DABOT, INC. SERVICE LICENSE AGREEMENT

BY CLICKING ON THE “I ACCEPT” BUTTON OR BY OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW TO USE THE DABOT SOLUTION AND/OR THE DABOT SOFTWARE (EACH AS DEFINED BELOW) OFFERED BY DABOT INC., A DELAWARE CORPORATION WITH AN OFFICE AT 7300 STATE HIGHWAY 121, SUITE 300, MCKINNEY, TX 75070 (“DABOT”), INCLUDING, FOR EXAMPLE, BY ACCESSING OR USING THE DABOT SOFTWARE OR THE DABOT SOLUTION, THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“CUSTOMER”) CONSENTS TO BE BOUND BY THIS LICENSE AGREEMENT, OR, IF APPLICABLE, BY THE TERMS OF A CURRENTLY EFFECTIVE WRITTEN AGREEMENT REGARDING THE USE OF THE DABOT SOLUTION SIGNED BY AN AUTHORIZED AGENT OF CUSTOMER AND BY DABOT.

1. LICENSE.

1.1 Definitions. “DABOT Solution” means the hosted version of the DABOT Software, which is made accessible to the Customer by DABOT through Amazon Web Services. “DABOT Software” means DABOT’s AI-integrated solution. “Customer Data” means any materials provided by or on the Customer's behalf to be processed using the DABOT Solution. “Documentation” means the end-user or technical documentation pertaining to the DABOT Solution provided by DABOT.
1.2 Provision of DABOT. During the Term of this License Agreement, DABOT, Inc. shall provide the DABOT Solution in accordance with the terms of this License Agreement. DABOT grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the DABOT Solution for Customer’s internal business purposes. Provision of the Services shall be further subject to the DABOT's Privacy Policy shall be from time to time, a current version of which can be found at our link https://www.dabot.ai/privacy-policy/
1.3 Restrictions. Customer shall not, and shall not authorize any third party to (a) rent, transfer, distribute, sublicense, use or duplicate or use for the benefit of any third party the DABOT Software or the DABOT Solution, or any portion thereof, except as expressly authorized in the license agreement; (b) modify, translate, or prepare derivative works based upon the DABOT Software or the DABOT Solution; (c) disclose any performance testing results relating to the DABOT Solution without DABOT’s prior written consent; (d) reverse-compile or decompile, disassemble, or otherwise reverse engineer the DABOT Software, except to the extent expressly required to be permitted by applicable law; (e) alter, remove, or obscure any copyright, trademark, or other proprietary notices on or in the DABOT Solution or the DABOT Software; and/or (f) use the DABOT Solution to store or transmit infringing, harmful, malicious, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights. Except for the license expressly granted by DABOT to Customer under this Agreement, DABOT reserves all right, title and interests in and to the DABOT Solution and the DABOT Software and any derivative works derived therefrom, and all intellectual property rights therein.
1.4 Customer Obligations. Customer shall (a) be responsible and liable for any action or inaction of Customer’s users, which is in violation of this Agreement, (b) be solely responsible for the accuracy, quality, integrity, and legality of any Customer Data and of the means by which the Customer acquires, uploads, transmits, and processes the Customer Data, (c) prevent unauthorized access to or use of the DABOT Solution, and notify DABOT promptly of any unauthorized access or use of which it becomes aware; (d) make any disclosures to and obtain any consents required by any applicable law, rule, or regulation for the use, processing, transfer, disclosure, or access to Customer Data in or for the DABOT Solution or as otherwise contemplated by this Agreement; (e) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the DABOT Solution;
1.5 Third Party Reports. DaBot may receive notices from third parties (“Reporters”) regarding Customer Data or Customer’s use of the Services (“Reports”). DaBot will forward all Reports directly to the Customer. Customer acknowledges that it will indemnify and hold DaBot harmless from any failure of Customer to address the Report within five (5) business days of DaBot’s forwarding of the report to Customer. Without limiting that obligation, DaBot may, but is not required to take actions it deems appropriate in its sole discretion to resolve any Report.
1.6 Professional Services. DABOT will provide any professional services (“Professional Services”) which Customer has elected to purchase pursuant to a statement of work, order form, or other document describing those Professional Services agreed to by the parties (each an “SOW”). Customer understands that DABOT’s delivery of the Professional Services is dependent on Customer’s timely provision of information, material, and resources. Customer shall pay to DABOT the fees for the Professional Services (the “Professional Services Fees”) in the amounts and at the times specified in the SOW. Except to the extent the SOW provides that the Professional Services Fees will be paid through the Marketplace, all Professional Services Fees are payable in U.S. dollars and are due within thirty (30) days of DABOT’s invoice. Excluding taxes based on DABOT’s net income, Customer is liable for all taxes, duties and customs fees associated with the Professional Services Fees, whether or not DABOT invoices Customer for them. Past due accounts shall be charged interest of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowable by law.
1.7 Support. DaBot shall use reasonable efforts to provide Support for the DaBot Software and the DaBot Services as during the License Term in accordance with DaBot’s then-current support policies. For any DaBot support-related questions, issues, or concerns, please contact our support team at support@dabot.ai

2. CUSTOMER DATA. “Customer Data” means Customer’s data pertaining to Customer’s employees, customers, users, or other individuals provided by Customer to DaBot. Customer shall own all intellectual property rights in and to the Customer Data. The parties do not anticipate that DaBot will have any access to Customer Data in the course of performing under this Agreement but to the extent it does so, DaBot will provide the security measures for the DaBot Solution set forth in DaBot’s then-current Data Protection Policy which may be found https://www.dabot.ai/privacy-policy. Upon any expiration or termination of this Agreement, DaBot will delete all Customer Data in its possession unless legally prohibited. Any Customer Data will be subject to DaBot’s Privacy Policy at https://www.dabot.ai/privacy-policy/.

3. CONSIDERATION. The Fee for the DaBot Software during the Initial License Term shall be as set forth on the Order Form executed by the Customer. Except as otherwise provided in an Order Form, fees paid under this Agreement (collectively “Fees”) shall be payable in U.S. dollars and are due within thirty (30) days of DaBot’s invoice. Excluding taxes based on DaBot’s income, Customer is liable for all taxes, duties, and customs fees associated with the Fees, whether or not DaBot invoices Customer for those taxes, duties, or customs fees. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. Except as otherwise expressly provided in this Agreement, Customer shall not be entitled to any refund of any Fees paid for the DaBot Software and/or the DaBot Services.

4. TERM AND TERMINATION: The term of this Agreement shall commence on the earlier of the date this Agreement is executed by the Customer, or the date Customer installs or otherwise accesses the DaBot Software (the “Effective Date”) and shall continue for the term set out on the Order Form executed by Customer or, if the parties have not executed an Order Form, for sixty (60) days (the “License Term”). This Agreement may be terminated by either party: (a) upon ten (10) days written notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that ten (10) day period; or (b) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations; or (c) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding of that nature is filed against it; or (d) immediately, upon any breach of Section 1.3 or Section 7 of this Agreement. Upon any expiration or termination of the License Term or this Agreement: (a) all licenses and rights granted by DaBot to Customer hereunder shall terminate; (b) Customer will cease all use of the DaBot Software; (c) and Customer shall immediately return to DaBot the DaBot Software and any DaBot Confidential Information; and (d); Customer shall pay to DaBot any fees accrued prior to the date of termination and, if this Agreement is terminated for any reason other than DaBot’s uncured breach, any fees that would have been payable for the remainder of the Initial License Term or then-current Renewal Term. The provisions of Sections 1.3, 3, 4, 5, 6, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of this Agreement.

5. INDEMNIFICATION.

Indemnification by DaBot. DaBot shall defend Customer (including payment of attorneys’ fees, expert fees and court costs) from any third-party claims that the DaBot Software and/or the DaBot Solution infringe any U.S. issued patent, copyright, or other proprietary right and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle claims. If Customer’s use of the DaBot Software and/or the DaBot Solution is (or in DaBot’s opinion is likely to be) enjoined, DaBot may terminate this Agreement and Customer’s right to use the DaBot Software and the DaBot Solution. DaBot shall have no obligations under this Section to the extent any infringement claim is based on: (a) any modification or alteration to the DaBot Software or the DaBot Solution not made by DaBot; (b) any combination or use of the DaBot Software or the DaBot Solution with products or services not provided by DaBot; (c) any unauthorized use of the DaBot Software or the DaBot Solution; (d) any unsupported release of the DaBot Software or the DaBot Solution or if Customer fails to install an update provided by DaBot that could have avoided the actual or alleged third party claim; (e) if Customer settles or makes any admissions with respect to a claim without DaBot’s prior written consent; (f) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (g) use of the DaBot Software or the DaBot Solution not in accordance with the terms of this Agreement. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies and DaBot’s entire liability with respect to infringement or misappropriation of third-party intellectual property.
Indemnification by Customer. Customer shall defend DaBot (including payment of attorneys’ fees, expert fees and court costs) from any third-party claims arising out of any breach by Customer of this Agreement.
Conditions of Indemnification. Each party’s indemnification obligations under this Section 5 are conditioned on (a) prompt written notice of any claim; (b) the ability to control and direct the defense or settlement of any claim; and (c) all reasonable assistance in connection with the defense or settlement of any claim.

6. DISCLAIMER; LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DABOT SOFTWARE AND ANY MATERIALS OR SERVICES PROVIDED BY DABOT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S SOLE REMEDY AND DABOT’S SOLE LIABILITY FOR ANY BREACH OF THIS AGREEMENT SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE DABOT SOFTWARE AND IMMEDIATELY RETURN TO DABOT THE DABOT SOFTWARE AND ALL DUPLICATES AND ANY DABOT CONFIDENTIAL INFORMATION. IN NO EVENT SHALL DaBot BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DABOT OR ANY OF ITS THIRD PARTY LICENSORS (UNDER ANY THEORY OF LIABILITY) EXCEED ONE THOUSAND DOLLARS ($1,000), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

7. CONFIDENTIAL INFORMATION. Customer acknowledges that it may receive from DaBot confidential information relating to DaBot. That information shall belong solely to DaBot and includes, but is not limited to, the terms of this Agreement and other technical, business, marketing and financial information, and any data not previously known that could reasonably be considered confidential or proprietary (“Confidential Information”). Confidential Information shall not include information which: (a) is already known to Customer prior to disclosure by DaBot; (b) becomes publicly available without fault of Customer; (c) is rightfully obtained by Customer from a third party without restriction as to disclosure; or (d) is approved for release by written authorization of DaBot. During and after the term of this Agreement, Customer shall: (y) not use (except as expressly authorized by this Agreement) or disclose Confidential Information without the prior written consent of DaBot; and (z) take all reasonable measures to maintain the Confidential Information in confidence. Information shall not be deemed confidential if it becomes public without breach of this Agreement by Customer. The DaBot Software and all technical information relating thereto shall be considered Confidential Information of DaBot. Customer may disclose Confidential Information to the extent required by law, provided that Customer gives DaBot reasonable advance notice of the required disclosure and the opportunity to obtain appropriate confidential treatment for the Confidential Information. DaBot may disclose aspects of this Agreement to its licensors to the extent required under the agreement with the licensor. DaBot will be free to use any data, metadata and information it so collects relating to the DaBot Software and may allow others to do so.

8. GENERAL:

Compliance with Laws; Export Control. Customer shall use the DaBot Software in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in this Agreement, Customer shall not export or import the DaBot Software (including any Documentation), or any technical information provided under this Agreement.
Assignment. Neither this Agreement, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of DaBot. Any attempted assignment in violation of this Agreement shall be void and without effect.
U.S. Government End-Purchaser. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all DaBot Software and DaBot Services and accompanying documentation provided by DaBot are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
Open-Source Code. Components of the DaBot Software may be covered by so-called “open source” software licenses (“Open-Source Software”). Customer’s use of any Open-Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in that Open-Source Software (each an “Open-Source License”). DaBot grants Customer a license to use the Open-Source Software to the full extent permitted by the applicable Open-Source License.
Marketing. Customer consents to DaBot’s use of Customer name and logo and general description of Customer’s relationship with DaBot in press releases and other marketing materials and appearances. Customer agrees to receive marketing communications and other solicitations and materials from DaBot, as determined by DaBot in its sole discretion.

9. International Transfers.

Datacenter locations. DaBot may transfer and process Customer Data, including any Personal Data contained therein, anywhere in the world where DaBot, its affiliates, or its sub-processors maintain data processing operations, provided that such processing complies with the requirements of applicable law. Specifically, DaBot may store or otherwise process Customer Data within the United States, regardless of the country in which Customer is based or the country of origin for Customer Data.
Transfers from the EEA. To the extent that Personal Data contained within Customer Data is transferred by or on behalf of Customer (including onward transfers) from within the European Economic Area (EEA) to DaBot in a jurisdiction outside of the EEA, the Parties agree that, with respect to any restricted transfer under the GDPR, the Standard Contractual Clauses approved by the European Commission under Decision 2021/914 of 4 June 2021 (Module 2) shall apply and provide the appropriate safeguards required of such transfer.
Transfers from the United Kingdom. To the extent that Personal Data contained within Customer Data is transferred by or on behalf of Customer (including onward transfers) from within the United Kingdom to DaBot in a jurisdiction outside of the United Kingdom, the Parties agree that, with respect to any restricted transfer under applicable law, the Standard Contractual Clauses approved by the European Commission under Decision 2010/87 of 5 February 2010 shall apply and provide the appropriate safeguards required of such transfer.
Alternative Transfer Mechanism. The Parties agree that the Standard Contractual Clauses shall not apply if and to the extent that DaBot adopts an alternative mechanism for the lawful transfer of Personal Data under applicable law, in which event, the alternative mechanism shall apply instead.

10. Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary, and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within San Francisco, California, shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail sent to the address set forth at the beginning of this Agreement in the case of DaBot, and by registered mail to any address provided by Customer to DaBot in the case of Customer. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. This Agreement may be amended only upon the written consent of both parties. In the event the parties enter into, or have entered into, a formal written agreement, including, without limitation, an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of this Agreement.