SBRC General Terms and Conditions

1. Interpretation

‘SBRC’ or ‘We’, ‘Us’ refers to SoftBank Robotics China Corp. (软银机器人（上海）有限公司, in Chinese), the company registered under the laws of People’s Republic of China (PRC), with its main business office at Room 101, Building 1, zone A, Lane 888, Tianlin Road, Minhang District, Shanghai, China.

'Buyer' or ‘You’ refers to the customer who is willing to procure Product from us under the Terms and Conditions.

‘Product’ means the humanoid robots that SBRC is entitled to sell to the Buyer, as specified in the executed Sales Quotation subject to the actual need of you.

2. Sales Quotation Acceptance

(a) By signing on the Sales Quotation, you confirm the accuracy of all contents contained therein, including the Customer information, delivery address, contact information, Product model, etc., and you accept the Sales Quotation together with this Terms and Condition as a full legal document which shall have contractual binding effects.

(b) Upon signature on the Sales Quotation, you agree that there is no need to execute a PO/Proforma Invoice, and in case there is any controversies lies between the Sales Quotation and other documents, the Sales Quotation shall take precedence.

3. Restrictions

3.1 Product Changes

Except as otherwise agreed in writing, the Buyer shall have no right to any new version, upgrade, improvements or modified Product.

However, SBRC and its affiliates reserve the right to make substitutions, modifications and improvements to the ordered Product, provided that such substitutions, modifications or improvements shall offer at least the same functionalities as the original element.

In case of a new version, substitution, modification or improvement, SBRC will provide the Buyer with a list of all such new version substitutions, modifications or improvements, and with the applicable price, terms and conditions in case they are different from this Terms and Conditions.

In the event SBRC provides to Buyer a new version, update, substitution, modification or improvement of the Product (or any of its hardware or software part) to avoid, limit or cure a risk, suit, claim or defect, Buyer shall immediately use such new version, update, substitution, modification or improvement. In the event Buyer does not respect the foregoing, Buyer shall assume all risk, cost, damages and liability. SBRC has no obligation to indicate the reason why a new version, update, substitution, modification or improvement is provided.

3.2 Cloud Computing Services

Availability of certain functionalities of the Product are subject to the performance of cloud computing services. As a way of example, the Automated Speech Recognition (“ASR”), Text to Speech, Application Delivery Engine (“ADE”, if any) functionalities as well as all functionalities using the Internet network depend on the performance of cloud computing services. Buyer recognizes and understands that the said cloud computing services are provided by third party provider. As far as permitted by the applicable law, SBRC does not warrant the performance of service provided by any third party.

Buyer is not allowed to enter into any arrangement or agreement to have the Product performing functionalities running with the cloud computing services unless agreed by SBRC prior in writing.

Certain cloud computing services may be subject to, without limitation, license, approval, certification or declaration to the relevant authorities in the relevant jurisdictions of the Territory. Buyer understands that such services are contingent upon necessary authorization and clearance from such authorities before launching any cloud computing activity including any services, functionality or software hosted in a server or which implies a distant server

request or a remote inquiry interfaces that may be subject to the aforementioned-requirements in the respective jurisdictions. Buyer shall duly assist SBRC or its affiliates in obtaining such authorization, clearance, license or approval when upon such contingencies.

3.3 No right to resell

Buyer shall in no circumstance resell or rent the Product unless a written approval is served by SBRC and under that particular case Buyer shall do so only under full compliance of the terms and conditions of this Terms and Conditions and within the scope of Buyer’s rights and benefits of the Products.

4. OBLIGATIONS OF BUYER

4.1 General obligations

1) The Buyer shall strictly comply with the user instructions set forth in the Documentation.

2) The Buyer shall not take any action to impair the reputation of the Product or of any other product of SBRC and its affiliates, or any action to impair the brands and trademarks of SBRC, its affiliates or its licensors.

3) The Buyer shall promptly inform SBRC of any potential defects discovered when using the Product.

4) The Buyer shall not use in any manner the Product or the Embedded Intellectual Property for any other commercial reason than the one(s) unless specifically agreed in the Agreement or any other supplemental agreement, in particular:

(a) not allow resell.

(b) not lease, rent, transfer, license or sublicense the Embedded Intellectual Property or any part thereof.

(d) not remodel or change the Product or develop any hardware, software or firmware (hereinafter “Buyer developed works”) and bundle or integrate said Buyer developed works with the Product without the prior written approval from SBRC or its affiliates.

5) The Buyer must strictly comply with all applicable laws and regulatory compliance requirements. The Buyer shall not act for illegal purposes, or in illegal manners, or in manners that may unfairly compete with SBRC or its affiliates, or may put SBRC or its affiliates in a disadvantaged position, including but not limited to any conducts in violation of the intellectual property rights of SBRC, its affiliates or their licensors, conducts in violation of anti-bribery and anti-corruption related laws and regulations .

6) The Buyer shall provide SBRC promptly with any information, material, software or specification as may reasonably be required for the proper performance of this Terms and Conditions including access to appropriate members of the Buyer’s staff. The Buyer is responsible for the completeness and accuracy of such information, material, software or specification.

7) Buyer understands that the Product is a high technology product which shall be use with due care.

8) Buyer understands and agrees to handle and stock the Product in safe environment and only by people who has the necessary skill to understand the Product and the associate risk.

9) The Buyer shall not alter, modify, decompile, disassemble, or reverse engineer the code of any embedded software, in whole or in part, except in the events and only to the extent expressly provided by law or the applicable license agreement.

10) The Buyer shall not modify, alter and adapt the Documentation except as otherwise agreed in writing by SBRC.

11) The Buyer undertakes not to do or permit to be done any act which would or might jeopardize or invalidate any registration of the embedded intellectual

property, patent or any element covered by this Terms and Conditions nor to do any act which would or might assist or give rise to an application to remove any of them or which would or might prejudice the right or title of SBRG or its licensor to any of such embedded intellectual property, patent or any element cover by this Terms and Conditions.

12)The Buyer shall strictly comply with any policies, instructions and guidelines set forth by SBRC, including but not limited to Buyer management policies, brand usage standard manuals, anti-commercial bribery policy, etc.

4.2 Training

Upon mutual agreement and at the expense of the Buyer, SBRC may provide training to Buyer’s staff.

4.3 Software Applications

4.3.1 Embedded Software Application

Software Application may be embedded natively in the Product.

Buyer understands and consents that some Software Application may be available for the Product but can be developed by third party. In such case SBRC or its affiliates does not ensure any maintenance and shall not be liable for any and all defects, bugs or problems related directly and indirectly to the said Software Application. The said Software Application is governed by the applicable End-user license agreement.

4.3.2 Buyer’s Software Application development

It is herein understood between the Parties that Buyer shall have the non-exclusive right to develop some Software Application for the Product. Buyer shall then have the right, under its own risk and liability, to:

(i) develop some Software Applications compatible with the Product and,

(ii) if available, publish and distribute the above-mentioned Software Applications through the dedicated application store or in other manner specified by SBRC or its affiliates.

Within the frame of this Terms and Conditions, Buyer is not allowed to develop any SDK that updates, interferes or conflicts with the operation of the NAOqi OS or qiSDK, or any SDK for robot motion control. For the avoidance of doubt, SDK corresponds to the intermediate programming components, used by Software Applications to get access to the robot’s internal operating systems and is the surface part of the robot’s embedded software.

The above rights are granted by SBRC to Buyer subject to Buyer’s prior:

a. participation to a training development session at Buyer’s own cost;

b. acceptation of any agreement(s) permitting Buyer’s:

- use of the relevant software development kit (SDK),

- development of a Software Application for the Product,

- integration of the Software Application within the Product;

c. registration to the dedicated application store or in other manner specified by SBRC or its affiliates with the acceptation of the relevant agreement(s) allowing the publishing, license, use or sale of the Software Application through the said application store or other manner specified by SBRC or its affiliates;

d. submission for certification of the Software Application whenever requested by the above agreement(s).

In the event Buyer desires to sub-contract or commission the development of the Software Application to a third-party developer, Buyer hereby commits and warrants that said third party will:

- develop the Software Application under Buyer’s name and control;

- agree that Buyer owns all the intellectual property of the commissioned Software Application;

- have participated to the above-mentioned training development session;

- respect all the terms and conditions indicated in this Section;

Buyer shall not enter into an agreement with the third-party developer that does not contractually commits and warrants to respect the above commitments and warranties.

The certification of the Software Application shall not constitute an endorsement or a warranty from SBRC or its affiliates. SBRC or its affiliates does not warrant that once certified the submitted Software Application will not generate any damage, be exempt of bug, properly working, conform to any applicable law or not counterfeiting or infringing any right. In no event the certification of a Software Application should increase SBRC or its affiliates’ liability. Buyer, as developer and publisher, shall ensure and hereby warrants that its Software Application will not generate any damage, is exempt of bug and will not infringe any third-party rights. Once certified the Software Application can be uploaded in the dedicated application store or accepted in other manner specified by SBRC or its affiliates, it can be presented by the Buyer as a certified Software Application for the Product.

4.3.3 Collection and Use of Personal Data

Buyer hereby commits to respect any and all applicable laws related to the Personal Data collection or use by any Software Application developed or published by Buyer.

In the event Buyer collects or processes any personal data through the Software Application, Buyer commits to respect all applicable laws related to the data privacy. Buyer should clearly indicate that all data collected through Software Application are collected and processed by Buyer, not SBRC or its affiliates.

4.3.4 Warranties

Buyer hereby warrants and certifies to be the sole and exclusive owner of the Software Application developed or published by Buyer.

Buyer hereby warrants that the Software Application developed:

- does not infringe any third party right,

- is fully compatible with the Product and SBRG Software,

- will not damage the Product,

- will not provide wrong or biased information or advice,

- is not or will not be qualified or classified as medical device and will not consequently make the Product or SBRG Software qualified or classified as medical device,

- will not impact the Product HS code, is in and of itself not harmful and will not generate any damage through the Product,

- does not contain any backdoor, virus, Trojan horse, spyware, malware or bugs,

- does not contain and is adequately protected against any breach, take over, piracy of any confidential information, personal data, SBRG Software, server or the Product.

Buyer warrants that during the term of this Terms and Conditions and years thereafter Buyer will continue to maintain and warrant its Software Application. All demand, action, request and question related to the Software Application will be handled by the Buyer at its own cost and risk. SBRC will however collaborate in good faith to support any such demand, action, request or question.

5. SHIPMENT, RISK OF LOSS, AND DELIVERY

5.1 Shipment and Delivery Term

All Products shall be shipped by SBRC with Buyer in accordance with trade term of EXW Shanghai warehouse (Incoterms 2010), unless otherwise stated in the Sales Quotation or agreed by SBRC and the Buyer in written. The Buyer may entrust SBRC to ship the Product to the designated address where it locates on behalf of the Buyer, provided that the expenses (including but not limited to the shipment, pick-up, custom clearance and insurance, etc.) shall be borne by the Buyer and indicated the said in the Sales Quotation. Unless otherwise agreed by SBRC, the Product shall be shipped in SBRC’s standard packaging.

5.2 Partial Delivery

SBRC may make partial shipments of Buyer’s orders, delay in delivery of any instalment shall not relieve Buyer of its obligation to accept the remaining deliveries, unless cancelled pursuant to this Terms and Conditions.

5.3 Delivery

Expected Delivery dates for the ordered quantities shall be specified in the Order. SBRC will make reasonable efforts to ship Products on Buyer’s requested delivery dates, provided that:

(i) SBRC has received full payment for the Products Price as agreed in the Sales Quotation; and

(ii) the Delivery lead time conforms to the lead time as agreed.

If SBRC is unable to meet Buyer’s delivery requirements, the Parties undertake to do their best to find an alternative reschedule delivery date. In the absence of such agreement and SBRC’s failure to ship Products on the requested delivery date, Buyer’s sole remedy, and SBRC’s exclusive liability, shall be to cancel the applicable and affected part of the Order.

All Products shall be checked by Buyer upon delivery. Once delivered all the product shall be deemed accepted by Buyer.

5.4 Risk

Unless expressly agreed by the Parties otherwise or stipulated in the Order, risks related to the ordered Products shall pass from SBRC to Buyer upon loading for shipping. At that time, SBRC’s liability as to delivery ceases.

6. WARRANTIES

6.1 Warranty

As far as permitted by the applicable law, any warranty other than set forth under this Section 6 is expressly excluded by SBRC. This warranty does not prevent the application of any others legal warranties whenever imperatively requested by the applicable law.

6.2 Software

This current warranty section does not apply to any software provided with or embedded in the Product. All terms and conditions, including warranty disposition, applying to the said software are indicated in the applicable license software agreement (EULA, software agreements, etc.). The non-acceptance of a EULA will affect the performance or the right to use the related software. It may also affect in whole or in part the performance or functionality of the Product. Those consequences shall not be considered as a defect of the Product. SBRC shall not be liable for any consequences related to the non-acceptance of a EULA.

6.3 Product

Buyer understands that the Product is a high technology product which should be handled and used with care. Buyer understands and agrees that the Product and all SoftBank Robotics Group. (“SBRG”) Software Suite are provided “AS IS”. To the extent permitted under applicable law, SBRC makes no warranties related to the internal characteristics of the Products, the uninterrupted or error-free operation of the Products, fitness of the Products for a particular usage of Buyer and Buyer’s requirements or compatibility of the Products with any other product or software.

6.4 Warranty Period

Except otherwise agreed to, SBRC warrants that the Product, excluding, but not limited to, charger, cables, or transport case, any software, consumable items and battery contained therein purchased hereunder will be free from defects of material and workmanship under normal use and service for a duration of twelve (12) month starting from the initial shipment date to the Buyer.

6.5 Repair or replacement

During the warranty period, SBRC may, at no charge and at SBRC’s option, either repair defective parts of the Product or replace defective parts of the Product with new or refurbished replacement parts.

No defective Product or defective part shall be returned to SBRC unless the Buyer informs SBRC and with the prior explicit consent of SBRC.

6.6 Product Shipment for Repair

Transportation of the defective Products under this Section 6, in their original boxes (or boxing according to SBRC’s recommendation), to and from SBRC premises, or to any other premises as per SBRC’s instructions, shall be organized by the Buyer under the responsibility of the Buyer. Consequently, Buyer represents and warrants that Buyer can manage and pay for Product transportation (shipping and pick-up at SBRC’s premises or at any other premises as per SBRC’s instructions) and handling costs, insurance and taxes during SBRC working days at the date agreed with SBRC. Buyer shall ensure that SBRC is able to maintain the proper contact with the transportation companies and the contact of the Buyer personnel in charge of transportation, in order to organize the delivery of the defective Product to SBRC premises, and to organize the pick-up of the repaired Products at SBRC premises.

If Buyer does not send the defective Product with predetermined box or in accordance with the packing instructed by SBRC or agreed by the Parties prior to the shipping, SBRC may refuse to accept for the repair.

6.7 Limitation

Notwithstanding anything to the contrary set forth herein, SBRC shall have no obligation to repair or replace any Product if such repair or replacement is necessitated in whole or in part by:

(i) misuse, abuse or abnormal use;

(ii) use not conform to the Documentation (if any) or this Terms and Conditions or any documents provided to Buyer;

(iii) fault or negligence of the Buyer;

(iv) catastrophe or accident or force majeure;

(v) intentional and repeated fall;

(vi) external electrical fault;

(vii) modifications made by the Buyer or a third party on Product, component or accessory (except otherwise allowed in other appropriate agreements);

(viii) opening or disassembly of the Product;

(ix) alteration, modification, installation, service or repair performed otherwise than by SBRC or without SBRC’s express permission;

(x) the use of the Product in conjunction with products, accessories, applications, software, services or ancillary or peripheral equipment not expressly approved or provided by SBRC;

(xi) not having updated the Product following a recommendation from SBRC;

(xii) using or implementing third party software or Software Application not in compliance of this Terms and Conditions;

(xiii) damage to the outer part of the Product that does not result from manufacturing, assembly, SBRG Software, or the intrinsic quality of the said outer part.

(xiv) the use of packaging boxes other than those with the specifications recommended by SBRC, or boxing the Product without following SBRC’s recommendations;

(xv) attempt to release brakes with keys that have not been provided by SBRC;

(xvi) use of any liquid, high-pressure water system, abrasives, solvents or heat exceeding the Documentation recommendation; and

(xvii) improper warehousing.

For the sake of clarity, to the fullest extent permitted by law, the contractual warranty given does not apply to any consumable items provided or battery (if any). The battery has to be used with the adequate Product only and in the strict conformity with the Documentation provided by SBRC. Buyer will be liable for any and all direct and indirect damages, compensation, expense and loss if it does not strictly conform to this disposition.

6.8 Request for Warranty Repair

Any inquiry to repair under Warranty Period shall adhere to including the content items as requested by SBRC.

6.9 Time for the Repair

SBRC shall expect to take about 3 weeks for repair is completed. However, it may be possible that its term will be longer than expected due to holidays or contents of the repair.

Before starting repair, SBRC may reset and delete all of the data registered / stored in Product. Buyer should do backup of the data. SBRC could not make any warranties on the data which Buyer owns.

If accessories are attached in Product, Buyer should remove it before shipping to SBRC from Buyer. At any chance, if Buyer send out for the repair without removing the accessories, SBRC shall assume that Buyer has abandoned the ownership of the accessories.

In addition, in no event will SBRC be liable in case of loss, modification, corruption, duplication or copy of data.

6.10 Warranty Exclusion

To the extent permitted by law, any warranty other than set forth under Section 6 is expressly excluded by SBRC.

6.11 Disposal

Buyer shall dispose of the Products only in strict compliance with applicable laws and regulations, and in accordance with SBRC’s instructions (if any).

7. INFRINGEMENT

SBRC and its affiliates will (i) defend or settle any suit brought by a third party against Buyer alleging that the Products, as delivered under this Terms and Conditions, infringe any issued patent, utility model, industrial design, copyright, trademark, and (ii) pay (excluding legal fees and expenses) the final court awarded damages resulting from such claims.

The foregoing obligations of SBRC and its affiliates are conditioned on Buyer:

(i) having no fault, omission for the applicable claim;

(ii) promptly notifying SBRC in writing of each claim;

(iii) cooperating with SBRC in, and granting SBRC sole control of, the defense or settlement of each claim; and

(iv) accepting that SBRG Software and Third-Party Software are excluded from the scope of this article.

SBRC or its affiliates has no obligation for any claim of infringement arising from:

(i) Product modifications by Buyer or a third party;

(ii) Product use not in accordance with the Agreement or any documents provided to Buyer;

(iii) use of the Product with products not supplied by SBRC unless such infringement results solely from the use of the Product without such combination; or

(iv) any other applicable circumstance specified in this section 7.

Should a Product give rise, or should SBRC or its affiliates be in the opinion that a Product may give rise to any such said claims, suits, disputes or complaints, SBRC or its affiliates shall, at its sole option and at its expense:

- replace or modify the Product so that it does not infringe any third party’s rights;

- terminate the Agreement and in case of early termination, no consideration or indemnity shall be payable to the Buyer for loss of profit, goodwill, creation of clientele advertising costs, costs of samples or supplies, termination of employees, employees’ salaries and other like or unlike items related with consequential damages; or

- in the event SBRC or its affiliates calls back all or part of the Products, Buyer shall only be entitled to have the concerned Products refund.

This section states SBRC and its affiliates’ entire liability and Buyer’s sole and exclusive remedy for infringement claims and actions on the Product.

8. LIMITATION OF LIABILITY

SBRC may only be held liable for direct and foreseeable damages arising out of this Terms and Conditions. The Parties expressly agreed to exclude SBRC’s liability for indirect or unforeseeable damages.

SBRC shall not be liable for costs of procurement of substitute products, nor for any loss of business, loss of revenue, loss of use or of data, incorrectness of data, loss of image, interruption of business, lost profits or goodwill, weakening of any elements of the assets or any indirect, special, incidental, exemplary or consequential damages of any kind arising out of or related to the Products, software, or the present Agreement, even if Buyer has been advised of the possibility of such loss or damages.　

SBRC shall not be liable for any damage resulting from the destruction of files or programs, non-compliance with the provided user instructions or misuse of the Products.

EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT SHALL SBRC, ITS AFFILIATES, OR THEIR LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, OR LOSS OF, DAMAGE TO, COMPROMISE, OR CORRUPTION OF DATA) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED. SUBJECT TO THE FOREGOING EXCEPTION, IN NO EVENT SHALL SBRC, ITS AFFILIATES, OR THEIR LICENSORS’ TOTAL LIABILITY UNDER THIS TERMS AND CONDITIONS EXCEED THE AMOUNT ACTUALLY PAID BY Buyer FOR THE PRODUCTS GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS AND CONDITIONS, IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE PRODUCTS, SBRC, ITS AFFILIATES, OR THEIR LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES.

To the fullest extent permitted by law, SBRC hereby disclaims any liability or responsibility to remedy regarding defective products.

In no event shall the global aggregate liability of SBRC under this Terms and Conditions exceed an amount equal to the sums paid by Buyer to SBRC under the Agreement during the period of twelve (12) months prior to the event giving rise to the liability claim.

To the extent permitted by the applicable law, the limitation period for claims against SBRC is thirty-six (36) months from the date of delivery to the Buyer.

9. INDEMNIFICATION

During the term of this Terms and Conditions, Buyer shall defend and hold harmless SBRC and its officers, directors, employees, agents, and stockholders (collectively, “SBRC Indemnitees”) from and against any and all Claims brought against SBRC Indemnitees by any third party and arising out of or relating to (a) any negligence or willful misconduct of Buyer or its agent, (b) any Software Applications it has developed or cause to be developed, or (c) any breach by Buyer of any of its obligations under this Terms and Conditions; excluding in any of the foregoing cases, any claims attributable to any SBRC Indemnitee’s breach of its obligations hereunder.

10. OWNERSHIP AND PROPRIETARY RIGHTS

10.1 Title and Ownership

Buyer acknowledges and agrees that, SBRC, its affiliates or their licensors solely and exclusively own all right, title, and interest in and to the Embedded Intellectual Property (including, without limitation, for the avoidance of doubt, any and all Software Applications developed by SBRC) and any and all Derivatives, including, without limitation, any and all goodwill related thereto or resulting therefrom. Buyer shall not contest, either directly or indirectly by assisting a third party, SBRC’s, its affiliates or their licensors sole and exclusive rights, including ownership rights, in and to the Embedded Intellectual Property. Furthermore, Buyer shall not challenge SBRC’s, its affiliates or their licensors title to the Embedded Intellectual Property or otherwise do or cause to be done anything which contradicts with such sole and exclusive ownership of SBRC, its affiliates or their licensors. Except as expressly provided herein, nothing in this Terms and Conditions shall be deemed to confer upon Buyer any right, title, or interest whatsoever in any of the Embedded Intellectual Property nor any elements mentioned in this Section.

The rights granted to Buyer under this Terms and Conditions do not transfer to Buyer any intellectual property rights to the Products and do not constitute a sale of such rights.

FOR THE AVOIDANCE OF DOUBT, NO RIGHT OR TITLE IN ANY SOFTWARE INCLUDED IN, OR PROVIDED WITH THE PRODUCTS PASSES TO Buyer.

In the event that any goodwill arises from any element indicated in this Section or from the Buyer being connected in the course of trade with any or all of the elements mentioned in this Section, Buyer agrees that all and any such goodwill belongs to SBRC. Buyer shall, if so requested by SBRC execute a confirmatory assignment in favour of SBRC of any and all such goodwill.

Buyer shall not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of any of the element covered by this Section except under the explicit terms of this Terms and Conditions, and shall acknowledge that nothing contained in this Terms and Conditions shall give Buyer any right, title or interest in or to the said element save as granted within the frame of this Terms and Conditions.

10.2 Retention of Title

Title to and ownership of the physical Products delivered to Buyer shall remain vested in SBRC until payment in full of the purchase price by Buyer. The presentation of any bill of exchange or document materializing a payment obligation shall not be viewed as payment until the corresponding amount have been credited to SBRC’s account.

Until such time, Buyer shall in all cases, and particularly in the context of any proceedings undertaken by creditors, (i) keep the Products separate, (ii) ensure that the Products are clearly identified as not being the property of Buyer, (iii) be able to allow their restitution to SBRC if necessary and Buyer shall refrain from creating or allowing the creation of any preferential right, security interest, lien or charge over the Products. Buyer shall protect the Products against any attempt to seize or otherwise gain possession of the Products and clearly inform third parties that SBRC retains title thereto and ownership thereof.

In case of processing, combining or mixing of Products subject to retention of title with any other goods of the Buyer or third party, SBRC shall be considered as co-owner of the new property for a value equal of the invoiced value of Product sold with retention of title. Where the co-ownership becomes null and void due to processing, combining or mixing with other goods, the Buyer immediately assigns to SBRC those of its rights of ownership in the new property or compound matter which correspond to the amount of the value of goods subject to retention of our title. Where the new property or the Product sold with retention of title comes to be destroyed, damaged or stolen, the Buyer immediately assigns to SBRC those of its indemnity rights it may receive from the insurance company.

This article prevails on the chosen shipping method and does not prevent the passing of all risks relating to the Products to Buyer according to the terms of this Terms and Conditions.

10.3 Copyright

Without contradicting the foregoing, copyright and intellectual property right in the Products shall remain vested in SBRC, its affiliates or their licensors. The rights granted to Buyer under this Terms and Conditions do not transfer to Buyer any intellectual property rights to the Products and do not constitute a sale of such rights.

10.4 Confidentiality

Pursuant to this Terms and Conditions, the following information is deemed as “Confidential Information”: the content of this Terms and Conditions, any information that is technical, commercial, strategic, financial, economic, related to research, technical specifications, products, development and marketing plans or proposals, training methods and materials, inventions, processes, studies, records, reports, memoranda, drafts, trade secrets, know-how, ideas, concepts, strategies, and any and all other information which is confidential by its nature, no matter on which medium and in which form (verbal, visual or written) it is communicated to the other Party during the negotiations or the performance of this Terms and Conditions. The Parties will make all reasonable efforts to mark as confidential all Confidential Information by showing an appropriate marking.

Each Party receiving Confidential Information from the other Party undertakes to hold said Confidential Information in strict confidence, and to not publish or disclose it to third parties, not to use the Confidential Information for any purpose other than that provided in this Terms and Conditions and the orders, and to take all measures necessary to protect confidentiality.

The above obligations shall not apply to Confidential Information of either Party which (a) is at the date of execution of this Terms and Conditions, or at any time thereafter becomes publicly known other than by the receiving Party’s or a third party’s breach of this Terms and Conditions; or (b) is lawfully obtained from a third party authorized to transfer or disclose such information; or (c) is disclosed pursuant to the order or requirement of a court, or administrative body having authority provided, however, that the receiving Party shall provide prompt notice thereof to the other Party which shall be enabled to protect its Confidential Information.

The confidentiality of information is required throughout the term of this Terms and Conditions, and for five (5) years following the termination or expiration of this Terms and Conditions, for any reason whatsoever.

10.5 Software

This Terms and Conditions is not granting any right on any SBRC’s, its affiliates’ or their licensors’ software to Buyer. The right to use those software is subject to the acceptation of the corresponding EULA between the legitimate right holder.

10.6 Patent(s) and protected industrial design

Product contains patented or protected industrial design elements. Those patents and industrials designs shall be considered as the sole and exclusive property of SBRC, its affiliates or their licensors. SBRC, its affiliates and its licensor(s) shall keep all right, title and ownership to any and all patent(s) and industrial(s) design(s). There is no right granted or transferred to Buyer.

Buyer hereby commits not to register or fill any patent and patent design application related to the Product.

10.7 Know-how and process

SBRC, its affiliates or their licensors shall keep all right, title and ownership to any and all know-how and process (manufacturing process, development process, etc.) related to the Product and any embedded or provided software (if any), the marketing and the distribution. For the avoidance of doubt, SBRC keeps all right, title and ownership to the customer portfolio that is constituted by all and any party who has: 1) directly or indirectly purchased a Product, component, part or service from SBRC at any time on or after September 1st, 2018 in Asia Pacific excluding Japan (hereinafter “APAC”), and 2) not purchased as such before September 1st, 2018 in APAC. There is no right granted or transferred to Buyer under this term.

10.8 Logo(s), trademarks, brand and domain name

(1) SBRC does not grant any license right on the company names of SBRC, its affiliates or their licensors as well as the name of the Product. The use of any SBRC’s, its affiliates’ or their licensors’ logo(s), trademarks, entity name, brand, name, patent design, product name, Software name and domain names is subject to a separate license agreement(s) as the case may need, or subject to the prior written approval of SBRC, its affiliates or their licensors.

(2) Other than the one(s) authorized by SBRC, its affiliates or their licensors. Therefore, Buyer shall have no right to rename or adapt the name of the Product or any embedded or provided software (if any), without the prior written approval of SBRC, its affiliates or their licensors.

(3) Buyer will use the SBRC’s, its affiliates’ and their licensors' (if any) name(s) and trademark(s) only in the manner prescribed by SBRC, its affiliates or their licensors and after having obtained the prior written approval of the aforementioned parties without any right of alteration or adaptation.

(4) Buyer shall include the SBRC’s, its affiliates’ and their licensors' logo(s) and statement(s) on any and all promotional material and advertising referring to the Products. Further, Buyer agrees that when it utilizes any SBRC, its affiliates’ or their licensor’s trademarks, name or logo including Product name(s), in any advertising or other materials, to follow guidelines and standard manuals (such as the brand usage standard manual) provided by SBRC, its affiliates or their licensors regarding the proper statement and use of the trademarks. Buyer will have reasonable time to implement any modifications to these guidelines.

(5) Statement maybe the following: “SoftBank Robotics and the SoftBank Robotics logo are trademarks of SoftBank Group Corp. Choregraphe® and PEPPER ® are registered trademarks of SBRG, or ““SoftBank Robotics and the SoftBank Robotics logo are trademarks of SBRG. Choregraphe® and NAO ® are registered trademarks of SoftBank Robotics Europe.” This statement is provided as sample and shall be confirmed in writing by SBRC, its affiliates or their licensors before to proceed and may be subject to change from time to time.(6) Buyer shall not register either as the owner or user of any SBRC’s, its affiliates’ or their licensors’ trademarks, trade names, trade dress, names, logos, domain names, products and software names with any governmental or non-governmental agency in the world or authorize any third party to do same. All trademark rights related to the foregoing resulting from a use by Buyer shall be owned by SBRC, its affiliates or their licensors and Buyer agrees to cooperate with SBRC, its affiliates and their licensors in registration or maintenance of their rights in such marks.

(7) In no event shall Buyer have the right to delete or remove any statement, logo, trademark and trade name on the Products or the Documentation identifying SBRC, its affiliates or their licensors.

(8) Buyer shall not affix, print or engrave its own or third-party trademarks, marks, trade names, service marks, design marks, letter marks, logos, copyrights, brand identifiers, identifiers, insignias, art works on the Product, Documentation and packaging.

(9) Buyer shall not register a domain name containing, in whole or in part, any trademark or brand name (company, product or service names, etc.). SBRC, at its own discretion, may register this domain name and grant an access right for a limited period to Buyer.

(10) Buyer undertakes not to do or permit any act which would or might jeopardize or invalidate any registration of the Embedded Intellectual Property, patent, industrial design, copyright, trademark, logos, company names, know-how, process, domain name or any element covered by this Section nor to do any act which would or might assist or give rise to an application to remove any of them or which would or might prejudice the right or title of SBRC, its affiliates or their licensor to any of the aforementioned intellectual property or any element covered by this Section.

10.9 Visual aspect of the Product

Subject to the, prior written discretional approval from SBRC or its affiliates, Buyer shall have the right to use or to take picture(s) or video(s) of the Product for the purpose of this Terms and Conditions. To the extent permitted by applicable laws where such works are considered as derivative works from the property of SBRC and its affiliates, any and all marketing elements or others promotional materials of such works shall be owned by SBRC and its affiliates. Buyer hereby transfers in free to SBRC and its affiliates all its intellectual property on the said elements, materials and any other derivative work on all media, language, platform and territories for all use and for the terms indicated in applicable intellectual property law, if any.

10.10 Derivative products

Buyer shall have no right to create, develop, or distribute any good or services based on, adapted from, deriving from SBRC’s, its affiliates’ or their licensors’ Embedded Intellectual Property, Product, trademark, logo, design, intellectual property, process, knowhow and technologies. This prohibition concerns all type of goods and services such as, without any limitation, toys, cartoon, books, comics, video games, etc.

In the event Buyer wishes to create any goodies for marketing purpose, Buyer shall seek SBRC’s discretional written approval.

In all events Buyer shall ensure that such allowed derivative product or goodies does not infringe any third party intellectual property including third party’s trademarks.

Parties mutually agreed that the “voice” sound of the Product is contributing to the identity of the Product. Therefore, Buyer shall not imitate, modify or alter the Product’s voice sound or use the said voice sound outside the scope of distributing and marketing the Product regardless the said voice sound is granted with a trademark right in the Territory.

10.11 Notification of Proprietary Rights Breach and Cooperation

Buyer agrees to notify SBRC of any known or suspected violation of SBRC’s, its affiliates’ or their licensors’ proprietary rights or infringement of this Terms and Conditions that come to Buyer attention and to reasonably cooperate with SBRC, its affiliates or their licensors, at these parties’ expenses, in any action by these parties to investigate or remedy any infringements. Except otherwise authorized in writing, Buyer is not authorized to initiate legal action on behalf of the afore-mentioned parties, its supplier(s) or licensor(s) against third parties for infringement.

10.12 Data

10.12.1 Technical data

Buyer hereby warrants that in no event Technical Data will be collected, processed, stored or transferred. Technical information shall be considered as Confidential Information.

10.12.2 Personal Data

Whenever Buyer collects, uses or transfers Personal Data through the Software Suite or any third-party Software Application, it shall warrant and ensure the strict compliance of the applicable law. In such case Buyer shall be deemed the data controller and the data processor. In all events Buyer warrants that it has obtained, for a predetermined, explicit and legitimate purpose, from the individual end user the sufficient, necessary and explicit prior consents under applicable laws and regulations to allow such above mentioned Personal Data to be collected, used or transferred. Buyer shall take all the necessary action and development to ensure the perfect protection of the Personal Data independently from the Product, the Software Suite or any third-party Software Application. Parties agreed that SBRC, its affiliates or their licensors cannot be liable for situations of security weakness or breach which could allow or have allowed the Personal Data to be hackable, usable, corruptible, copyable, erasable or modifiable. SBRC, its affiliates or their licensors are not considered as neither the data controller nor the data processor of any Personal Data collected, used or transferred by Buyer.

10.12.3 Customers’ Data

Whenever Buyer collects, uses or transfers Personal Data it shall ensure the strict respect of the applicable law.

10.13 Transfer of rights

Whenever Buyer modify, adapt, proceed to a derivative work or cause to be modified, adapted, etc. any SBRC, its affiliates or their licensor(s)’ property, software, hardware, component, visual aspect, patent, marketing element, documentation, intellectual property, patent, industrial design, copyright, trademark, logo, name, know-how, process, domain name, all associated intellectual property rights related to those modifications and adaptations shall be transferred and granted to SBRC and its affiliates on a royalty free basis, in exclusivity, world-wide, for the legal term of protection of the intellectual property granted or that which shall be granted by the relevant intellectual property laws and regulations in the applicable jurisdictions, for all use, in all medium, platform and languages. This grant of rights includes the right to grant sub-license rights.

10.14 General disposition

Buyer shall submit any and all elements covered under this Section which needs to be approved as to the manner and the context of the intended use to the approval of SBRC, and shall not make use of any such element until it has obtained the approval in writing by SBRC.

Without contradicting or limiting any other disposition of this Terms and Conditions, SBRC, its affiliates or their licensors or by their authorized representatives may on reasonable notice and at its own expense visit the Buyer’s premises during normal business hours to inspect the elements covered under this Section 12 and ensure they conform to industry standards and the SBRC’s, its affiliates’ or their licensors’ guideline, standards and specifications.

Buyer will on request give to SBRC, its affiliates, their licensors or their authorised representative any information as to its use of the elements covered under this Section 11, which SBRC, its affiliates or their licensors may require and Buyer will render any assistance reasonably required by these parties in maintaining the registrations of any said elements.

11. GENERAL PROVISIONS

11.1 Entire Agreement

This Terms and Conditions constitutes the entire agreement between the Parties hereto relating to the Products, supersedes any prior written or oral agreement or understandings between the parties with respect to the Products, and cannot be changed or terminated orally.

11.2 Enforceability

(a) The invalidity or unenforceability of any provision of this Terms and Conditions will not affect the validity or enforceability of any other provision of this Terms and Conditions.

(b) However, in such case, the Parties agree to discuss and to do all that is possible in order to include a new clause in this Terms and Conditions, having the effect of restoring the common wishes of the Parties as expressed in the original clause, in compliance with the applicable provisions of laws and regulations.

11.3 No Assignment

Buyer may not assign any rights or obligations under the Terms and Conditions without SBRC’s prior written consent.

11.4 Waiver

The failure by Buyer to enforce at any time any of the provisions of the Agreement will in no way be construed as a waiver of such provisions.

This Terms and Conditions constitutes the entire agreement between SBRC and Buyer, and supersedes any previous communications, representations or agreements between the Parties, whether oral or written, and applies to all quotations, purchase orders, and acknowledgements relating to the Product. Acceptance of any PO by SBRC is made only on the express condition that the terms and conditions of the present Agreement shall govern. Any additional or different term proposed by Buyer shall be deemed rejected unless specifically accepted in writing by SBRC. Any changes in the present Agreement must be agreed in writing by an officer of SBRC before becoming binding.

11.5 Notice

All notices under this Terms and Conditions shall be sent in writing at the address of the Parties in the Order. Any change of address may be notified to the other Party in compliance with this section.

Notices will be deemed served (i) when delivered in person, on the date indicated on the receipt, (ii) when delivered by registered mail return receipt requested, on the date indicated on the receipt or, if there is no reception, on the date it is first delivered, (iii) when delivered by international postal service, on the date indicated by this service on the probill or the air waybill, or (iv) when delivered by facsimile or email on the date of the return confirmation facsimile or email. In case (iv), the notification will not be deemed served if no confirmation is sent in return.

11.6 Force majeure

Except for the payment of price, neither party shall be in breach of this Terms and Conditions due to failure of performance that arises following a force majeure events as defined by PRC jurisdictions, including but not limited to war (declared or undeclared), acts of terrorism, invasion, rebellion, terror, casualty, accident, embargo, government action, blockade, sabotage, vandalism, total or partial strike or lock-out, labor disputes internal or external to SBRC, civil riots, storms, natural disasters, fires, flood, tsunami, tornado, hurricane, epidemics, blockade of transportation or supplies, in particular, energy, break-down in supplies of electric energy, heating, air conditioning, telecommunication networks, data port, break-down of satellites.

11.7 Applicable law and jurisdiction

The execution, validity, interpretation and performance of this Terms and Conditions and the resolution of any dispute shall be governed by the PRC laws, and the application of the UN Convention on the International Sale of Goods shall be excluded. In the event of any dispute between the Parties, the Parties shall first attempt to solve their dispute in good faith through amicable negotiation before resorting to formal dispute resolution procedures.

Both Parties expressly agree that any dispute arising out of or in relation with this Terms and Conditions shall be submitted by either Party to the competent court having jurisdiction over the address where SBRC is located, notwithstanding plurality of defendants or impleading of third parties. In no event shall any court of any other jurisdiction be competent to decide on any claim of either Party against the other arising out of or in relation with this Terms and Conditions.

11.8 Independent Contractors

The Parties hereto are independent contractors and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall have the right to bind the other party, whether directly or indirectly, to any agreement with a third party or to incur any obligation or liability on behalf of such other party, whether directly or indirectly