or approved in writing, by RoboKind, or (ii) the combination or use of the Services with other services or anything which was not provided, or approved in writing, by RoboKind.

Customer’s Obligations. Subject to the limits of liability contained in this Customer Agreement, Customer will indemnify, defend and hold harmless RoboKind, its officers, directors, agents, and employees from and against any Losses incurred by RoboKind and arising out of or relating to or based upon:

1. Customer’s use of the Products, Software, Services, Professional Services, or Deliverables in violation of any applicable law; or

2. any claim for bodily injury or death of any individual, or the loss, damage or destruction of any real or tangible personal property, resulting from willful misconduct, gross negligence, or fraudulent acts or omissions by Customer; or

3. any Infringement Claim, or any other sort of action or cause of action, asserted by a third party relating to any Customer Data. Subject to the terms of the Data Sharing Agreement, Customer will have no indemnity obligation to RoboKind if an Indemnification Claim or other action results from changes or alterations to the Customer Data or materials which were done by RoboKind without approval in writing from Customer.

Procedure. Upon receiving notice of any claim for indemnification set forth in this Section 8, the party entitled to indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”). The Indemnifying Party, at its sole expense, will assume control of the defense of any such claim; however, the Indemnified Party may, at is sole cost and expense, participate in the defense. The Indemnifying Party will not settle any claim without the Indemnified Party’s prior written consent, where such consent will not be unreasonably withheld, conditioned or delayed.

Option. In addition to the foregoing indemnification obligations, if all or any part of a Product, Software, Service, Professional Services, or the Deliverables is subject to an Infringement Claim, RoboKind may, at its sole discretion and expense: (a) procure for Customer the right to continue using the Product, Software, Services, Professional Services, or Deliverables; or (b) modify or replace the allegedly infringing aspect of the Product, Software, Services, Professional Services, or Deliverables and make them non-infringing, provided, however, that such modification or replacement will not degrade the operation or performance of the Product, Software, Services, Professional Services, or Deliverables. If neither of the remedies in Section 8.4(a) or (b) is commercially reasonable, RoboKind may terminate any applicable Purchase Orders or this Customer Agreement and refund Customer any pre-paid fees for Product, Software, Services, Professional Services, or Deliverables not yet provided.

CONFIDENTIALITY.

Definition. “Confidential Information” means: (a) any non-public technical or business information of a party, including without limitation any information relating to a party’s techniques, algorithms, software, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information; (b) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally and is identified as “Confidential” at the time of disclosure; and (c) the specific Terms of this Customer Agreement.

Exclusions. “Confidential Information” will not include any information that (a) is or becomes generally known to the public through no fault or breach of this Customer Agreement by the receiving party; (b) the receiving party can demonstrate by written evidence was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information or otherwise in breach of this Customer Agreement; or (d) the receiving party rightfully obtains from a third party not under a duty of confidentiality and without restriction on use or disclosure.

Obligations. Each party will maintain in confidence all Confidential Information of the other party and will not use such Confidential Information except as expressly permitted in this Customer Agreement. Each party will take all reasonable measures to maintain the confidentiality of the other party’s Confidential Information, but in no event less than the measures it uses to protect its own Confidential Information. Each party will limit the disclosure of such Confidential Information to those of its employees and contractors with a bona fide need to access such Confidential Information in order to exercise its rights and obligations under this Customer Agreement; provided that all such employees and contractors are bound by a written non-disclosure agreement that contains restrictions at least as protective as those set forth in this Customer Agreement.

Injunctive Relief. Each party understands and agrees that the other party may suffer irreparable harm in the event that the receiving party of Confidential Information breaches any of its obligations under this Section 9 and that monetary damages may be inadequate to compensate the non-breaching party for such breach. In the event of a breach or threatened breach of any of the provisions of this Section 9, the non-breaching party, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by the other party.

TERM; TERMINATION.

Term of Agreement. The term of this Customer Agreement will begin on the Effective Date or the date on the first Purchase Order, whichever is earliest, and the Agreement will remain in full force and effect for the period specified in each Purchase Order and for so long as there is an outstanding Purchase Order (the “Term”). This Customer Agreement may be terminated by the parties by mutual written agreement or by a party for cause, as described in Section 10.3, in which case all Purchase Orders will also be terminated.

Term of Purchase Orders. Each Purchase Order will specify an initial defined term (the “Purchase Order Initial Term”), commencing on the “Billing Commencement Date.” The Billing Commencement Date for the purchase of Products is the date RoboKind accepts the Purchase Order in writing or ships the Products (robots and accessories) or the date from which a Subscriber receives the applicable Software. The Billing Commencement Date for Services or Professional Services shall be, as applicable, the date specified in the Purchase Order or Professional Services order or statement of work.

1. termination of such Purchase Order by either party for cause as described in Section 10.3 below;

2. termination of such Purchase Order upon mutual written consent of the parties; or

3. expiration of the Purchase Order Initial Term with no renewal, as described in this Section 10.2

Termination for Cause. A party may terminate a Purchase Order and/or this Customer Agreement:

1. upon receipt of written notice (specifying the default or breach) from the non-defaulting party, if the other party is in default or breach of a material obligation in a Service Order or this Customer Agreement. If such default or breach can be and is cured within thirty (30) days after receipt of written notice, then the Purchase Order and Agreement will remain in effect;

2. as set forth in Section 14.11; or

3. if the non-terminating party enters into liquidation (apart from a solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or part of its assets or enters into an arrangement with its creditors or takes or suffers any similar action.

Effect of Expiration or Termination. Upon expiration or earlier termination of this Customer Agreement, Customer shall immediately discontinue use of the RoboKind IP and, without limiting Customer’s obligations under Section 8, Customer shall delete, destroy, or return all copies of the RoboKind IP and certify in writing to the RoboKind that the RoboKind IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees under all outstanding Purchase Orders and/or that may have become due before such expiration or termination, plus related taxes and expenses, and any past due payments, within thirty (30) days of such expiration or termination, or entitle Customer to any refund.

LIMITATION OF LIABILITY.

CAP ON DAMAGES. Except for Losses arising out of or relating to a party’s indemnification obligations under Section 8, or for any other liability which may not be excluded by law, each party’s aggregate liability arising out of or relating to this Customer Agreement or a Purchase Order will be limited to the amount paid, and amounts accrued but not yet paid, for the Product(s) and Service(s) that are the subject of the claim during the six 6) months prior to the occurrence of the events giving rise to the claim. Notwithstanding any language to the contrary in this Customer Agreement or a Purchase Order, for Losses arising out of or relating to a party’s indemnification obligations under Section 8, each party’s aggregate liability will be limited to five hundred thousand U.S. dollars ($500,000.00 USD).

LIMITATION ON TYPES OF RECOVERABLE DAMAGES. In no event will RoboKind be liable for any of the following types of losses: loss of profits or revenue, loss of business or goodwill, or business interruption, or any punitive or any other type of indirect, special, incidental or consequential damages arising out of this Customer Agreement, a Product Order or the performance or breach thereof. This limitation of liability will apply regardless of the theory of liability on which such loss is based, such as in contract, tort, or any other theory, and the limitation will apply whether a party has been advised of the possibility of such loss.

Acknowledgement. Each party acknowledges and agrees that the cap on damages and the limitations of liability and damages contained in this Section 11 are fundamental elements of this Customer Agreement and that the Products, Software, Services, Professional Services, and Deliverables would not be provided without such cap and limitations. Without limiting the foregoing, in the event any remedy under this Customer Agreement is determined to have failed of its essential purpose, the parties intend that all limitations of liability and remedies and all exclusions of, and caps on, damages provided for in this Customer Agreement will remain in full force and effect. Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages, in those jurisdictions, the parties agree that the liability of each party will be limited to the fullest extent permitted by such jurisdiction.

NOTICES. Any and all notices or other communications or deliveries required between the parties will be in writing and in the English language and will be deemed effective as follows: (i) if delivered in person, on the date it is delivered; (ii) if sent by certified or registered mail, postage prepaid, return receipt requested, five (5) business days from the date such notice was posted through the U.S. Postal Service (or other applicable postal delivery service), (iii) if sent by nationally recognized overnight courier, one (1) business day after the sender provides it to the courier for dispatch; (iv) if by e-mail properly addressed to the receiving party at the address provided by the receiving party and sent via the Internet as may be evidenced by computer records or any archival copy kept in the ordinary course of business by the sender, provided the sender sends it before 6:00 p.m. Central Standard Time on a business day in the U.S., the Notice will be deemed effective on the date it was sent; otherwise it will be deemed effective on the next U.S. business day. Any notices or other communications or deliveries required will be sent to each party at the address set forth at the beginning of this Customer Agreement, or to such other address provided in writing to the other party in accordance with this Customer Agreement, or in the case of Support Services, notice information may be changed in accordance with the SLA.

AUDITS AND INSPECTIONS. For the purpose of verifying compliance with this Customer Agreement, RoboKind (and RoboKind’s authorized representatives) shall have the right, during normal business hours upon reasonable advance notice and without material disruption to Customer’s business, to audit and inspect from time to time Customer’s offices, books and records relevant to the Products and Services and to observe the use made of the Products and Services and the manner in which each End User accesses the Products and Services. If RoboKind’s records pursuant to this Section or otherwise indicate that (i) more End Users are accessing the Products and Services than Customer has paid for, (ii) more Services are being accessed by Users than Customer has been billed for, or (iii) the Products and Services are being used for Sites not authorized under this Customer Agreement or the Exhibits, Customer shall pay RoboKind the shortfall in applicable Fees retrospectively to the date of the applicable increase. If such underpayment exceeds 5 % of the Fees due during the relevant period, Customer shall reimburse RoboKind for RoboKind’s reasonable costs associated with such audit or inspection.

GENERAL.

Assignment. A party may not assign this Customer Agreement, or any of its rights, obligations or privileges under this Customer Agreement, by operation of law or otherwise, without the prior written consent of the other party. A party may, however, without having to obtain the other party’s prior written consent, assign this Customer Agreement, and its rights, obligations and privileges under this Customer Agreement, to any successor by merger, or any purchaser of all or substantially all of the assets or a majority of the stock of such party, provided such successor is not a competitor of the other party. Any attempted assignment, delegation or assumption of this Customer Agreement not in accordance with this Section will be null and void and of no force or effect. The terms and conditions of this Customer Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

Equitable Relief. Each party is entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek equitable relief in a court of competent jurisdiction.

Arbitration. Any dispute, claim, or controversy (“Disputes”) arising out of or related to this Customer Agreement shall be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall take place in Dallas, Texas, USA. Reseller acknowledges and agrees that the terms of this Section 14.3 do not apply to any breach or alleged breach of confidentiality or proprietary rights provisions and that, in the event of any such breach of alleged breach, RoboKind will be entitled to equitable and injunctive relief in addition to all other remedies provided by this Customer Agreement or available at law.

Modifications, Amendments, or Waivers. No modification or amendments to this Customer Agreement or any Purchase Order will be valid unless made in writing and signed by the duly authorized representatives of both parties. No waiver of any provision of this Customer Agreement will be valid unless made in a writing signed by a duly authorized representative of the party waiving such provision.

Severability. If any provision of this Customer Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Customer Agreement and such other provisions will remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.

Survival. The terms, conditions or warranties contained in this Customer Agreement that by their sense and context are intended to survive the performance thereof by either party will so survive the completion of the performance or termination of this Customer Agreement, including without limitation, Section 6.3 (Disclaimer of Warranties), Section 8 (Indemnification), Section 9 (Confidentiality), Section 11 (Limitation of Liability), and the relevant sections of this Section 14 (General).

Compliance with Laws; Export. Each party will comply with all applicable laws, regulations, and codes (including procurement of permits and licenses, when needed) of their respective states, territories, and/or countries in the performance of this Customer Agreement, provided such compliance is not in violation of the U.S. Government’s Export and Anti-boycott Rules and Regulations. The Services and related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and other applicable laws. Customer represents and warrants that it will (a) comply strictly with all legal requirements established under these controls; (b) cooperate fully with RoboKind in any audit or inspection that relates to these controls; and (c) not export, re-export, divert or transfer, directly or indirectly, any such item to any country or person who or which is embargoed by Executive Order or any applicable law, including any rules, regulations or policies promulgated thereunder, unless Customer has obtained the prior written authorization of RoboKind and the appropriate governmental authority. Customer will indemnify, defend and hold RoboKind harmless from all claims, damages and related expenses (including reasonable attorneys’ fees) incurred by RoboKind that result from Customer’s breach of this provision.

Limitations on Actions. Each party agrees that no claim (other than Infringement Claims) related to or arising under this Customer Agreement will be brought more than two years after the time that the claim accrued.

Waiver. Any failure or delay by either party to exercise or partially exercise any right, power or privilege will not be deemed a waiver of any of the rights, power or privileges under this Customer Agreement. A waiver by either party of a breach of any term, condition, or provision of this Customer Agreement will not operate as, or be construed as, a waiver of any subsequent breach.

Governing Law; Jurisdiction & Venue. Any and all claims arising under or related to this Customer Agreement will be governed by the laws of the State of Texas, USA. This Customer Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising under or related to this Customer Agreement will be in a state or federal court with competent jurisdiction located in the City and County of Dallas, Texas, and each party agrees not to bring an action in any other venue. Each party agrees to waive all objections to this venue and agrees not to dispute the personal jurisdiction or venue of these courts.

Force Majeure. Except for payments amounts owed under this Customer Agreement, a party will not be liable for damages resulting from delay or default (provided that party is without fault in causing such delay or default), if such delay or default is caused by conditions beyond its reasonable control, including without limitation, acts of God; natural disasters; war or other hostilities; labor disputes; civil disturbances; pandemics, disease, or epidemics; governmental acts, orders or regulations; or failures or fluctuations in electrical power, heat, lights, air conditioning or telecommunications equipment (each a “Force Majeure Event”). The party affected by the Force Majeure Event must immediately provide notice to the other party in writing of the reason for the delay or default and the likely duration of the delay or default. Except for payments owed under this Customer Agreement, the performance of the party (or parties) affected by the Force Majeure Event, will be suspended during the Force Majeure Event. If, however, performance is not resumed within sixty (60) days after receiving notice of the Force Majeure Event, the other party may, by notice in writing, immediately terminate this Customer Agreement.

Media Releases. Each party will treat this Customer Agreement and its terms as confidential and will make no press release or disclosure, whether written, oral or otherwise, regarding the existence of this Customer Agreement or transactions contemplated by this Customer Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding any language to the contrary in this Customer Agreement, a party may make any disclosure to the extent required by applicable laws, including securities laws or the rules of any stock exchange where a party’s securities are traded. Additionally, RoboKind may list Customer as a customer on RoboKind’s website and on publicly available customer lists without obtaining Customer’s prior written consent, provided that RoboKind does not imply an endorsement of RoboKind’s products or services by Customer.

Non-Solicitation of Employees. During the term of this Customer Agreement and for a period of one (1) year after termination or expiration of this Customer Agreement, each party agrees that it will not, directly or indirectly, for itself or on behalf of any person or entity, solicit any employees of the other party for the purpose of inducing such employees to terminate their employment to become employees or independent contractors. The foregoing will not apply to nonspecific general solicitations (e.g., Internet or newspaper).

Entire Agreement. This Customer Agreement (including the Display EULA, TOS, Privacy Policy, HIPAA and FERPA Compliance, Limited Warranty, EULA, SLA, and any applicable Exhibits) and the executed Purchase Orders constitute the entire agreement, understanding and representations, expressed or implied, between RoboKind and Customer with respect to the subject matters described, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. Headings used in this Customer Agreement are for ease of reference only and will not affect the construction or interpretation of this Customer Agreement.

Execution and Counterparts. RoboKind and Customer each represents and warrants that the individuals signing below are duly authorized to execute this Customer Agreement on behalf of the party for which they are signing. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format) and electronic signatures will be accepted as original signatures. This Customer Agreement may be executed in multiple counterparts, which, when assembled, will constitute the entire Agreement.

Robots4autism® (R4A):

Through years of research, development, and partnerships with schools and centers around the world, we have seen that Autistic students using the robots4autism curriculum show observable increases in engagement: eye contact, body language and social interactions. Working with one of three RoboKind robot models, learners develop lifelong tools to engage in social situations, have a better understanding of facial expressions in communication, and calm down/self-regulate when experiencing stressful situations. The robots4autism® program is an evidence based, social, emotional and behavioral curriculum for people with autism and other deficits.

1. The robots4autsim® curriculum includes over 140 lessons, covering topics in communication, emotion expression and recognition, socialization and self-regulation.

2. Actionable data is created through embedded assessment.

3. School and home-oriented lessons and materials.

Additionally, the robots4autism® program includes generalization activities which help students use the skills they learn with other people, training and professional development and great support resources.

Robots4STEM® (R4S):

The robots4STEM® program is the next generation coding and programming experience for students to learn the fundamentals of visual, block coding. A “plug and play” solution that surprises and delights learners in grades 3-5, robots4STEM® introduces computer science/coding through 72 hours of learning and activities.

A standards-informed curriculum, the robots4STEM® program consists of three core components:

Additionally, the robots4STEM® program provides a comprehensive Curriculum Guide including lesson (mission) overviews, lesson plans with objectives, extension activities, and a complete vocabulary list as well as self-guided activities that extend learning.

The robots4STEM® program is competency-based and self-paced. Students progress at their own pace developing confidence, competence, and agency. Educators do not need any background, experience or training in computer science or robotics to facilitate the program.

Students are engaged from the onset and learn to “gain and maintain” the concepts they have mastered while the curriculum is scaffolded and naturally progresses, thus promoting a continuum of learning. Embedded assessing provides both the learner and educator real time feedback on demonstrated competency rather than waiting to the end of a lesson or the course. Students can suspend and resume their lessons empowering them to continue their learning in and out of the instructional day.

The robots4STEM® program is designed to be used as little as one hour per week and is easily adapted to integrate seamlessly into several different instructional settings including Project Based Learning (PBL), with opportunities for individual, small group and full class projects; before and after school programming, computer labs, maker movement spaces, classroom station rotation, and weekly or quarterly specials to name just a few of the implementations currently using robots4STEM®.

Designed by educators for educators, the robots4STEM® program creates a learning environment where the focus is on overall student engagement and collaboration. More than coding, the robots4STEM®program is making it possible for schools and school districts to introduce computer science in an effective, cost sensitive, and time efficient way.

This R25 brand product and the RoboKind Software, as supplied and distributed by RoboKind, and delivered as manufactured, in the carton to the original customer purchaser, is warranted by RoboKind against manufacturing defects in materials and workmanship for the qualifying limited warranty periods under the following terms and conditions:

One (1) Year Software: This limited warranty begins on the original date of purchase, and is valid only on Software purchased. If Software is found to be defective in material or workmanship under normal use for a period of one (1) year from the date of original purchase receipt, RoboKind’s entire liability and your exclusive remedy shall be the replacement of the RoboKind Software or the R25. Any updates or supplements to the Software provided to you after the expiration of the One (1) year period are not covered by any warranty or condition, express, implied or statutory unless through a warranty if applicable.

Three (3) Years labor and parts: This limited warranty begins on the original date of purchase, and is valid only on products purchased and does not include installation, removal or installation. In the case of batteries, a Warranty Period of six (6) months shall apply. Additional batteries may be purchased through www.robokind.com or through your reseller or distributor.

Warranty Service Request: To obtain warranty service, support or other information, please visit our website at www.robokind.com. RoboKind will repair or replace Products and Software, at our option and at no charge to purchaser (or Customer) with new or reconditioned parts, if found to be defective during the limited warranty periods specified above. Warranty repairs must be performed by RoboKind’s authorized service center. To receive warranty service, the original dated bill of sale must be presented upon request as proof of purchase to RoboKind’s authorized service center.

To request service, the purchaser (or Customer) must contact RoboKind directly for problem determination and service procedures. Any request submitted to a Reseller will not be accepted, but must be resubmitted directly to RoboKind. A request must be requested by purchaser (or Customer) and accepted by RoboKind before an item may be returned. Returned items must be like-new when received, and in their original shipping boxes, including the customized carrying case designed for each R25. Items received that do not meet these criteria will not be credited and must be picked up from RoboKind’s warehouse by purchaser’s (or Customer’s) shipper within thirty (30) days or they will be disposed of. In such instance purchaser (or Customer) will still be obligated and liable for to pay the full price of the Product.

All replaced parts and products become the property of RoboKind and must be returned to RoboKind. Replacement parts, products and software assume the remaining original warranty, or 90 days, whichever is longer. If a part, Product or Software is returned outside the Limited Warranty periods, freight charges and insurance in any direction are the purchaser’s or Customer’s responsibility. Any damage in shipment is the purchaser’s or Customer’s responsibility. There is no refund for damaged products. Any refunds provided are at RoboKinds sole and absolute discretions, and strictly in the form of credits. Not cash.

This limited warranty covers manufacturing defects in materials and workmanship encountered in normal, and, except to the extent otherwise expressly provided in this statement, non-commercial use of the Software and Products, and shall become void or not apply to the following, including but not limited to:

Defects that are the result from accident, abuse, misapplication, of Software, including but not limited to Software that: (i) has been altered or modified, except by RoboKind; (ii) not been installed, operated, repaired, or maintained in accordance with instructions supplied by RoboKind; (iii) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; (iv) is used in ultra-hazardous activities; (v) has been used with or subjected to virus-related problems; (vi) is used with other non-RoboKind equipment or devices; (vii) is used with other non-RoboKind software that has not been approved for use by RoboKind (such as security software); and (viii) has been used in breach of user rights, obligations, or restrictions and other provisions in the End User License Agreement for RoboKind Software and R25 (“EULA”) or a Software as a Service Agreement (“SaaS Agreement”) that purchaser or Customer may have entered into with RoboKind. RoboKind makes no warranty, either express or implied, regarding non-RoboKind software. RoboKind does not warrant uninterrupted or error-free operation of the Software.

Damage which occurs in shipment; applications and uses for which this Product was not intended; use of the Product in violation of any and all safety or use instructions; failures or problems which are caused by products or equipment not supplied by RoboKind; accidents, misuse, abuse, neglect, misapplication, fire, water, lightning or other acts of nature; incorrect electrical line voltage, fluctuations or surges; damage caused by improper installation; product alteration or modification; improper or unauthorized repair; exterior finish or cosmetic damage; failure to follow operation instructions, customer adjustments, maintenance and environmental instructions that are covered and prescribed in the instruction book; use of non- RoboKind or unauthorized parts, supplies, accessories or equipment which damage this product or result in service problems; failures or problems due to incompatibility with other equipment. RoboKind does not warrant uninterrupted or error-free operation of the Products.

ALL OPEN SOURCE SOFTWARE, FREEWARE AND SHAREWARE EMBEDDED OR INCLUDED IN THE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE LISTED AND DESCRIBED ABOVE, AND NO WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY AFTER THE EXPRESS WARRANTY PERIOD STATED ABOVE, AND NO OTHER EXPRESS WARRANTY OR GUARANTY GIVEN BY ANY PERSON, FIRM OR CORPORATION WITH RESPECT TO THIS PRODUCT SHALL BE BINDING ON ROBOKIND. ROBOKIND SHALL NOT BE LIABLE FOR LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF ROBOKIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL RECOVERY OF ANY KIND AGAINST ROBOKIND BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCT OR SOFTWARE SOLD BY ROBOKIND AND CAUSING THE ALLEGED DAMAGE. WITHOUT LIMITING THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PURCHASER AND PURCHASER’S PROPERTY AND TO OTHERS AND THEIR PROPERTY ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT SOLD BY ROBOKIND NOT CAUSED DIRECTLY BY THE GROSS NEGLIGENCE OF ROBOKIND. THIS LIMITED WARRANTY SHALL NOT EXTEND TO ANYONE OTHER THAN THE ORIGINAL PURCHASER OF THIS PRODUCT, IS NONTRANSFERABLE AND STATES YOUR EXCLUSIVE REMEDY. Some states do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

Important - Read Before Using. Do not use the robot (“R25”) accompanying this license agreement (“Agreement”) until you have carefully read and agreed to the following terms and conditions. By using the R25, you agree to be bound by the terms of this Customer Agreement and any amendment or addenda accompanying this Customer Agreement. If you do not agree to these terms, do not use the R25.

The R25 contains an electronic and software interface that allows you to control or modify its behavior, and remotely monitor its sensors. For software programmers interested in giving R25 new functionality, we encourage you to do so subject to the terms of this Customer Agreement. For more information, visit www.robokindrobots.com.

1. License Grant: Subject to all of the terms and conditions of this Customer Agreement, RoboKind grants you a revocable, royalty-free, personal, non-exclusive, nontransferable, non-assignable, non-commercial intellectual property license: (1) to use the R25 software contained on the R25, including the protocol for communicating with the R25 software contained on the R25 (“RoboKind Software”), to use the R25 and (2) to distribute software that you develop for your R25 (“Your Software”).

2. Non-Commercial: You may use the RoboKind Software and the R25 only for personal, educational, therapeutic, and research purposes. The RoboKind Software and the R25 may not be used for any other purpose, whether “for profit” or “not for profit” except where permitted by additional agreements. Any work performed or produced using the R25, including Your Software, cannot be performed or produced for the benefit of other parties for a fee, compensation, or any other reimbursement or remuneration. A separate license is required for each additional use and/or individual user in all other cases. If you are an entity, RoboKind grants you the right to designate one site or location within your organization to have the right to use the RoboKind Software and the R25 in the manner provided above.

3. Commercial License: If you would like to request a commercial license for your use of the RoboKind Software or the R25, or for the distribution of Your Software, please contact info@robokindrobots.com. RoboKind reserves the right to refuse your request for any reason or no reason at all, solely in its discretion.

4. License Restrictions: You may NOT: (i) use or copy the RoboKind Software or the R25 except as provided in this Customer Agreement; (ii) rent or lease the RoboKind Software or the R25 to any third party; (iii) assign this Customer Agreement or transfer the RoboKind Software or the R25 except as provided in this Customer Agreement; (iv) modify, adapt, or translate the RoboKind Software or the R25 in whole or in part except as expressly provided in this Customer Agreement; (v) reverse engineer, decompile, or disassemble the RoboKind Software or the R25; or (vi) distribute, sublicense or transfer the source code form of Your Software and derivatives thereof to any third party except as provided in this Customer Agreement.

5. Your Software: Use and distribution of Your Software is also subject to the following limitations: You (i) shall be solely responsible for any update or support obligation or other liability which may arise from your use or distribution, (ii) shall not make any statement that Your Software is “certified,” or that its performance is guaranteed, by RoboKind, (iii) shall not use RoboKind’s name or trademarks, (iv) shall prohibit disassembly and reverse engineering of the RoboKind Software and the R25, (v) shall not publish reviews of RoboKind products designated as beta without written permission from RoboKind, and (vi) shall indemnify, hold harmless, and defend RoboKind and its suppliers from and against any claims or lawsuits, including attorney’s fees, that arise or result from Your Software, including your use and your distribution.

6. Title: Title to the RoboKind Software remains with RoboKind and/or its designated suppliers. The RoboKind Software is licensed, not sold. The RoboKind Software and the R25 are copyrighted and patented and are protected by the laws of the United States and international treaty provisions. Except as expressly provided herein, RoboKind does not grant any express or implied right to you under RoboKind patents, copyrights, trademarks, or trade secret information. You will not remove any copyright or patent notice from the RoboKind Software or the R25.

7. One- Time Transfer: The initial user of the RoboKind Software and the R25 may make a one- time permanent transfer of this Customer Agreement, the RoboKind Software, and the R25 to another end user if such change is registered with RoboKind, provided the initial user retains no copies of the RoboKind Software and the R25. This transfer must include the RoboKind Software, the R25, and all of the materials accompanying the R25 (including all component parts and printed materials, any upgrades, and this End User License Agreement document). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the RoboKind Software and the R25 must agree to all the terms of this Customer Agreement.

8. No Warranty and Limited Replacement: EXCEPT AS STATED IN THE LIMITED WARRANTY TO THE ORIGINAL PURCHASER, THE ROBOKIND SOFTWARE AND THE R25 ARE PROVIDED “AS IS” WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ROBOKIND OR ITS AGENTS SHALL CREATE A WARRANTY. If the RoboKind Software or the R25 is found to be defective in material or workmanship under normal use for a period of One (1) year from the date of original purchase receipt, RoboKind’s entire liability and your exclusive remedy shall be the replacement of the RoboKind Software or the R25. This offer is void if the defect results from accident, abuse, misapplication, or Your Software. Any updates or supplements to the RoboKind Software or the R25 provided to you after the expiration of the One (1) year period are not covered by any warranty or condition, express, implied or statutory unless through a warranty if applicable. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Limitation of Liability: THE ABOVE REPLACEMENT PROVISION IS THE ONLY WARRANTY OF ANY KIND. ROBOKIND OFFERS NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NON INFRINGEMENT OF THIRD- PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ROBOKIND NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, VICARIOUS LIABILITY, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ROBOKIND SOFTWARE, THE R25, OR YOUR SOFTWARE, EVEN IF ROBOKIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. Unauthorized Use: THE ROBOKIND SOFTWARE AND THE R25 ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE USE OF THE ROBOKIND SOFTWARE OR THE R25 COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. Should you use the RoboKind Software or R25 for any such unintended or unauthorized use, you shall indemnify and hold RoboKind and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that RoboKind was negligent regarding the design or manufacture of the RoboKind Software, the R25, or any part or portion thereof.

11. User Submissions: You agree that any material, information or other communication, including all data, images, sounds, text, and other things embodied therein, that you transmit or post to a RoboKind website or provide to RoboKind (“Communications”) will be considered non-confidential. RoboKind will have no confidentiality obligations with respect to the Communications. You agree that RoboKind and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications, including derivative works thereof, for any and all commercial or noncommercial purposes without the payment of any royalty to you, and that such license will survive the termination of this Customer Agreement.

12. Termination: This Customer Agreement becomes effective on the date you accept this Customer Agreement and will continue until terminated as provided for in this Customer Agreement. You may terminate this Customer Agreement voluntarily at any time. RoboKind may terminate this Customer Agreement at any time if you are in breach of any of its terms and conditions, and may refuse to license the RoboKind Software or the R25 to you after termination. Upon termination by either party, you will immediately return to RoboKind or destroy the RoboKind Software and the R25 and all your copies thereof. Articles 6 and 8 through 18 of this Customer Agreement shall survive such termination.

13. U.S. Government Restricted Rights: The RoboKind Software and the R25 are provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the RoboKind Software or the R25 by the Government constitutes acknowledgment of RoboKind’s rights in them.

14. No Export: You may not export the RoboKind Software or the R25 in violation of applicable export laws.

15. Interpretation: The provisions of this Customer Agreement are severable. If any provision of this Customer Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Customer Agreement.

16. Integration: This Customer Agreement represents the complete agreement concerning the subject matter hereof, and any and all understandings, conversations and communications, proposals, and counterproposals, oral and written (including any draft of this Customer Agreement) are merged into and superseded by this Customer Agreement and shall be of no force or effect, except as expressly provided herein. No such understandings, conversations, communications, proposals, counterproposals or drafts shall be referred to in any proceeding concerning this Customer Agreement. Further, no understanding contained in this Customer Agreement shall be modified, altered or amended, except by a writing signed by the party against whom enforcement is sought.

17. Arbitration: All disputes relating to this Customer Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration. Any arbitration relating to this Customer Agreement shall be held in Dallas, Texas, under the auspices of an arbiter selected by RoboKind. Any litigation relating to this Customer Agreement shall be subject to exclusive venue and jurisdiction in the federal and state courts of Texas, with the losing party responsible for costs, including without limitation, court costs and reasonable attorney’s fees and expenses.

18. Applicable Laws: Any claim arising under or relating to this Customer Agreement shall be governed by the internal substantive laws of the State of Texas, without regard to its principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

© 2011-2021 RoboKind, PO Box 130299, Dallas, Texas 75313 USA. All rights reserved. RoboKind and R25 are registered trademarks of RoboKind LLC.

In addition to the terms and conditions of the Agreement, this Professional Services Addendum will apply in the event Customer elects to engage RoboKind to provide Professional Services relating to the Services, such as installation, configuration, project management and training.

The Professional Services and associated Deliverables will be described in a Purchase Order/Statement of Work as mutually agreed between the parties.

The Professional Services will be provided on either a time and materials basis or a fixed fee basis as set forth in the Purchase Order/Statement of Work.

RoboKind will provide the Professional Services during RoboKind’s Business Hours. RoboKind will use commercially reasonable efforts to accommodate nominal out-of-Business Hours work, for the purposes of coordination or key service steps which reasonably require performance out of hours (such as installation of a component which could be disruptive to services) upon prior arrangement. Requests for out-of-Business Hours Professional Services beyond nominal requests will be available at an additional charge.