SERVICE TERMS AND CONDITIONS

Last Modified: February 8, 2022

These Services Terms and Conditions (this “Agreement”) is a legal agreement between you ("Customer," "you," or "your") and Rabot Inc. ("Rabot" "we," or "us"), governing Customer’s access to and use of the Services. If Customer is using the Services or creating an account on behalf of an entity, then “Customer” includes Customer and that entity, and Customer represents and warrants that the individual accepting this Agreement is an authorized representative of the entity with the authority to bind the entity to this Agreement.

THIS AGREEMENT TAKES EFFECT WHEN CUSTOMER (I) ENTERS INTO AN ORDER FORM WITH RABOT, (II) CLICKS THE "ACCEPT" BUTTON, OR (III) ACCESSES OR USES THE SERVICES (the "EFFECTIVE DATE"). BY ENTERING INTO AN ORDER FORM WITH RABOT, CLICKING ON THE "ACCEPT" BUTTON, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT;

(B) REPRESENTS AND WARRANTS THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF CUSTOMER DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.

   
   

   "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

   
   

   "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

   
   

   "Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

   
   

   "Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Feedback, Usage Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

   
   

   "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

   "Documentation" means any manuals, instructions, or other documents or materials that Rabot provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Rabot Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

   
   

   “Export Data" means any data that is made available to Customer or its Authorized Users for download through the Services for use pursuant to the terms of this Agreement.

   
   

   "Fees" means the fees for the Services set forth in the Order Form.

   
   

   "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Rabot Systems as intended by this Agreement. Harmful Code does not include any Rabot Disabling Device.

   
   

   "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

   
   

   "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

   
   

   "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

   
   

   “Order Form" means any form executed by or on behalf of Customer (such submission or execution may be online or through other electronic means), and accepted by or on behalf of Rabot, for Customer's purchase of the Services (and excluding any general terms and conditions supplied by Customer). The Order Form shall identify the Services ordered by Customer, the quantities and term thereof, fees payable, and applicable Customer information.

   
   

   “Permitted Sites” means the packing sites listed where the Services will be made available as set forth in an applicable Order Form.

   
   

   "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

   
   

   "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit,

   post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

   
   

   “Rabot Data” means any data, content or other information provided or made available by or on behalf of Rabot in connection with the provision or use of, or access to, the Services, including without limitation Export Data.

   
   

   "Rabot Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Rabot or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Rabot or its designee.

   
   

   "Rabot Materials" means the Services, Documentation, Rabot Data, and Rabot Systems and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Rabot in connection with the Services or otherwise comprise or relate to the Services or Rabot Systems. For the avoidance of doubt, Rabot Materials include Usage Data and any information, data, or other content derived from Rabot's monitoring of Customer's access to or use of the Services, but do not include Customer Data.

   
   

   "Rabot Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Rabot or any Subcontractor.

   
   

   "Rabot Systems" means the information technology infrastructure used by or on behalf of Rabot in performing the Services, including all computers, software, hardware (including hardware supplied to Customer), databases, electronic systems (including database management systems), and networks, whether operated directly by Rabot or through the use of third-party services.

   
   

   "Representatives" means, with respect to a party, that party's employees, officer, agents, independent contractors, subcontractors, and legal advisors.

   
   

   "Services" means (i) RabotPack packaging and fulfillment optimization platform, and such other services that are provided to Customer by Rabot from-time-time as set forth in an applicable Order Form, (ii) the Rabot Materials, and (iii) any hardware, software, and other technologies or reports, which are provided or used by Rabot in connection with the Services.

   
   

   Territory” means the United States.

   
   

   "Usage Data" means data generated from or related to the usage, configuration, deployment, access, and performance of the Services, and may be derived from the Customer Data, but shall not include Customer Data. Usage Data may consist of information regarding user input (such as touch panel, keyboard, and trigger use), maintenance and parts records, production data, information from any sensors, and use with peripherals. For the avoidance of doubt, Rabot shall have the right collect and Usage Data and shall own all Usage Data.

   
   

2. Services.

   
   

   1. Access and Use. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Rabot hereby grants Customer a

      non-exclusive, non-transferable (except in compliance with 13.8) non-sublicensable, right to access and use the Services during the Term in the Territory, solely for Customer's internal business purposes use by Authorized Users in accordance with the terms and conditions herein at the Permitted Sites.

      
      

   2. Documentation License. Rabot hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with 13.8) license to use the Documentation during the Term in the Territory solely for Customer's internal business purposes in connection with its use of the Services.

      
      

   3. Service Support. The Services include Rabot's standard customer support services as set out in the Order Form.

      
      

   4. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services are and will remain with Rabot.

      
      

   5. Changes. Rabot reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services to its customers; (ii) the competitive strength of or market for the Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

      
      

   6. Use Monitoring. Rabot reserves the right to monitor any Authorized User's use of the Services and to restrict or terminate any Authorized User's access to the Services, if Rabot, in its reasonable judgment suspects or determines that such Authorized User is violating applicable Law or this Agreement. Where Rabot is obligated to maintain management and monitoring protocols, Customer shall not interfere with any such protocols.

      
      

   7. Hardware Obligations. To the extent Rabot provides Customer any hardware under this Agreement, Customer agrees to (i) reasonably maintain and preserve such hardware, including by storing it in a secure location, with limited access and auditability, including the ability to track who is going in and out of the storage location(s); and (ii) use the hardware only for the Services. Without limiting Customer's obligations under this Agreement, Customer shall not (1) remove the hardware from the Permitted Sites; (2) use the hardware at any place other than the Permitted Sites; (3) remove, alter, disfigure or cover up any numbering, lettering, or insignia displayed upon the hardware; (4) change, add to, alter, or disfigure hardware; (5) use the hardware together with any software or service other than the Services; or (6) pledge such hardware as security or otherwise encumber the same. Unless otherwise specified in a purchase order or invoice, Rabot will retain ownership and title to any hardware provided under this Agreement. If applicable, Customer will provide secure, on-site storage sufficient to store any hardware provided by Rabot that is not assigned to a fixed location during the Term. The storage shall have access to power for charging and be accessible to Rabot personnel, if applicable. To the extent Customer uses any hardware not provided by Rabot in connection with the Services, Customer must maintain such hardware to a sufficient level so as to integrate properly with Rabot-provided hardware and the Services.

      
      

   8. Customer Facility Access Obligations. Customer shall provide Rabot with access to the Permitted Sites as necessary to provide the Services. Customer shall also provide sufficient space, foundations, operating conditions, and industry-standard secure Internet access and electrical connectivity at all Permitted Sites. Customer shall also provide Rabot with reasonable assistance related to the same.

   9. Subcontractors. Rabot may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

      
      

   10. Suspension or Termination of Services. Rabot may, directly or indirectly, and by use of a Rabot Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Rabot receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Rabot to do so; or (b) Rabot believes, in its discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities in connection with any of the Services; (iii) Customer's or any of its Authorized Users' use of the Services poses an imminent threat to the security or integrity of Services; or (iv) this Agreement expires or is terminated. This Section 2.10 does not limit any of Rabot's other rights or remedies, whether at law, in equity, or under this Agreement.

       
       

3. Use Restrictions; Service Usage and Data Storage.

   
   

   1. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except to the extent this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services, including any automated or non-automated "scraping" of Rabot Data; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User; (e) input, upload, transmit, or otherwise provide to or through the Services, Rabot Systems or Customer Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code to the Services; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Rabot Systems, or Rabot's provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof; (h) access or use the Servicesin any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law; (i) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to the Rabot's detriment or commercial disadvantage;

      (j) access or use the Services in, or in association with, the design, construction, maintenance, or

      operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or (k) use the Services to obtain unauthorized access to Rabot Data that would otherwise have required Customer to pay additional Fees; or (l) otherwise access or use the Services beyond the scope of the authorization granted under this Section 3.1.

      
      

4. Customer Obligations.

   1. Customer Systems and Cooperation.

      
      

      1. Customer has and will retain sole responsibility and liability for the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Rabot Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Rabot; (ii) results obtained from any use of the Services or Rabot Materials; and (iii) conclusions, decisions, or actions based on such use.

         
         

      2. Customer shall at all times during the Term: (i) set up, maintain, and operate in good repair all Customer Systems on or through which the Services are accessed or used; (ii) provide Rabot Personnel with such access to Customer's premises and Customer Systems as is necessary for Rabot to perform the Services; and (iii) provide all cooperation and assistance as Rabot may reasonably request to enable Rabot to exercise its rights and perform its obligations under and in connection with this Agreement.

      
      

   2. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

      
      

   3. Effect of Customer Failure or Delay. Rabot is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

      
      

   4. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Rabot of any such actual or threatened activity.

      
      

5. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. RABOT HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

   
   

6. Fees and Payment.

   
   

   1. Fees. Customer shall pay Rabot the Fees listed in an applicable Order Form in accordance with this 6.

      
      

   2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Rabot's income.

      
      

   3. Payment. Customer shall pay all Fees and Reimbursable Expenses within fifteen (15) days after the date of the invoice therefor, unless stated otherwise in an applicable Order Form. Customer

      shall make all payments hereunder in U.S. dollars. Customer shall make payments to the address or account as Rabot may specify in writing from time to time.

      
      

   4. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) Rabot may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Customer shall reimburse Rabot for all costs incurred by Rabot in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and if such failure continues for ten days following written notice thereof, Rabot may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

      
      

   5. No Deductions or Setoffs. All amounts payable to Rabot under this Agreement shall be paid by Customer to Rabot in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason).

      
      

   6. Reimbursable Expenses. Customer shall reimburse Rabot for out-of-pocket expenses incurred by Rabot in connection with performing the Services ("Reimbursable Expenses").

      
      

   7. Audits. Rabot or its nominee (including its accountants and auditors) may on reasonable request, and at Rabot’s cost, inspect and audit Customer's use of the Services, under this Agreement at any time during the Term. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Rabot with respect to such audit. Rabot shall only examine information directly related to Customer's use of the Services.

      
      

7. Confidentiality.

   
   

   1. Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to 7.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that (i) is disclosed to or observed or obtained by the Receiving Party from the Disclosing Party (or from a person the Receiving Party knows or reasonably should assume has an obligation of confidence to the Disclosing Party) and (ii) either is designated as confidential or proprietary in writing at the time of such disclosure or within a reasonable time thereafter or is of a nature that the Receiving Party knew or reasonably should have known, under the circumstances, would be regarded by the owner of the information as confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, data, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing, all Rabot Materials, including the Rabot Data, are the Confidential Information of Rabot. The terms of this Agreement are the Confidential Information of each of the parties.

      
      

   2. Exclusions. Except with respect to Rabot Data, the restrictions and obligations in this Section 7 shall not apply to any information that is Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any

      obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. For clarity, the restrictions and obligations in this Section 7 shall apply to the Rabot Data without limitation and without reference to this Section 7.2.

      
      

   3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

      
      

      1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

         
         

      2. except as may be permitted by and subject to its compliance with 7.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this 7; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this 7;

         
         

      3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

         
         

      4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and

         
         

      5. ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this 7.

         
         

      6. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

      
      

   4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 7.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

      
      

8. Intellectual Property Rights.

   
   

   1. Rabot Materials. All right, title, and interest in and to the Rabot Materials, including the Rabot Data, including all Intellectual Property Rights therein, are and will remain with Rabot. Customer has no right, license, or authorization to the Rabot Materials except as expressly set forth in 2.1. All other

      rights in and to the Rabot Materials are expressly reserved by Rabot. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Rabot an assignment of all right, title, and interest in and to the Usage Data, including all Intellectual Property Rights relating thereto.

      
      

   2. Customer Data. As between Customer and Rabot, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in 8.3.

      
      

   3. Consent to Use Customer Data. Customer hereby irrevocably grants to Rabot during the Term all such rights and permissions in or relating to Customer Data as are necessary or useful to Rabot, its Subcontractors, and the Rabot Personnel to enforce this Agreement and exercise Rabot's, its Subcontractors', and the Rabot Personnel's rights and perform Rabot's, its Subcontractors', and the Rabot Personnel's obligations hereunder.

      
      

   4. Feedback. Rabot shall own all right, title, and interest in and to any input, comments and suggestions provided to Rabot or its Affiliates under this Agreement (such input, comments and suggestions, collectively, “Feedback"), and Customer hereby irrevocably assigns to Rabot all right, title, and interest in and to any such Feedback, including all associated Intellectual Property Rights.

      
      

9. Representations and Warranties.

   
   

   1. Rabot Representations and Warranties. Rabot represents and warrants to Customer that Rabot will perform the Services in a professional and workmanlike manner.

      
      

   2. Customer Representations and Warranties. Customer represents and warrants to Rabot that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Rabot and Processed in accordance with this Agreement, the Customer Data do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

      
      

   3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN 9.1 SERVICES,INCLUDING THE RABOT MATERIALS ARE PROVIDED ON AN "AS IS" “AS AVAILABLE” BASIS. RABOT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RABOT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, INCLUDING THE RABOT MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

      
      

10. Indemnification.

    
    

    1. Rabot Indemnification. Rabot shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer to the extent resulting from any Action by a third party (other than an Affiliate of Customer) that Customer's or an Authorized User's use of the Services (excluding Customer Data) in accordance with this Agreement infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets. The foregoing obligation does not apply if the alleged infringement arises due to or in connection with: (a) Customer Data; (b) access to or use of the Rabot Materials in combination with any hardware, system, software, network, or other materials or service

       not provided by Rabot or specified for Customer's use in the Documentation; (b) modification of the Rabot Materials other than: (i) by Rabot; or (ii) with Rabot's advance written approval in accordance with Rabot's written specification.

       
       

    2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Rabot and its officers, directors, employees, agents, successors, and assigns (each, a "Rabot Indemnitee") from and against any and all Losses incurred by such Rabot Indemnitee resulting from any Action by a third party (other than an Affiliate of a Rabot Indemnitee) that arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Processing of Customer Data by or on behalf of Rabot in accordance with this Agreement; (b) an allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (c) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

       
       

    3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to 10.1 or 10.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

       
       

    4. Mitigation. If any of the Services are, or in Rabot's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Services is enjoined or threatened to be enjoined, Rabot may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Services and Rabot Materials materially as contemplated by this Agreement; (b) modify or replace the Services and Rabot Materials, in whole or in part, to seek to make the Services and Rabot Materials (as so modified or replaced) non-infringing; or (c) by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Rabot Materials.

       
       

    5. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RABOT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND RABOT MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

       
       

11. Limitations of Liability.

    
    

    1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLCABLE LAW, IN NO EVENT WILL RABOT OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN

       VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

       
       

    2. CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLCABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF RABOT AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO RABOT UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

       
       

12. Term and Termination.

    
    

    1. Term. This Agreement shall have the term set forth in the applicable Order Form (the "Term").

       
       

    2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

       
       

       1. Rabot may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than fifteen days after Rabot's delivery of written notice thereof; or (ii) breaches any of its obligations under 3.1, or 7; and

          
          

       2. either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

       
       

    3. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

       
       

       1. all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

          
          

       2. Rabot shall immediately cease all use of any Customer Data or Customer's Confidential Information and within thirty (30) days after expiration or termination of this Agreement Rabot shall (i) permanently erase all Customer Data from all systems Rabot directly controls, provided that, for clarity, Rabot's obligations under this Section 12.3(b) do not apply to any Usage Data, or at Customer’s request subject to 12.3(d), deliver to Customer the then most recent version of Customer Data maintained by Rabot;

          
          

       3. Customer shall immediately cease all use of any Services or Rabot Materials and within thirty

          (30) days (i) return to Rabot all Rabot-provided hardware, (ii) destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Rabot Materials, including the Rabot Data, or Rabot's Confidential Information, and (iii) permanently erase all Rabot Materials, including the

          Rabot Data, and Rabot's Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Rabot in a signed written instrument that it has complied with the requirements of this Section 12.3(c);

          
          

       4. notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control Rabot may retain Customer Data (i) in its then current state and solely to the extent and for so long as required by applicable Law; and (ii) in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course. All information and materials described in this Section 12.3(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; and

          
          

       5. Rabot may disable all Customer and Authorized User access to the Rabot Materials.

       
       

    4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.1, 7, 9.3, 10, 11, 12.3,

       this 12.4, and 13.

       
       

13. Miscellaneous.

    
    

    1. Further Assurances. On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

       
       

    2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

       
       

    3. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Rabot may, without Customer's consent, include Customer's name and other indicia in its lists of Rabot's current or former customers of Rabot in promotional and marketing materials.

       
       

    4. Notices. All notices permitted or required under this Agreement shall be in writing. If to Rabot, notices must be provided to the address set forth below in this Section 13.4, and shall be deemed to have been received (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. If to Customer, Rabot may provide notice to Customer's email address on file or through the Services or through other electronic communication, and such notices shall be deemed to have been received upon delivery. Either party may update its address with notice to the other party:

       
       

       If to Rabot: 101 Vinson St., Suite C, Arlington, TX 76010

    5. Interpretation. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

       
       

    6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

       
       

    7. Entire Agreement. This Agreement, together with the Order Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement.

       
       

    8. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Rabot's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Rabot's prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

       
       

    9. Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, epidemic, pandemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency, and (viii) shortage of adequate power or transportation facilities. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of sixty

       (60) days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

       
       

    10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        
        

    11. Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement

        will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

        
        

    12. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

        
        

    13. Export Control. Customer understands and acknowledges that the Services are subject to regulation by agencies of the United States, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Rabot to provide the Services shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including without limitation the U.S. Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the U.S. Department of Commerce, Bureau of Export Administration. Customer represents and warrants that Customer will comply with the U.S. Export Administration Regulations and other laws and regulations governing exports in effect from time to time.

        
        

    14. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

        
        

    15. LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SALE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

        
        

    16. Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations, would cause Rabot irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Rabot will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.