STANDARD TERMS & CONDITIONS

These Standard Terms & Conditions (the “Standard Terms”) set forth the general legal terms governing the relationship between Sensori Robotics, LLC (“Sensori”) and the customer identified in an applicable Order Form (“Customer”) in connection with Sensori’s provision of the Equipment and Services. These Standard Terms, together with an applicable Order Form(s) and the Acceptable Use Policy, constitute a single, binding agreement between Sensori and Customer (the “Agreement”). Sensori and Customer may be individually referred to herein as a “Party” and collectively as the “Parties.” Sensori may from time-to-time make reasonable modifications to these Standard Terms and such modifications are effective immediately upon publication.

1. Fees and Payment. Customer shall pay to Sensori the amounts described in the Order Form (“Fees”) in accordance with the payment terms set forth herein. Fees for the first and last months of the Term are due upon execution of an applicable Order Form, and all remaining monthly Fees are due at the beginning of each monthly term (e.g., if signed January 7^th, the payment for month two is due February 7^th). All Fees are non-cancellable and non-refundable. Sensori may, after the end of the Initial Term, increase the Fees set forth in the Order Form; provided however, that such Fees shall not increase by more than ten percent (10%) annually and Sensori shall provide Customer with at least thirty (30) days prior written notice of any such increase. Sensori reserves the right to charge, and Customer agrees to pay, a late charge equal to one and one-half percent (1.5%) per month on any amount that is unpaid on the due date, and on any other outstanding balance. All amounts payable under this Agreement exclude all applicable sales, use, and other taxes. Customer will be responsible for payment of all such taxes (other than taxes based on Sensori’s income, for which Sensori will be solely responsible), fees, duties and charges, and any related penalties and interest, arising in connection with this Agreement.
2. Use of the Services; Return of Equipment. Customer acknowledges that all Equipment and the Software Service are provided under an “as a service” model, meaning Customer is entitled to possession of (but not title to) the Equipment and to access the Software Service during the Term. Upon expiration of the Term or upon termination, all Equipment must be returned within ten (10) business days to Sensori in good condition and working order (ordinary wear and tear excepted) substantially as it was provided to Customer. Customer’s right to possess the Equipment and to access the Software Service will immediately terminate upon expiration or termination of this Agreement and all rights granted hereunder will immediately terminate. For the avoidance of doubt, Sensori retains the right to claim depreciation of all Equipment and the Software Service as a capital asset and Customer shall not claim any such depreciation in its tax filings, books, or otherwise. Customer’s use of the Equipment and access to the Software Service is further governed by and must comply with Sensori’s Acceptable Use Policy provided at sensorirobotics.com/acceptableuse, the terms of which are hereby incorporated by reference and form an integral part of this Agreement. Customer acknowledges and agrees, as between Customer and Sensori, Customer shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User which, if undertaken by Customer, would constitute a breach of this agreement, shall be deemed a breach of this Agreement by Customer. Customer waives all of those defenses that it may have as to why it should not be liable for the acts, omissions, and noncompliance of this Agreement by such persons.
3. Training. Customer and its Authorized Users must complete all training provided by or on behalf of Sensori prior to accessing and using the Services. Customer must also designate one employee to be responsible for overseeing the deployment, monitoring, pickup, Updating, and maintenance of the Services and other such activities relating to the management and implementation of the Services as directed by Sensori.
4. Support and Maintenance. During the Term, Sensori will provide to Customer support and maintenance services set forth in Sensori’s Support Terms at sensorirobotics.com/supportterms in accordance with the terms and conditions set forth in this Agreement. Customer acknowledges and agrees that certain Updates to the Services may be necessary or desirable (e.g., for safety, performance, compliance with law) and, as such, Customer agrees to promptly: (i) grant Sensori reasonable access to the Equipment to implement such Updates, and (ii) install or otherwise implement any and all Updates Sensori may provide in connection with the Services.
5. Software Service License. During the Term, and subject to the terms and conditions of this Agreement, Sensori hereby grants to Customer, for the benefit of its Authorized Users, a limited, non-exclusive, royalty-free, non-transferable license to access the Software Service for the training and management of the Equipment in accordance with the terms of this Agreement. For the avoidance of doubt, nothing in this license is intended to grant Customer and its Authorized Users any Intellectual Property Rights in, nor access to, any Source Materials, databases, or other underlying components of the Software Service.
6. Proprietary Rights. The Services IP is and shall at all times be and remain the exclusive property of Sensori or its licensors, as applicable. Except for the rights and licenses expressly granted in this Agreement, no other rights are granted to Customer by Sensori and its licensors, and all other rights are expressly reserved by Sensori and its licensors. If Customer sends, transmits, or otherwise communicates any ideas, suggestions, recommendations, or the like with respect to the Services (e.g., new features or methods relating thereto), (together with all associated Intellectual Property Rights, “Feedback”), all such Feedback is and will be exclusively owned by Sensori, and Customer hereby assigns all right, title, and interest in, and Sensori is free to use, without any attribution or compensation to Customer, any ideas, know-how, concepts, techniques, and all applicable Intellectual Property Rights relating to the Feedback for any legal purpose whatsoever. All Services Data is and shall at all times be and remain the exclusive property of Sensori or its licensors. Sensori is free to use or disclose such Services Data for any legal purpose whatsoever and will do so in accordance with its Privacy Policy at sensorirobotics.com/privacy. Customer Data is and shall at all times be and remain the exclusive property of Customer; provided, however, Sensori shall have the right to use relevant Customer Data to provide the Services to Customer.
7. Confidentiality. Each Party retains all right, title and interest in Confidential Information that it as the Discloser provides to the other Party hereto. Neither Party shall disclose to any third party any Confidential Information of the other, nor use such other Party’s Confidential Information for any purpose not specified in this Agreement.
8. Representations, Warranties, and Covenants.
   • Equipment Warranties. Sensori warrants that the Equipment (except batteries) will substantially conform to the documentation provided with such Equipment and such Equipment shall be free of any material defect in materials or workmanship for a period of twenty-four (24) months from the date provided to Customer. No other Equipment warranties are provided. If any of the foregoing warranties are breached, Sensori and/or its suppliers shall, at its sole expense and option, repair or replace any defective or non-conforming hardware. Such repair or replacement shall be Customer’s sole remedy, and Sensori’s exclusive obligation, with regard to any breach of the warranties set forth in this Section 1. These Equipment warranties are null and void if : (i) with the exception of Field-Replaceable Parts, the Equipment or any of its parts have been installed, relocated, altered, repaired, or serviced by any third party not authorized by Sensori; (ii) the Equipment or any of its parts have been subjected to accident, misuse, abuse, or negligence; (iii) the Equipment or any of its parts have been used or operated in contravention of the documentation provided by Sensori with the Equipment (including a failure to clean or maintain the Equipment in accordance with the maintenance guidelines provided or to implement/permit Sensori to implement any and all Updates or to comply with the Acceptable Use Policy); or (iv) the Equipment is not connected to a wireless network as instructed by Sensori. Sensori is not responsible for network outages, including cellular and real-time kinematic (RTK) positioning networks.
   • Software Service Warranties. Sensori warrants to Customer that the Software Service will materially conform to the functionality described in the applicable documentation on Sensori’s website, and such functionality of the Software Service will not be materially decreased during the Term. Customer’s sole and exclusive remedy for Sensori’s breach of these warranties shall be that Sensori will use commercially reasonable efforts to modify the Software Service to restore the functionality described in the documentation and if Sensori is unable to restore such functionality, Customer shall be entitled to terminate this Agreement. Sensori shall have no obligation with respect to a warranty claim unless notified of such claim within thirty (30) days of the first instance of any material non-conformance. The warranties made in this Section 2 are made to and for the benefit of Customer only. Such warranties shall only apply if the Software Service has been utilized in accordance with the documentation, this Agreement, and applicable laws.
   • Customer Representations & Warranties. Customer represents, warrants, and covenants to Sensori that Customer and its Authorized Users have provided notifications to, obtained consents from, and otherwise has all rights necessary (and will continue to ensure the foregoing) to: (i) transmit, upload, permit access to, or otherwise provide any and all Customer Data and other data it provides to Sensori (including any Personal Information contained therein), whether directly, indirectly, or through the Software Service, and (ii) for Sensori to use such Customer Data and other data it provides to Sensori (including any Personal Information contained therein) in accordance with this Agreement.
   • DISCLAIMER OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, AND COVENANTS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES (INCLUDING CONSTITUENT COMPONENTS) AND THE SERVICES ARE PROVIDED “AS IS,” AND SENSORI DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. SENSORI DOES NOT WARRANT THAT THE SERVICES (OR ANY CONSTITUENT COMPONENTS) PROVIDED UNDER THIS AGREEMENT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT SENSORI’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CUSTOMER ONLY.
9. Limitation of Liability.
   • NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF WARRANTY OR OTHERWISE UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
   • LIMITATION OF LIABILITY.
     • SENSORI. EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO SECTION 10, SENSORI’S LIABILITY ARISING UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO SENSORI PURSUANT TO SECTION 1 HEREOF WITHIN THE LAST TWELVE (12) MONTH PERIOD. SENSORI SHALL NOT HAVE ANY LIABILITY FOR CUSTOMER’S, AUTHORIZED USERS’, OR ANY THIRD PARTY’S USE OF THE SERVICES (INCLUDING ANY CONSTITUENT COMPONENTS THEREOF) OR THE SERVICES IN VIOLATION OF THIS AGREEMENT.
     • CUSTOMER. EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO SECTION 10, CUSTOMER’S LIABILITY ARISING UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE) SHALL NOT EXCEED THE SUM TOTAL OF ALL FEES DUE PURSUANT TO SECTION 1 HEREOF AND SENSORI’S REPLACEMENT COSTS FOR ANY LOST, DAMAGED, OR STOLEN EQUIPMENT.
     • INDEMNIFICATION CAP. NOTWITHSTANDING THE FORGOING, TO THE EXTENT THE INDEMNIFYING PARTY’S INSURANCE POLICY(S) PROVIDE AT LEAST INDUSTRY-STANDARD COVERAGE OF AN ACT OR OMISSION GIVING RISE TO A THIRD-PARTY CLAIM, SUCH INDEMNIFYING PARTY’S LIABILITY FOR AMOUNTS PAYABLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 SHALL NOT EXCEED THE APPLICABLE LIMITS OF SUCH INSURANCE POLICY(S).
   • THESE LIMITATION UPON DAMAGES AND CLAIMS ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
10. Indemnification.
11. Indemnity. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its respective officers, directors, employees, agents, advisers and representatives (“Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding (each a “Third-Party Claim”) relating to: (a) gross negligence or willful misconduct (including, as to Sensori, in connection with its provision of the Services and, as to Customer, its acts or omissions in connection with its use of the Services); or (b) as to Customer, (i) any actual or alleged breach of the representations, warranties, or covenants set forth in Article 3 of this Agreement, or (ii) use of the Services not in accordance with the Acceptable Use Policy and any training, instructions, or other guidance provided by or on behalf of Sensori in connection therewith.
12. The Indemnifying Party shall have the right, but not the obligation, to control the defense of the Indemnified Party against any such Third-Party Claims, utilizing counsel chosen in Indemnifying Party’s sole discretion, provided that the Indemnified Party may participate in any such defense, at its own expense, by separate counsel of its choice, and further provided that any such participation shall not limit Indemnifying Party’s right to control such defense. Notwithstanding anything contained in the foregoing sentence to the contrary, the Indemnifying Party (a) shall not be entitled to have sole control over any third party claim that seeks an order, injunction or other equitable relief against any Indemnified Party; or any action that is the subject of such third party indemnification claim in which both the Indemnifying Party and Indemnified Party are named as parties and either the Indemnifying Party or Indemnified Party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a conflict of interest between such parties may exist in respect of such action, and (b) shall obtain the prior written approval of the Indemnified Party before ceasing to defend against any third party indemnification claim or entering into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief being asserted against any Indemnified Party.  The Indemnified Party shall cooperate with the Indemnifying Party in the provision of any such defense by providing to the Indemnifying Party all such information, assistance and authority as may reasonably be requested by the Indemnifying Party.
13. Term and Termination.
    • Term. This Agreement shall commence on the date on which an associated Order Form is fully executed, and shall remain in effect until terminated in accordance with the terms of this Agreement.
    • Grounds for Termination. Without limiting the rights to immediate equitable relief set forth in Section 2, in the event of a material breach of this Agreement by either Party hereto, the other Party shall provide written notice to the breaching Party (the “Breach Notice”) specifying the nature of the breach. In the event such breach is not cured to the reasonable satisfaction of the non-defaulting Party within thirty (30) days after service of the Breach Notice, this Agreement shall automatically terminate at the election of the non-breaching Party upon the giving of a written notice of termination to the breaching Party not later than sixty (60) days after service of the Breach Notice.
    • Effects of Termination. Upon termination or expiration of this Agreement for any reason: (i) Sensori’s obligation to provide the Services shall immediately terminate; and (ii) Customer shall immediately discontinue all use of the Services and immediately return all Equipment to Sensori. Termination of this Agreement shall not release or discharge either Party hereto from any obligation, debt, or liability which shall have previously accrued and remained to be performed upon the date of termination. The effects of termination set forth in this Section 11.3 are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
    • Surviving Rights. The expiration or termination of this Agreement will not release either Party from any liabilities or obligations set forth herein which (i) the Parties have expressly agreed herein will survive any such expiration or termination or (ii) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination. Specifically, but without limitation, the rights and obligations set forth in this Section 4 (Surviving Rights) and in Section 1 (Fees and Payment), Section 2 (Return of Equipment provisions); Section 6 (Proprietary Rights), Section 7 (Confidentiality), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 13.3 (Effects of Termination), and Section 14 (General) shall survive termination or expiration of this Agreement for any reason. Termination or expiration of this Agreement shall not be deemed a waiver of any claims arising from activities occurring prior to termination or expiration.
14. General.
    • Entire Agreement; Modification; Headings. This Agreement, including all attachments hereto, forms the entire agreement between the Parties. All prior agreements, commitments, statements and discussions are merged into and superseded by this Agreement. No waiver, alteration or modification of any of the provisions hereof shall be binding unless made in writing and signed by the Parties. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
    • Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
    • Assignment. Sensori may assign this Agreement or any of its rights or delegate any of its duties under this Agreement. Customer shall not assign this Agreement nor any of its rights nor delegate any of its duties under this Agreement without the prior written consent of Sensori. Any unauthorized attempted assignment shall be null and void and of no force or effect.
    • Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
    • No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
    • No Third-Party Beneficiaries. Except as set forth herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever.
    • Deemed Acceptance. Execution of the Order Form or accessing or using the Services, shall constitute acceptance by Customer of these Standard Terms.
15. Definitions. Unless otherwise defined, capitalized terms in this Agreement have the meanings set forth below.
    • “Authorized User” means any individual to whom Customer has granted access to use the Software Service on Customer’s behalf under the rights granted to Customer pursuant to this Agreement. Example Authorized Users may include without limitation Customer’s employees, consultants, contractors, or agents.
    • “Confidential Information” means any material or information relating to a Party’s or its affiliate’s pricing, research, development, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing, finances, or other business information or trade secrets that such disclosing Party treats as proprietary or confidential.
    • “Customer Data” means all data, information, images, and other materials provided to Sensori or otherwise allowed to be accessed by Sensori, whether directly, indirectly, or through the Equipment or the Software Service, by Customer and its Authorized Users.
    • “Equipment” means the equipment which Sensori provides to Customer under an “as-a-service” model pursuant to an Order Form. The Equipment includes any software installed thereon, as well as any applicable Updates and documentation.
    • “Field-Replaceable Parts” has the meaning set forth in the Support Terms.
    • “Intellectual Property Rights” means, collectively, any and all rights and interest in and to: all current and future worldwide patents, patent applications, copyright and trademark registrations and applications therefore, moral rights, inventions, discoveries, utility models, industrial designs, know-how, data, metadata, databases, models, code, software, drawings, mask works, works of visual art and any other work that may be the subject matter of copyright protection, flowcharts, composition of any matter and all intellectual property and/or industrial property rights of the United States or any other state, country or jurisdiction, whether registrable or not.
    • “Personal Information” means any data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household or any other data that constitutes personal information or personal data under applicable law, contract or privacy policy.
    • “Services” means the Equipment, Software Service, and associated documentation.
    • “Services Data” means any and all data collected (other than Customer Data) or generated by the Services.
    • “Services IP” means any and all Intellectual Property Rights in and to the Services.
    • “Software Service” means Sensori’s proprietary technology and software solutions for robot site setup and fleet monitoring, offered in hosted form under an “as-a-service” model and accessible via web browser or downloadable software application (e.g., iOS/Android mobile app). For the avoidance of doubt, the Software Service includes any applicable Updates and documentation.
    • “Source Materials” means human readable source code for all software embodied in the Software Service electronic media and all macros, specialized routines, procedures, applicable technical documentation, and related materials.
    • “Update” means any patch, bug fix, release, version, modification or successor to the any portion(s) of the Services, including to the Equipment and Software Service.

                                                               End of Standard Terms