WHIZ® SERVICES TERMS AND CONDITIONS (SUBSCRIPTION BASIS)

These Whiz® Services Terms and Conditions (the “Terms and Conditions”), together with any Quatation, or Order/Order Form into which these Terms and Conditions are incorporated, the Brain EULA, and the Whiz Connect EULA, shall govern Customer’s access to the Services described in each Order as of the Delivery Date, contain the parties’ entire understanding relating to the subject matter thereof, supersede all prior or contemporaneous agreements between the parties relating to such subject matter, and may only be revised, modified, or otherwise amended or changed by a writing signed or accepted online by duly authorised representatives of the parties; however, SoftBank Robotics China Corp.(“SBRC”)SBRC may update the Services and Documentation in accordance with Section 4.5. It is expressly agreed that the terms of this Agreement shall supersede any different or additional terms that may be contained in any purchase order, delivery authorisation, correspondence, memoranda, or other document prepared or furnished by Customer, regardless of when prepared, dated or delivered to, or received by, SBRC, and no terms included in any such purchase order, delivery authorisation, correspondence, memoranda or other document shall apply to the Services. SBRC may revise the Terms and Conditions without approval of Customer if it may deem fit from time to time. Once SBRC revises the Terms and Conditions, conditions for the Services herein shall be changed accordingly. SBRC shall inform and publish to Customer the contents of the revised Terms and Conditions by email or on its website or any other measure as soon as reasonably possible.

Section 1- DEFINITIONS

As used in the Terms and Conditions, the following terms, whether used in the singular or plural, shall have the following meanings:

• Agreement” means these Terms and Conditions, the Order, the Whiz Connect EULA, the Brain EULA, and any exhibits attached hereto and incorporated herein by reference.

• Anonymised Data” means data from which personally identifiable information has been removed. It includes, without limitation, demographic or preference information, and aggregated de-identified data.

• Brain” means Brain Corporation, a California corporation.

• Brain EULA” has the meaning set forth in Section 17.4.

• Business Day” means a day other than a Saturday, Sunday or public holiday in China.

• Confidential Information” has the meaning set forth in Section 15.

• “Customer” means the legal entity identified in the Order as “Customer” or otherwise identified in the Order as the party authorised to access Services during the Services Term.

• “Customer Content” means any and all materials, either owned or controlled by Customer or from Customer’s third party providers, that Customer incorporates into or uses in connection with the Services (e.g., map of Customer Location). For the avoidance of doubt, the term “Customer Content” does not include Embedded Intellectual Property.

• Customer Data” means any data or information in electronic form submitted by Customer or End Users to the Services or otherwise captured and collected by a Product deployed at a Customer Location and transmitted to Whiz Connect. For the purposes of this Agreement, the term “Customer Data” includes End User Information but does not include Anonymised Data or Usage Analytics.

• Customer Location” means each location controlled or managed by Customer where the Product is deployed.

• Delivery” means actual delivery of the Product(s) to the Customer Location in accordance with Section 4.2.

• Delivery Date” means the day in which the Product(s) are actually delivered to the Customer Location in compliance with the Order.

• Deployment Services” means the services provided by SBRC to bring the Customer's Order into effective action for the Customer, which contains providing lectures and/or standard training on how to set up and deploy the Products (as set forth in Section 4.3) .

• Date” means the day in which the Product(s) have successfully completed deployment services at Customer Location in compliance with the Order.

• Documentation” means any information owned or controlled by SBRC or its affiliates, technical or otherwise, relating in whole or in part to, or used with respect to, the Product(s) and Whiz Connect, and shall include, but not be limited to, the specifications for the Services, operating manuals, user instructions, technical literature, and all other documents or content or materials that pertain to the Product and/or Customer’s access to and use of the Services, in any form, as may be provided or made available to Customer by SBRC during the Services Term.

• Embedded Brain Intellectual Property” means any and all Embedded Intellectual Property owned or controlled by Brain or its affiliates.

• Embedded Intellectual Property” means any and all technology, technical information, content or material which may be protected by patents, trademarks, copyrights, trade secrets and/or other proprietary rights and which is embedded in, affixed on, and/or related to, the Services, Product(s), and Documentation. For the avoidance of doubt, Embedded Intellectual Property includes, without limitation, all technologies, discoveries, inventions, improvements, concepts, designs, methods, processes, materials, drawings, systems, forms, technical manuals, data, manufacturing processes and practices, business methods, future products, tooling, compositions, formulae, plans, systems, software, mask works, semi-conductor registrations, product information, techniques, show-how and know-how, product information, product development, and work-in-progress, and all documentary evidence of the foregoing, whether or not patentable or reduced to practice and whether now existing or hereafter developed or acquired and any improvements to any of the foregoing.

• Embedded SBRC Intellectual Property” means any and all Embedded Intellectual Property owned or controlled by SBRC or its affiliates.

• End User” means any individual using or interacting with the Product deployed at Customer Location.

• End User Information” has the meaning set forth in Section 10.2.

• Free-Rent Period” means the period of time from the Deployment Date to: (a) the first calendar day of the following month; or (b) the first calendar day of another month if agreed by SBRC.

• Law” means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction and includes any industry codes of conduct.

• Losses” means all liabilities, losses, damages, costs and expenses suffered or incurred by any person whether arising in contract, tort (including negligence), under any statute or under any other cause of action, and Loss has a corresponding meaning.

• Order/Order Form” means the services order form or other written document for the Services that is executed between SBRC and Customer.

• Personal Information means any information related to an individual and is subject to protections of applicable laws..

• Product(s)” means the robotic vacuum device known as Whiz, its parts, accessories, operating software embedded therein, as set forth in the Order.

• “Quotation” means the official quote for any subscription of the Services provided by SBRC, stating the fee rate, total amount and taxes related to the Services, and shall constitue contractual relationship once accepted by the Customer.

• SBRC” means SoftBank Robotics China Corp..

• SBRC Data” means (i) the data that is collected by SBRC from the Customer’s use of the Product and Services, and may include data that is collected from the Services Environment and (ii) Anonymised Data.

• SBRC Indemnitee” has the meaning set forth in Section 15.

• Services” means (a) the rental of each Product made available to Customer pursuant to the Order; (b) access to, and use of, Whiz Connect pursuant to the Whiz Connect EULA and (c) any other work, activities, functions and responsibilities performed or provided, or to be performed or provided, by SBRC under this Agreement.

• Services Environment” means the combination of hardware and software components, including SBRC’s data management platform, owned, licensed or managed by SBRC to which SBRC grants Customer and Customer’s users access as part of Services.

• Services Term” means the duration of the term of the Services which commences in accordance with Section 8.1.

• Taxes” means all duties, taxes, imposts, deductions, charges and withholdings imposed with respect to any transaction contemplated under the Agreement, including: (a) value added, goods and services, sales, use, service, consumption or business taxes; (b) excise, customs duties and other like taxes, fees or surcharges (including regulatory fees and surcharges); and (c) any interest, penalties, charges, fees or other amounts payable on or in relation to the taxes referred to in paragraphs (a) and (b).

• Trademarks” means any of SBRC’s or its affiliates’ domestic or foreign trademarks, trade names, service marks, design marks, letter marks, composite marks, logos, copyrights, brand identifiers, identifiers, insignias, art works, “look and feel,” trade dress, or other brand elements and related intellectual property rights, and their registrations and applications, whether registered, unregistered, statutory, common law, or otherwise.

• Usage Analytics” has the meaning set forth in Section 10.5.

• Whiz Connect EULA” has the meaning set forth in Section 17.3.

• Whiz Connect” means SBRC’s or its affiliates’ proprietary cloud-based customer management solution that processes Customer Content and Customer Data and any related analytics.

Section 2 – INTERPRETATION

In this agreement, unless the contrary intention appears:

a. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

b. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or SBRC or other entity;

c. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

d. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

e. Headings are for ease of reference only and do not affect interpretation.

Section 3 – PURPOSE

1. The purpose of this Agreement is to define the terms and conditions under which SBRC provides Services to Customer during the Services Term.

Section 4 – DELIVERY; ACCESS TO SERVICES

1. Subscription Services. Subject to timely payment of all fees (except during the Free-Rent Period), SBRC will provide Customer with the Services on a subscription basis during the Services Term, in accordance with the Order and in the manner set forth in the following Sections.

a. Notwithstanding anything to the contrary herein, SBRC reserves the right to reject Customer’s application for the Services, or terminate this Agreement forthwith if:

i. the Customer is, or had been, in breach of this Agreement or any other agreement in relation to any service provided by SBRC;

ii. SBRC determines in its reasonable discretion that the Customer does not meet SBRC’s financial requirements at any time throughout the term of this Agreement;

iii. Customer makes any false statement upon its application for the Services;

iv. the Customer named the application for the Services and the actual user of the Services is not the same;

v. SBRC determines that circumstances of Customer Location and/or management conditions of Customer’s use of the Services is not suitable for the Services;

vi. SBRC or Brain determines that there is any other reason which is inappropriate to accept or continue with Customer’s application for the Services.

b. For the avoidance of doubt, only the Customer indicated in the Order may use the Services. In the event any change to Customer’s information stated in the Order occurs, Customer must notify SBRC of such change.

2. Delivery. SBRC shall notify Customer of the Delivery Date for the Product(s) after execution of the Order and deliver the specified number of Product(s) to the Customer Location on such Delivery Date. However, any Delivery Date provided by SBRC is a good-faith estimate only and shall not bind SBRC. The Customer will not be relieved of any obligations to accept or pay for Product(s) by reason of any delay in consignment of any Order, or part of any such order. If an event beyond SBRC’s reasonable control occurs and as a consequence SBRC cannot deliver the Product(s) within the time or times quoted or specified, SBRC will be entitled to deliver part only of an order, suspend delivery or extend the time of delivery, for the period during which such cause of delay operates, or may cancel the order, and in the event of such suspension, extension or cancellation, SBRC will not be liable for any costs or damages whatsoever. All orders may be subject to a handling fee of a reasonable and proportionate amount determined by SBRC from time to time.

3. Deployment Services After completing the Delivery, SBRC shall provide the Deployment Services in order to set up and deploy the Product(s) for the Customer’s use. Additionally, these services may include (at SBRC's option) making (i) all Documentation available to Customer; and (ii) the Whiz Connect available to Customer for access to and use of Customer Content and Customer Data pursuant to the Whiz Connect EULA. SBRC shall have the right to charge to the Customer for any additional Deployment Services .

4. Access to Whiz Connect. During the Services Term, SBRC will permit Customer to access and use Whiz Connect, in accordance with, and subject to Customer’s compliance with, the Whiz Connect EULA (as described in Section 17.3).

5. Changes to Services and Documentation. SBRC may make changes or updates to the Services (such as software for operation of the Product(s), infrastructure, security, technical configurations, application features, etc.) during the Services Term. The Documentation may be revised at any time in SBRC’s discretion; however, except with respect to changes required by applicable Law, SBRC will use commercially reasonable efforts to ensure that the implementation of changes to the Documentation will not result in a material impairment of the level of performance or availability of the applicable Services provided to Customer for the duration of the Services Term. Such changes will be included in the Documentation maintained on Whiz Connect. Customer should access Whiz Connect from time to time and review the Documentation because the Documentation is binding on Customer as part of this Agreement. Customer’s continued use of the Services after such changes are made will be considered Customer’s acceptance of such changes.

6. Cellular Connectivity. Customer acknowledges that connection to a cellular network is required in Order to access Services. Cellular access is provided by a third party, may not be available at the Customer Location, and may not be free from interruption or disconnections. SBRC makes no warranties or representations in this respect. The Customer will be responsible for any costs of accessing the internet to use Whiz Connect pursuant to the Whiz Connect EULA.

7. Third Party Access. Customer may allow its affiliates to use and access the Services at a Customer Location, only if, and as specified in an Order. Customer may allow a third-party contractor to operate, use or access the Product(s) on Customer’s behalf at a Customer Location, solely for Customer’s direct beneficial business purposes. If Customer allows any person or entity to operate, use or access the Products, or any Customer Data, Customer shall be solely responsible for ensuring that such person or entity complies with the terms of this Agreement, Order and with all applicable Laws and any breach by such third-party contractor of the terms of this Agreement will be deemed a breach by Customer. Customer may not permit any third party to use the Products except as permitted by this Agreement.

Section 5 – ACCEPTANCE

1. The Customer will accept or reject the Product(s) included in each consignment and provide notification of any shortages prior to SBRC completing the Deployment Services or on the date of signing the completion form of the Deployment Services (whichever is earlier). If the Customer fails to give SBRC written notice of his/her/its rejection with specific reasons prior to SBRC completing the Deployment Services or on the day of signing the completion form of the Deployment Services (whichever is earlier) the Customer is deemed to have accepted such consignment as conforming legally in every respect to the Order made by the Customer. Additionally, the Customer must accept any Product(s) that (a) conform to the relevant Order; and (b) comply with any applicable Consumer Guarantee.

Section 6 – FEES AND PAYMENT TERMS

1. Fees, Invoice. Customer shall pay the monthly subscription fees chargeable from the 1st day of the month immediately following the completion of the Free-Rent Period, in accordance with the description (if any) provided for in the Order. SBRC will invoice Customer at the beginning of the following month of the Free-rent Period. Unless otherwise expressly provided in the Order, the Customer shall pay SBRC all fees set forth therein within thirty (30) days of the invoice date. All payments shall be made in RMBs. Any payment received from Customer may be accepted and applied by SBRC against any amount owed by Customer to SBRC without prejudice to or discharge of any other indebtedness of Customer to SBRC, regardless of any condition, statement or notation appearing on, referring to, or accompanying such payment. All payments received from Customer are non-cancellable and non-refundable, even if this Agreement is terminated prior to the expiration date of the Service Term (12, 24 and 36 months) or any renewal term thereof.

2. Late Payment. If the Customer fails to pay any invoice when due the Customer commits a breach of a condition of this contract and SBRC is thereby relieved from performing any further obligations until all outstanding amounts (including amounts not yet due for payment) have been paid by the Customer to SBRC. On any overdue amounts, SBRC may charge Customer interest at a monthly rate equal to the lesser of 1.8% per month, or the maximum interest rate allowable under applicable Law, from the due date thereof until paid in full, plus collection costs, including reasonable attorney’s fees.

3. To the extent permitted by Applicable Laws, all payments to SBRC are non-refundable and non-cancellable.

4. Failure to Pay. If Customer fails to pay any amount due under this Agreement according to the payment terms of the Order, including due to lack of sufficient funds where payment is made through electronic funds transfer or direct debit, SBRC may, in its sole discretion, suspend or restrict the provision of Services until all overdue amounts due are paid in full or terminate the applicable Order, in addition to its other rights or remedies. Any failure to pay will constitute a material breach of this Agreement.

Section 7 – TAX

1. GST exclusive: Unless otherwise expressly stated, all prices or other sums payable in accordance with this Agreement are exclusive of GST.

2. Taxable supply: If GST is payable any Supply made under or in connection with this Agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply subject to the Recipient receiving a valid Tax Invoice in respect of the Supply. Payment of the additional amount must be made without set off, deduction or requirement for demand at the same time and in the same way as payment for the Taxable Supply, is required to be made in accordance with this Agreement.

3. Reimbursable expense: If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense and then increased in accordance with Section 7.2 (if applicable).

4. Other Taxes: In addition, the Customer shall be exclusively responsible for the payment of income or other taxes, stamp duties and other duties, fees or governmental dues or penalties of any kind arising out of this Agreement or resulting from the performance of this Agreement. The Customer shall keep SBRC harmless and indemnified against any taxes or other levies resulting from this Agreement.

Section 8 – TERM AND TERMINATION

1. Services Term (Month to Month). Where the Order Form indicates that this Agreement is entered into on a month to month basis, the Services Term commences on the Deployment Date and continues unless terminated as provided herein.

2. Services Term (12, 24 and 36 month). Where the Order Form indicates that this Agreement is entered into on a 12 month, 24 month or 36 month basis, the Services Term commences on the Deployment Date and continues for the period indicated and shall be subject to automatical renewal for the same period, and so on unless terminated as provided herein by either party with written notice on or before the 25th day prior to the expiration of the then current renewal term.

3. Termination for convenience (month to month). Where the Order Form indicates that this Agreement is entered into on a month to month basis, SBRC may terminate this Agreement at any time by providing the Customer with one (1) month prior written notice of termination as set out in Exhibit A. Where the Order Form indicates that this Agreement is entered into on a month to month basis, the Customer may terminate this Agreement by providing written notice of termination as set out in Exhibit A prior to the 25th day of the then current month and the Agreement will terminate at the end of that month. If the Customer provides notice of termination on or after the 25th day of the then current month, this Agreement shall be effective until the end of the following month of the month to which the day of issuing such notice belongs, and Customer shall pay the full amount of the monthly subscription fee for such following month.

4. Termination for cause. Either party may terminate this Agreement: (i) upon written notice as set out in Exhibit A, if the other party commits a material breach of this Agreement and fails to rectify such breach within thirty (30) days of such notice date; or (ii) effective immediately for any material breach incapable of cure (including, without limitation, breach of provisions related to confidentiality).

5. Effect of Termination or Expiration. Upon expiration or termination of this Agreement, (i) Customer’s access to, and use of, Services shall immediately cease; and (ii) Customer shall promptly make the Product(s) (excluding any consumables) available for SBRC's delivery partner to pick up from the Customer's location (and the costs of such delivery partner shall be at SBRC’s expense unless Customer terminates the Agreement under Section 8.3 ; SBRC terminates this Agreement pursuant to Section 8.4, in which event Customer shall be responsible for any return costs payable to the delivery partner. If the Customer does not make the Product(s) available for collection within 5 Business Days of the termination of the Agreement or SBRC's delivery partner makes multiple attempts to collect the Product(s) from the Customer and the Customer does not make the Product(s) available during those trips, then the Customer will be liable for the costs of delivery to SBRC. The Customer will remain liable for all damage occurring to the Product(s) until SBRC's delivery partner collects the Product(s) from the Customer's location. All Product(s) must be returned to SBRC in a substantially similar condition as when Customer received the same, except for reasonable wear and tear, and shall include robotic vacuum, battery, charger, charging cable, pager, pager cradle, all Documentation and any other items with which they were supplied, including accessories, software, manuals, and accessories provided by SBRC. Customer shall not be required to retain or return the Product’s original packaging, but must ensure that Products returned are appropriately packaged to prevent damage during transit.

For avoidance of any doubt, in the case that the Agreement is terminated prior to the expiration date of the Service Term, the Customer shall be obligated to pay up all the subscription fees for the remaining months of Service Term, in accordance with the invoice sent by SBRC.

6. SBRC may in its absolute discretion accept returned goods, and in such circumstances, where permitted by applicable Law, a charge may be applied at the current replacement value of missing, incorrect or damaged accessories or missing parts.

7. Loss of Product: The Customer must promptly notify SBRC if any Product or any consignment or accessories of any Product becomes lost or stolen. If any such loss or theft occurs. Customer must pay an amount of damages equal to the full replacement value plus delivery costs of the lost or stolen item, as determined by SBRC, acting reasonably. In the event that SBRC finds that any repairs or replacements are necessary for the Product(s) returned by Customer upon expiration or termination of this Agreement, such repairs or replacements shall be made in accordance with Section 12.

8. Customer Data - Except as may be required by Law, SBRC shall have no obligation to maintain or provide Customer Data or Customer Content to Customer and, upon expiration of the Services Term, may delete or otherwise render inaccessible any of Customer Data and/or Customer Content from its systems or otherwise in its control or possession. Upon termination of this Agreement, all payment obligations with respect to unpaid fees for Services and other amounts due to SBRC shall become due and payable.

9. Survival. The termination or expiration of this Agreement will not affect any provisions of this Agreement which by their nature survive termination or expiration, including Section 1 (Definitions), Section 6 (Fees and Payment), Section 9 (Retention of Title), Section 10 (Peronsal Prooprety and Securities Act 2009 (Cth), Section 11 (Customer Content and Data), Section 8.5 (Effect of Termination or Expiration), this Section 8.9 (Survival), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 17 (Proprietary Rights), Section 19 (Confidentiality), Section 20 (Notices), and Section 21 (Miscellaneous).

Section 9 – RETENTION OF TITLE

1. The legal and beneficial ownership in Product(s) will not pass to the Customer in any circumstances.

2. Risk in the Product(s) will pass at the time of delivery of the Product(s) and the Customer must insure the Product(s) against all Loss and damage, however caused, and must keep the insurance current (in accordance with Section 14). Risk in the Product does not return to SBRC until it accepts the return of the Product under section 8.6

3. The Customer has no interest in the Product(s) other than as bailee and the Customer only has a right to use the Product(s) for the duration of the Services Term. The Customer must store Product(s) separately from all other items and ensure that each of Product(s) are clearly identifiable as SBRC's Product(s). If required by SBRC the Customer must provide SBRC with a written list of all Product(s) supplied by SBRC but in the possession, constructive possession or control of the Customer or its affiliates within 24 hours of receiving oral notification from SBRC.

4. SBRC may without prejudice to any other rights and without liability to any person in trespass or otherwise, enter the premises of the Customer, or any other premises, where the Product(s) are located and recover possession of the Product(s) if:

a. payment (in accordance with Section 6) has not been made at any time when due for any Product(s) (even if payment has been made for some of the Product(s)) supplied by SBRC to the Customer; or

b. the Customer has a liquidator, provisional liquidator, receiver, receiver and manager, mortgagee's agent, voluntary administrator or deed administrator appointed to it or enters into any scheme of arrangement with its creditors or any other form of insolvency administration (or in the case of an individual commits or is alleged to have committed an act of bankruptcy; or

c. any resolution is passed, or a meeting is called to pass a resolution with the purpose of making an appointment as contemplated in subclause (b) notwithstanding that such meeting may consider other resolutions; and

d. the Customer grants SBRC such licences as it requires in order to exercise its rights under this Section 9.4.

5. If SBRC consents to the Product(s) being stored at a location other than the Customer's premises, the Customer must obtain all necessary consents from the owner or occupier of any premises where the Product(s) is stored to allow SBRC to remove the Product(s) without the need to obtain any further consents or provide any notice to the owner or occupier.

6. The Customer must not, without SBRC's consent:

a. sell, transfer or otherwise dispose or deal with;

b. share, part with or give possession of, sub-lease or permit any other person to use or possess,

the Product(s), any rights the Customer has in the Product(s) or under or in connection with the Agreement. The Customer must also not purport to do any of these things.

7. The Customer must keep separate and hold on trust for SBRC all monies received and property purchased with such monies from dealings the Product(s). For the purpose of this subclause, such part of any monies received that relates to the Product(s) will equal in dollar terms the total amount owing by the Customer to SBRC for the supply of all Product(s) by SBRC to the Customer at the time of receipt of such monies.

Section 10– CUSTOMER CONTENT AND DATA

1. Ownership. Customer owns (or where applicable, shall ensure it has a valid license to) the Customer Data and Customer Content. SBRC owns the SBRC Data and all Embedded Intellectual Property and any intellectual property rights in Anonymised Data and Usage Analytics.

2. Incidental Data Collection Features. The Product may include certain features (“Incidental Data Collection Features”), including cameras, that collect photographic images or other identifying personal information (“End User Information”). Customer hereby warrants, represents, covenants, and agrees that, to the extent required by applicable Laws, Customer shall ensure that: (i) Customer accurately and adequately notifies End Users and other individuals who may be present during the operation of the Product(s) of the presence of the Incidental Data Collection Features, including how Customer collects, uses, stores, and discloses End User Information; (ii) Customer obtains appropriate End User consent, as may be necessary in accordance with applicable Law, for its collection and use of the End User Information; and (iii) Customer obtains appropriate End User consent to allow for the transfer to, hosting of, and use by SBRC and its affiliates updated and notified by SBRC from time to time) of the End User Information for the purposes set forth in this Agreement. Customer shall comply with all applicable laws in its use of the Services. In the event Customer fails to abide by the terms of its posted privacy policy, SBRC may terminate this Agreement.

3. Permitted Use. Customer grants SBRC and its affiliates a non-exclusive, worldwide, irrevocable, royalty-free license to use, copy, transmit, sub-license, store, display, and index Customer Content and Customer Data (i) to the extent necessary to provide the Services in accordance with this Agreement; (ii) where required or authorised by Law; (iii) to develop Usage Analytics; or (iv) to create Anonymised Data. SBRC reserves the right in its sole and absolute discretion, to monitor and access any Customer Content at any time without prior notice to ensure conformity with applicable Law and to remove any noncompliant Customer Content at any time without prior notice.

4. Aggregated and Anonymised Data. SBRC may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Services. SBRC will anonymise and aggregate any Customer Data contained therein, and such analyses and information will be SBRC Data.

5. Usage Analytics. SBRC may compile SBRC Data, as well as statistical and other information related to the performance, operation and use of the Services (“Usage Analytics”), for operations management, to create statistical analyses, for research and development purposes and for marketing purposes. SBRC may make Usage Analytics publicly available; however, Usage Analytics will not incorporate Customer Data in a form that could serve to identify Customer or any individual.

6. Third-Party Providers. The Services may enable Customer to link to, transmit Customer Content and/or Customer Data to, or otherwise access, other websites, information, products, services, and platforms of third parties (e.g., device operating systems, social media platforms, wireless carriers, APIs, plug-ins). SBRC does not control and is not responsible for such websites or any such products, services and information accessible from or provided through the Services. Customer shall be responsible for complying with the terms and conditions required by such third-party providers and all applicable Laws, and the Customer bears all risk associated with access to and use of such websites and third-party products, services and information. Customer shall take steps to ensure any transfer of Customer Data to any third party shall be in accordance with all applicable Laws and requirements with respect to the transfer and use of the Customer Data.

Section 11 – CUSTOMER’S OBLIGATIONS

1. Customer agrees to use the Product(s) with reasonable care and shall comply and conform with the Documentation in its use and operation thereof. Additionally, Customer shall implement all reasonable safety precautions during its use and operation of the Product(s). Customer shall promptly inform SBRC of any and all potential or current defects or damage that Customer discovers upon delivery and when using the Services.

2. The Product(s) shall not be subject to any form of polishing or protective coating, marking, treatment, or modification without prior written consent of SBRC. The foregoing includes, but is not limited to, any form of physical or chemical analysis, examination, or cleaning, which may destroy, damage, or alter the Product(s) in any way.

3. Customer further agrees as follows:

a. Customer shall not license, sublicense, sell, export, assign, transfer, lease, rent, time-share, loan, distribute, or commercially exploit the Services for any reason;

b. Customer shall use the Product only in safe environments and under the control of personnel who have the necessary skill required to operate and use the Product(s) and their associated risks;

c. Customer shall maintain the security and integrity of each Product deployed in each Customer Location and shall use commercially reasonable efforts to prevent any damage or theft thereof;

d. Customer shall use the Customer Data in accordance with all applicable Laws and regulations and shall manage and protect the Customer Data as required by those Laws and regulations.

e. Customer shall not use the Product in any other location other than the Customer Locations designated in the Order for such Product unless otherwise approved in advance and in writing by SBRC;

f. Customer shall not take any action to impair the reputation of the Services, SBRC or its affiliates;

g. Customer shall not make any use of the Product under any trademark and/or trade name other than the one(s) prescribed by SBRC, and Customer shall not rename or adapt the name of the Product;

h. Customer shall not subject the Product to any liens or other security interests, and shall not provide the Product to any mechanis or other repair person, nor permit or authorise any person to take a lien or other security interest in the Product(s); and

a. Customer shall obtain at Customer’s sole expense any rights and consents from third parties necessary for Customer Content as well as other vendor’s products provided by Customer that Customer uses with Services, including such rights and consents as necessary for SBRC to perform Services under this Agreement.

4. Customer remains solely responsible for its legal and regulatory compliance in connection with its use of the Services. Customer is responsible for making SBRC aware of any technical or legal requirements that result from Customer’s legal or regulatory obligations prior to entering into an Order governed by this Agreement. SBRC will cooperate with Customer’s efforts to determine whether use of the Services is consistent with those requirements. Additional fees may be charged to Customer for any additional work performed by SBRC or changes to the Services relating to such legal or regulatory compliance.

Section 12 – SERVICE AND REPAIRS

i. Upon discovery of a material defect in a Product (which is not caused by the Customer's misuse of the Product or Services), Customer may submit a claim to SBRC via the contact information separately provided in the Quatation or Order Form/Order for repair or replacement for such Product. Customer may be asked to provide Customer Care with details, including accurate and exhaustive description of all malfunctions encountered and of the circumstances under which they occurred. Upon Customer Care’s instruction, any such defective Product or part thereof shall be returned to SBRC for inspection, delivery costs prepaid by SBRC. No defective Product, or part thereof, shall be returned to SBRC without the express prior written approval of SBRC, and then such return shall be made to SBRC to an address provided by Customer Care.

ii. Subject to Section 12(iii) to (v), and Section 12.4 , SBRC may, in its sole discretion, and as applicable, either repair or replace the Product or the applicable part or portion thereof free of charge. In the event a defective Product(s) is to be replaced instead of repaired, SBRC reserves the right to perform such replacement with a new or fully refurbished unit of the same Product, at SBRC’s sole discretion.

iii. Notwithstanding the foregoing, SBRC shall (except to the extent permitted by Law) have no obligation to repair or replace any Product or part thereof, if such repair or replacement is necessitated in whole or in part by:

a. Customer’s abuse or misuse of Product or operation of Product outside of the permitted uses indicated by SBRC or the Documentation;

b. Customer’s use or operation of Product outside China;

c. the alteration, opening, breaking, or disassembly of the Product or any part thereof and/or the breaking of the guarantee strip or seal (if any);

d. Customer’s failure of timely update of operating software of the Products;

e. a modification or repair of the Product performed by a non- authorized service provider of SBRC;

f. any third-party maintenance of the Product;

g. improper or unauthorized connection with any peripheral device;

h. mishandling or misuse of the Product (including, without limitation, dropping or shocking the Product) or an inappropriate environment (including, without limitation, poor ventilation, vibration, exposure to moisture, excessive heat, excessive humidity, water, contact with sand or with any other substance, or inadequate power supply);

a. any force majeure event such as war, terrorism, disturbance, riot, natural disaster and crime;

j. attachment, seizure, confiscation or any other injunction conducted by the governmental or public institution; or

k. any other Customer’s breach of any of its obligations under this Agreement.

iv. Notwithstanding the foregoing, further, SBRC shall (except to the extent required by Law) have no obligation to repair or replace any Product or part thereof, if:

a. any serial number of the Product has been removed or defaced;

b. Customer’s claim for repair or replacement contains any false statement in relation to the reason for the claim;

c. Customer is in a default on its debt; or

d. Customer does not provide any information and/or material with regards to the repair or replacement required by SBRC.

v. In any of the events set forth in Sections 8.1(iii) and (iv), SBRC shall have the right to charge to Customer for any cost of the repair or replacement for the Product, and without prejudice to any other remedies and rights, to terminate the Order and repossess the Product and suspend access to Whiz Connect hereunder.

2. Packaging. All returns must include the robotic vacuum, battery, charger, charging cable, and any other accessories and components provided by SBRC. In all cases, Customer is responsible for packaging the Product in a manner to ensure that it is protected from loss or damage during transit. Use of the packaging provided by SBRC, closed in accordance with manufacturer’s instructions, will be deemed to be sufficient packaging. If the Product or any accessories are lost or damaged while in transit to SBRC due to Customer’s inadequate packing or packaging, then, if required by SBRC, Customer will reimburse SBRC for the reduction in value of the Product or the cost to repair such damage.

3. Consumables and Accessories. Customer shall use the consumables and accessories of the Products (such as dust bags and brushes) which are designated by SBRC. If Customer uses any other consumables or accessories than the same designated by SBRC, SBRC shall not be responsible for any trouble or disorder of hardware or software in the Product, including any third-party damages.

4. The warranty on repairs outlined in this Section 13 is given by SBRC.

Section 13 – INSURANCE

1. During the Services Term, Customer shall obtain and maintain the insurance coverage against all risks of Loss or damage and theft for the full replacement value of the Product(s) and insurance for third party liability arising in any way under this Agreement as may be required by SBRC from time to time; in which SBRC shall be included as the beneficiary and loss payee. The policy coverage shall begin upon delivery of the Product(s) to the Customer Location and end upon the Product(s) removal from the Customer Location by SBRC’s delivery carrier for the return of the Product(s) to SBRC.

2. Customer shall notify SBRC immediately if a Product is lost or damaged and shall ensure that any insurance claims are made promptly. Any insurance proceeds shall be applied at SBRC’s sole option either in repairing the damage or in replacing the damaged Product, such Product to be subject to the terms of this Agreement. If a Product is totally or constructively lost as a result of their being lost, stolen, seized, confiscated or damaged beyond economic repair, or otherwise, SBRC may terminate this Agreement and Customer shall immediately pay to SBRC unpaid fees and/or any other costs. Any insurance proceeds received by SBRC shall be applied in reducing any outstanding portion of such fees and/or costs.

3. Any insurance policy limits under this Section, or any failure by Customer to secure the required insurance coverage, shall not limit Customer’s liabilities and obligations pursuant to this Agreement.

Section 14– WARRANTIES, REMEDY, DISCLAIMER

1. Customer Warranties. Customer represents and warrants that (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (ii) it has accurately identified itself and has not provided any inaccurate information about itself to SBRC or through the Services; (iii) it is a corporation, or another entity authorised to do business pursuant to applicable Law; (iv) any and all collection, use, storage and transfer of Customer Content and/or Customer Data shall be compliant and in accordance with all applicable Laws and regulations and (v) that the Customer Content shall not infringe on any copyright, trademark, trade secret, patent, right of publicity, privacy right or other intellectual property right or proprietary right of any third party; and (vi) it is solely responsible for all judgments, decisions, conclusions, analyses and actions taken or made based upon the Services provided by SBRC.

2. SBRC Warranties. SBRC warrants to Customer that Services will perform all material functions described in the applicable Documentation during the Services Term. The foregoing warranty shall not apply if the error or failure in performance of Services was due to misuse, unauthorised modifications, third-party components such as hardware, software or services, Force Majeure events (as defined in Section 21.3), or Unintended Uses (as defined in Section 14.3).

3. Unintended Uses. TO THE EXTENT PERMITTED BY LAW, THE SERVICES WARRANTIES SHALL NOT APPLY IF THE PRODUCT(S) ARE PUT TO UNINTENDED USES. “Unintended Uses” include (but are not limited to): (a) the use of the Product(s) in a manner contrary to that described in the applicable Documentation, (b) the use of the Product(s) for an unauthorised purpose, such as (by way of example) recreation, delivery services, customer service or other purpose outside the design of the Product(s), (c) the use of the Product(s) in locations not authorised by the Service Agreement or not within the operational domain of the Product(s), such as outdoor locations, locations exposed to weather, locations with physical hazards such as balconies, stairs, pools, or fountains that are unprotected by a physical barrier, and (d) any autonomous acts or omissions of the Product(s) that deviate from the Product(s)’ normal operational behaviour.

a. Remedies for breach of warranty: Subject to section 16.4, for any breach of SBRC’s warranties, Customer’s sole and exclusive remedy and SBRC’s entire liability shall be the correction of the deficient Services and/ defective Product in accordance with the provisions of Product Support set forth herein. If SBRC cannot substantially correct the deficiency in a commercially reasonable manner or if doing so would result in a violation of applicable Law or regulation, Customer may terminate the deficient Services with prior written notice to SBRC and cease its payment of the monthly subscription fees for the period following the effective date of such termination.

4. Disclaimer. SUBJECT TO SECTION 14.2 AND SECTION 16.4, SBRC IS PROVIDING THE SERVICES “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW AND SUBJECT TO SECTION 14.2, SBRC AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT THERETO, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, (INCLUDING ANY NON-INFRINGEMENT WARRANTY) AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Section 15 – INDEMNIFICATION

1. Customer Indemnity. Customer shall indemnify, defend and hold SBRC and its officers, directors, employees, agents and stockholders (each, an “SBRC Indemnitee”) harmless from and against any and all Claims brought against SBRC Indemnitees arising out of or relating to (i) Customer’s unauthorised use of the Services (including external uses and non-compliance with the Documentation); (ii) any negligence or wilful misconduct of Customer or Customer’s contractors; (iii) Customer Data (including, without limitation, Customer’s or its contractors’ failure to comply with Customer’s data privacy policy, applicable data protection Laws, and its obligations relating to Customer Data as set forth herein); (iv) any intellectual property claims relating to Customer Content; (v) Customer’s or Customer’s contractor’s breach (or alleged breach) of its obligations under this Agreement; or (vi) claims by customers of Customer. This Section shall survive the expiration or termination of this Agreement.

2. Procedure. In order for SBRC Indemnitee to be entitled to any indemnification provided for under this Agreement, SBRC Indemnitee shall notify Customer hereto, in writing and in reasonable detail, of the Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the ability to defend such Claim has been prejudiced as a result of such failure. Thereafter, SBRC Indemnitee shall deliver to Customer copies of all notices and documents (including court papers) received by SBR Indemnitee relating to the Claim.

3. If a Claim is made against SBRC Indemnitee, Customer shall be entitled to participate in the defence thereof and, if it so chooses, assume the defence thereof with counsel selected by and compensated by Customer. Customer shall not settle any Claim without the prior written consent of the SBRC Indemnitee if such settlement contains any admission on the part of SBRC Indemnitee or requires SBRC Indemnitee to cease any activity or to take any action (other than entering into an agreement setting forth the terms of such settlement, compromise or discharge).

Section 16 – LIMITATION OF LIABILITY

1. REGARDLESS OF ANY DAMAGES THAT CUSTOMER MAY SUFFER FOR ANY REASON WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND GENERAL DAMAGES), THE TOTAL LIABILITY OF SBRC UNDER THIS AGREEMENT (INCLUDING THE WHIZ CONNECT EULA) SHALL NOT EXCEED IN THE AGGREGATE, THE TOTAL AMOUNT ACTUALLY PAID TO SBRC FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE SHORTER OF THE TWELVE (12)-MONTH PERIOD OR THE SERVICES TERM IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, LESS ANY REFUNDS OR CREDITS RECEIVED BY CUSTOMER FROM SBRC UNDER SUCH ORDER.

2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUT EXCEPT AS IT PERTAINS TO A PARTY’S CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, OR CUSTOMER’S BREACH OF SECTION 17.3

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, OR LOSS OF, DAMAGE TO, COMPROMISE OF, OR CORRUPTION OF DATA) WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 17 – PROPRIETARY RIGHTS

1. Customer acknowledges and agrees that, as between SBRC and Customer, SBRC shall solely and exclusively have all legitimate right, title, and interest in and to the Product, Embedded SBRC Intellectual Property, and Documentation in China, including, without limitation, any and all goodwill related thereto or resulting therefrom. Customer shall not, either directly or indirectly, do or cause anything to be done that would challenge SBRC’s sole and exclusive right and title thereto. Except as specifically provided herein, nothing in this Agreement shall confer upon Customer any right, title, license or other interest whatsoever in any of the Product, Embedded Intellectual Property, or Documentation.

2. Without limiting the generality of the foregoing, Customer acknowledges and agrees that the Product, Embedded SBRC Intellectual Property, and Documentation, including their hardware and software components, are original works protected by copyright, trademarks, trade secrets, patents and/or other proprietary rights of SBRC. Customer shall not duplicate, reproduce, or copy, or permit any third party to duplicate, reproduce, or copy the Product, Embedded SBRC Intellectual Property, or Documentation. Further, Customer shall not modify, alter, improve, develop, upgrade, downgrade, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on or otherwise attempt to decode, the Product, Embedded SBRC Intellectual Property or Documentation, source codes or their related underlying ideas or algorithms.

3. In addition to the terms and conditions set forth herein, Customer’s use of Whiz Connect is subject to the end user license agreement (“Whiz Connect EULA”) available at https://whiz.softbankrobotics.com/ , as such URL may be updated from time to time by SBRC or its Affiliates, and the Whiz Connect EULA is incorporated herein, and made a part hereof, by reference.

4. Customer’s use of the Services, including Embedded Brain Intellectual Property, is subject to Brain’s end user license agreement (“Brain EULA”) available at https://www.softbankrobotics.com/jp/set/data/product/whiz/pdf/whiz_eula.pdf, as such URL may be updated from time to time by Brain, and the Brain EULA is incorporated herein, and made a part hereof, by reference.

5. Customer shall not use any trademarks, trade names, service marks, logos and similar identifiers (collectively, “Marks”) of SBRC in any manner whatsoever, including in connection with advertising, promotional activities, or otherwise, without the prior written approval of SBRC. Customer shall not remove, modify, deface, or replace any of SBRC’s or any third party’s Marks which appear on, are affixed to, or are used in connection with, the Services or any related labels or tags, or use any other Mark in connection with the Services, without the prior written approval of SBRC. Any and all Marks of SBRC or any third party, including any and all goodwill relating thereto or resulting therefrom, are and shall remain at all times the sole and exclusive property of SBRC or such third party. Customer agrees that any use of such Marks hereunder inures to the benefit of SBRC. Customer will not challenge SBRC’s or any third party’s title to SBRC’s or such third party’s Marks and goodwill related thereto or resulting therefrom. Customer acknowledges that nothing in this Agreement will give Customer any proprietary interest in such Marks and goodwill related thereto or resulting therefrom other than the limited rights expressly granted under this Agreement. All other rights in such Marks and all goodwill related to or resulting from such Marks are reserved. Customer shall not apply for the registration of any of such Marks anywhere in the world.

SBRC (and its licensors, where applicable) will own all right, title and interest, including all intellectual property rights in, any suggestions, comments or feedback regarding the Services, including, but not limited to, usability, bug reports, enhancement requests and test results provided by Customer or any End User (“Feedback”).

Section 18 – PUBLICITY

Customer agrees that SBRC may use Customer’s name and logo on SBRC’s website and in its promotional materials as part of a general list of customers or partners.

Section 19– CONFIDENTIALITY

Customer shall at all times maintain as confidential all information and trade secrets of SBRC (including without limitation the Documentation, terms of this Agreement, fees and pricing information, performance information related to Services) communicated or made available to Customer, whether orally or in writing, before or after execution of this Agreement (collectively, the “Confidential Information”) and shall exercise the same degree of care to protect it from disclosure that it uses to protect its own confidential information, but no less than reasonable care. Customer shall not, without SBRC’s prior written consent, disclose or make any Confidential Information available in any form to any person, except its employees, consultants, or permitted operators, whose access is necessary to enable Customer to exercise its rights under this Agreement and who have been advised of the confidential nature of such information. Customer shall only use the Confidential Information as necessary to perform its obligations hereunder and shall return or destroy it at the request of SBRC. Confidential Information does not include information: (i) otherwise lawfully available from a third party, without any limitations on its use, distribution or disclosure, (ii) in the public domain and rightfully obtained by Customer, (iii) independently developed by Customer without use or reference to the Confidential Information, or (iv) rightfully known to Customer prior to its disclosure, in each of the foregoing cases as evidenced by Customer. Customer shall be permitted to make such disclosures to the public or to any governmental authority to the extent required by a court order or if otherwise required by applicable Law, provided that Customer gives SBRC prior written notice of the disclosure and uses reasonable legal efforts to resist disclosing the information. Customer acknowledges that a breach of this provision may cause irreparable harm to SBRC, for which damages may be difficult to ascertain, and therefore Customer hereby agrees that SBRC shall be entitled to seek equitable relief by means of mandatory injunctions. This right of equitable relief is in addition to any other rights and remedies that may be available to SBRC.

Section 20 – NOTICES AND COMMUNICATION

All notices hereunder shall be in writing and given by registered or certified mail, postage and registration fees prepaid, return receipt requested, or by overnight mail by a nationally recognized courier service, and shall be deemed given when mailed to Customer at the billing address set forth in the Order, and to SBRC at:

SoftBank Robotics China Corp.

Room 101, Building 1, zone a, Lane 888, Tianlin Road, Minhang District, Shanghai, China. Attn: Legal Department

Or such other address as either party may notify the other of pursuant to this Section 20.

Section 21 – MISCELLANEOUS

1. Severability.

To the extent permitted by applicable Law, the parties hereby waive any provision of Law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable Law, and the remaining provisions of this Agreement will continue in full force and effect.

2. Assignment.

No rights or obligations of Customer arising out of this Agreement or any other contract between SBRC and Customer may be assigned without the prior written consent of SBRC. Any such assignment without SBRC’s prior written consent shall be null and void. SBRC may assign all or part of its rights and obligations under this Agreement to any third party without notice.

3. Force Majeure.

In no event shall either party be liable for any failure or delay in performance under this Agreement (except for any payment obligations) due to causes or circumstances beyond its reasonable control and without its fault or negligence (including, but not limited to, acts of God, terrorism, governmental acts, fires, floods, or other natural disasters, strikes or any other labour disputes, and/or freight embargoes, failure of third party providers such as telecommunications, utility, or data networks, power outages, or autonomous acts or omissions due to altered performance of the artificial intelligence software through use over time by Customer). The party claiming such a failure or delay will notify in writing the other party of such failure or delay as soon as commercially practicable.

4. Governing Law.

This Agreement is governed by the law of People’s Republic of China and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Shanghai, China and the courts having appeal from them.

5. Dispute Resolution. .

If the Customer has any issue in relation to this Agreement or the Product(s), you agree to notify us in writing and use reasonable endeavours to resolve the matter through discussions with us before commencing any court proceedings.

6. No Waiver.

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorised representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

7. Order of Precedence.

If there are any conflicts or inconsistencies between (i) the Quatation or Order Form/Order and these Terms and Conditions, the Order shall take precedence, (ii) the Order and the Documentation, the Documentation shall take precedence, or (iii) any other contractual agreements and these Terms and Conditions, the Terms and Conditions shall take precedence. If there are any conflicts or inconsistencies between the Quatation or Order Fom/Order, Documentation or these Terms and Conditions, on the one hand, and the Brain EULA or Whiz Connect EULA, on the other hand, (a) the Brain EULA shall take precedence with regard to matters relating to the Embedded Brain Intellectual Property and (b) the Whiz Connect EULA shall take precedence with regard to matters relating to the Whiz Connect.

8. Compliance.

Each party will perform its obligations under this Agreement in compliance with all applicable Law, including international, national, state, and local laws and regulations of any applicable jurisdiction.

9. No Agency.

Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, partnership, or joint venture between the Parties. Neither party has authority to bind the other or incur obligations on the other party’s behalf.

10. Third Party Rights.

Unless otherwise provided in this Agreement, the Parties do not intend that any term of this Agreement shall be enforceable for any person who is not a party to this Agreement.

11. Costs

Each party must pay its own costs of negotiating, preparing and executing this Agreement.

Exhibit A

Form of the Termination Notice

[Date]

To: [ ]

Dear Sirs,

Notice of Termination

Pursuant to the provisions of Section [8.3/8.4] of the WHIZ® SERVICES TERMS AND CONDITIONS (SUBSCRIPTION BASIS) and the Order executed between you and [ ] dated [ ] (collectively, the “Agreement”), [we/I], [ ], hereby notify you of [our/my] intention to terminate the Agreement. The reason for termination and amount of the Product(s) [Note to SBR: We suggest this be clarified]to be terminated is stated as below:

The reason for termination: [ ]

Amount of the Product(s) to be terminated: [ ]

[In the case of termination under Section 8.3 – The remaining subscription fee shall be paid in accordance with Section 8.3.]

Please note that the termination shall take effect in accordance with Sections 8.5 to 8.9 (inclusive), and all outstanding obligations (if any) and all continuing obligations shall be performed accordingly.

Yours faithfully,

[ ]

[Authorised Signature