This Software License Agreement (“Software License Agreement”) sets forth the terms and conditions of your use of the accompanying Software. For the purposes of this Software License Agreement, “You” means you, the Customer, and “Licensor” or “RoboKind” means RoboKind, LLC, a Texas liability company, with offices located at 2100 N State Highway 360, Suite 1606, Grand Prairie, TX, 75050, and its subsidiaries and affiliates

1. DESCRIPTION OF THE SOFTWARE AND SERVICES.

RoboKind is a provider of foundational curriculum programs, including social skills and phonics, designed to help students learn through the use of I-VAKT™ methodology and Virtual Avatar Teaching Assistants, delivered via a cloud-based platform as a unique software-as-a-service offering. RoboKind owns the Software and makes the Software and Services available directly to Customers and End Users. RoboKind also may provide consulting services relating to its Services (“Professional Services”). This Software License Agreement will apply to all use of the Software with respect to the Services or Professional Services provided to Customer by RoboKind, unless the parties ) expressly agree otherwise in writing. From time to time the parties ) may purchase additional features relating to the Software, which, upon such addition, will be subject to the terms and conditions of this Software License Agreement as well as any additional terms agreed to at that time. This Software License Agreement contains the terms and conditions that govern the Professional Services and Customer’s access and use of the Software and Services. Capitalized terms and phrases used in this Software License Agreement will have the meanings as defined in Section 3 below, otherwise as set forth in the context in which they are used.

2. EXHIBITS

The following agreements and statements are incorporated in full as part of this Software License Agreement for all purposes:

• Terms of Service (“TOS”) https://robokind.com/tos
• Privacy Policy (“Privacy Policy”) https://robokind.com/privacy-policy
• HIPAA and FERPA Compliance (“HIPAA and FERPA Compliance Policies”) https://robokind.com/hipaa-and-ferpa-compliance

Customer acknowledges that the TOS, Privacy Policy, and HIPAA and FERPA Compliance Policies are subject to revision at RoboKind’s sole discretion and may change during the term of this Software License Agreement.

To the extent that Customer elects to engage Licensor for Professional Services, the Professional Services Addendum listed in Exhibit A shall apply.

Exhibit B is a Data Sharing Agreement between RoboKind and Customer, the contents of which are incorporated in full as part of this Software License Agreement.

3. DEFINITIONS

For purposes of this Software License Agreement, the following terms will have the following meanings:

• “Customer” means the individual that subscribes to RoboKind Software and curriculum or purchase Services from RoboKind for their own internal business or educational use, including for the access and use of Software and Services by End Users, and not for further resale or distribution.
• “End Users” means the individuals that access and use the Software and associated Deliverables purchased by Customer who are specifically authorized by Customer to access the Software and End Users include but are not limited to students, teachers, administrators, parents, and IT staff.
• “Software” means all software and curriculum that RoboKind may provide or make available as part of this Software License Agreement, as made available through the RoboKind Application, made available on a per-curriculum basis. All Software shall be provided through a subscription service (as further detailed in Section 7), with either an unlimited or limited number of End Users allowed per subscription. Software shall include any updates, revisions and successor versions provided to supplement or replace any Software.
• “Services” means the RoboKind technical support and service level terms and conditions currently offered by RoboKind as provided to Customer, in connection with the operability, functionality, and availability of the Software purchased by Customer. Services may also include Professional Services for purposes of this Software License Agreement

4. SERVICES; RIGHTS GRANTED; AND OBLIGATIONS

4.1 Right to Use the Software. Licensor hereby grants to Customer a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related documentation (the “Documentation”) during the Subscription Term of any applicable Subscription, according to the provisions contained herein and subject to payment of applicable Subscription fees set forth via the website for the RoboKind Application and further detailed in Section 7. Customer may use the RoboKind Software only for personal and educational purposes in a classroom or other instructional setting where Customer personally provides instruction. In utilizing the Software, Customer may permit End Users to access the Software, however, Customer will ensure that any End User does not make any unauthorized use of the Software. Customer may not share the Software and Services for use in classroom or other instructional settings where Customer does not personally provide instruction. Customer must be an individual and may not be an entity such as a school, educational organization, or school district. The RoboKind Software may not be used for any other purpose, whether “for profit” or “not for profit” except where permitted by additional agreements. Customer is not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. Customer also may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to Customer in the human readable code of the Software (source code). Except as provided below, this Software License Agreement does not grant Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.

4.2 Documentation Photocopies and Deliverables. In connection with elements of the Software, certain tangible products such as worksheets, printouts, handouts, or other classroom deliverables (“Tangibles”) may be provided for printing and photocopying. Licensee grants to Licensor the right to print and photocopy such Tangibles during the Subscription Term for personal and classroom use with the Customer’s own classrooms and instructional settings and for educational purposes only. Customer may not print, photocopy, or otherwise reproduce such Tangibles for any other purpose without the written consent of Licensor.

4.3 No Assignment; No Transfer. You agree not to transfer or assign the Software and/or this Software License Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Software License Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.

4.4 No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

4.5 Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

4.6 Title. You agree that Licensor owns and holds all right, title, and interest to the Software, Tangibles, and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software, Tangibles, and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software, Tangibles and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to Customer under this Agreement are reserved by Licensor.

4.7 No Software Delivery Obligation. All Software will be made available for access online and RoboKind has no software delivery obligation and will not ship copies of any of the software programs Upon the termination or expiration of Customer’s subscription, Customer’s right to access or use the Software will immediately terminate.

4.8 Professional Services. If Customer elects to engage RoboKind to provide Professional Services, the scope of the Professional Services and any deliverables (“Deliverables”) will be described in a separate purchase order(s) and will be provided in accordance with the terms and conditions of Exhibit A.

4.9 Data Sharing Agreement. As part of RoboKind’s legal obligations to comply with the privacy, data sharing, and confidential information provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and the Family Education Rights and Privacy Act (“FERPA”) regulations, as they apply to this Software License Agreement and to RoboKind’s business relationships with its Customers, RoboKind has provided in Exhibit B, a Data Sharing Agreement which details RoboKind’s efforts regarding the storage, use, and disclosure of any data obtained or shared as part of this Software License Agreement. Such data may include but not be limited to individually-identifiable health information, and data regarding student education records and other confidential information. The Data Sharing Agreement is fully incorporated into this Software License Agreement. It is Customer’s responsibility to ensure that the Data Sharing Agreement provides sufficient measures for any laws or regulations of Customer’s jurisdiction. In the event that the Data Sharing Agreement does not provide sufficient measures for any laws or regulations of Customer’s jurisdiction, Customer shall notify RoboKind and cease all use of the Software and Services.

4.10 Updates to TOS, Privacy Policy, and HIPAA and FERPA Compliance Policies. RoboKind may update or change its TOS, Privacy Policy, and HIPAA and FERPA Compliance Policies at its sole discretion, and all changes will be effective immediately upon posting online, or if such Exhibit is not made available to Customers online, upon notification to Customer. Customer will be notified by email of any material changes to these agreements if Customer has previously provided RoboKind with a valid email, where such email address may be updated and treated as a Notice under Section 10 of this Software License Agreement.

4.11 Updates to this Software License Agreement. RoboKind may update or change the terms of this Software License Agreement at its sole discretion, provided that RoboKind provides thirty (30) days written notice to Customer, where such notice may be provided by electronic mail.

4.12 Web Portal Access and Management. As part of the Software subscription by Customer, Customer will be assigned an account and given access to RoboKind’s End User access and management tool (“RoboKind Central”). Customer may use RoboKind Central to manage End User access, rights, and permissions for Software and Services. Customer shall have access to any Customer Data, as defined in Section 3, stored in RoboKind Central for a period of six (6) months after the expiration or Termination of this Software License Agreement.

4.13 Relationship of the Parties. The parties are independent contractors. Nothing in this Software License Agreement or in the activities contemplated by the parties under this Software License Agreement will be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Each party will be deemed to be acting solely on its own behalf and has no authority to bind the other to any third party.

4.14 Use of Subcontractors. RoboKind may, in its discretion, engage subcontractors to perform Services under this Software License Agreement, provided such subcontractors are required to comply with the confidentiality and other obligations described in this Software License Agreement.

Non-Exclusive Agreement. The arrangement set forth in this Software License Agreement is non-exclusive and this Software License Agreement will not prevent or prohibit either party from entering into similar agreements with other providers or purchasers or licensors or subscribers, as the case may be, of products or services similar to those under this Software License Agreement.

5. INTELLECTUAL PROPERTY; LICENSE TO ROBOKIND IP.

5.1 RoboKind owns or has licenses or right, title or interest and all other proprietary or intellectual property rights (“Intellectual Property Rights”) in and to (i) all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, inventions, licenses and other intellectual property rights enforceable in the United States for the Software, and for (ii) the processes, software, utilities, know how, works of authorships, databases, formulae, algorithms, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems or procedures, and methods of operation that RoboKind will use to perform RoboKind’s Services and Professional Services and to provide Deliverables as applicable under this Software License Agreement, including but not limited to, know-how, templates, project tools, and all Licensed Software or Software provided as a service (collectively, “RoboKind IP”). RoboKind IP does not include Customer Data or Deliverables, to the extent the Deliverables do not include any underlying RoboKind RoboKind or its licensors reserve all Intellectual Property Rights in the RoboKind IP. RoboKind, in its sole discretion, may grant to Customer a limited, personal, non- commercial, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the RoboKind IP for the term of this Software License Agreement, and only upon RoboKind’s prior written permission. Customer will not modify, disassemble, decompile or reverse engineer any hardware or software in the Services or RoboKind IP in any manner whatsoever. Further, Customer will not otherwise use the RoboKind IP except as expressly permitted pursuant to this Software License Agreement.

5.2 Customer may engage RoboKind to develop Deliverables, such as custom interfaces, training programs or curriculum to be used in connection with the Services. The Deliverables will be specifically identified in the Professional Services addendum and set forth in a purchase order for Professional Services. All Intellectual Property Rights in the Deliverables will be owned by Customer to the extent the Deliverables do not have any underlying RoboKind IP If any RoboKind IP is included in the Deliverables, RoboKind will maintain ownership in the Deliverables as RoboKind IP.

5.3 Customer also retains all ownership and Intellectual Property Rights in and to its confidential information and to any and all data and information (such as electronic files, materials, data, text, audio, video, images, etc.) uploaded, transmitted, stored, retrieved, processed, submitted, or otherwise made available by Customer or an End User in connection with the Software and Services (“Customer Data”). Such Customer Data shall also be subject to the terms of the Data Sharing Agreement. RoboKind may compile non-identifying, aggregate, statistical information related to the performance of the Services, and may make such information publicly available, provided that such information is anonymized or does not contain any personally identifiable or Customer-specific information.

5.4 RoboKind will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use the Deliverables as required to provide the Services or Professional Services set forth in applicable service order(s) and to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to operation of the Services.

6. LIMITED WARRANTY AND DISCLAIMERS; SUSPENSION OF SERVICES.

Licensor warrants that for the period of your subscription, the Software, if operated as directed, will substantially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Software will be uninterrupted or error-free. Licensor also warrants that the media containing the Software, if provided by Licensor, is free from defects in material and workmanship and will so remain for the period of your subscription to the Software.

Licensor's sole liability for any breach of this warranty shall be, in Licensor's sole discretion (i) to replace your defective media or Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software.

Only if you inform Licensor of your problem with the Software during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the Software will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30) days of being so notified.

If any modifications are made to the Software by you during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this Software License Agreement, then this warranty shall immediately terminate and be void. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was purchased with or designed to be used as described in the Documentation.

THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

ALL OPEN SOURCE SOFTWARE, FREEWARE AND SHAREWARE EMBEDDED OR INCLUDED IN THE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE LISTED AND DESCRIBED ABOVE, AND NO WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY AFTER THE EXPRESS WARRANTY PERIOD STATED ABOVE, AND NO OTHER EXPRESS WARRANTY OR GUARANTY GIVEN BY ANY PERSON, FIRM OR CORPORATION WITH RESPECT TO THIS PRODUCT SHALL BE BINDING ON ROBOKIND. ROBOKIND SHALL NOT BE LIABLE FOR LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF ROBOKIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL RECOVERY OF ANY KIND AGAINST ROBOKIND BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCT OR SOFTWARE SOLD BY ROBOKIND AND CAUSING THE ALLEGED DAMAGE. WITHOUT LIMITING THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PURCHASER AND PURCHASER’S PROPERTY AND TO OTHERS AND THEIR PROPERTY ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT SOLD BY ROBOKIND NOT CAUSED DIRECTLY BY THE GROSS NEGLIGENCE OF ROBOKIND. THIS LIMITED WARRANTY SHALL NOT EXTEND TO ANYONE OTHER THAN THE ORIGINAL PURCHASER OF THIS PRODUCT, IS NONTRANSFERABLE AND STATES YOUR EXCLUSIVE REMEDY. Some states do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

6.2 Services Warranty. In the event that Customer and RoboKind enter into a Professional Services agreement, subject to the limitations described below, RoboKind warrants that the Services and Deliverables will perform in all material respects in accordance with description of the Services and Professional Services in an applicable purchase order.

6.3 Disclaimer of Warranties. ROBOKIND DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT ROBOKIND WILL CORRECT ALL CUSTOMER ACKNOWLEDGES THAT ROBOKIND DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ROBOKIND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SOFTWARE LICENSE AGREEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, ROBOKIND DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.4 Suspension of Software or Services. RoboKind may suspend Software or Services if: (i) the Software or Services are being used in violation of this Software License Agreement; (ii) Customer fails to cooperate with any investigation of a suspected violation of this Software License Agreement; (iii) the Software or Services have been accessed or manipulated by a third party without RoboKind’s consent; (iv) RoboKind has not received applicable fees for the Software or Services or (v) as required by For further clarification of Sec. 7 a Customer’s access to Software or Services may be suspended if Customer fails to pay RoboKind. In addition, if a network or part of a network utilized by Customer undergoes a denial of service attack which causes an impact to RoboKind Software or Services, RoboKind may, at its sole discretion, utilize scrubbing services to remove denial of service traffic, or temporarily suspend or route advertisement of customer networks during the attack. RoboKind will use commercially reasonable efforts to provide advance notice of a suspension of access to Software or Services and opportunity to cure, unless suspension is necessary to protect Services or Customer or other customers from imminent and significant operational or security risk. If suspension results from Customer’s breach of this Software License Agreement, fees for the Software or Services during the suspension will continue to be charged. A reinstatement fee may be charged upon reinstatement of Software or Services suspended due to a breach of this Software License Agreement.

6.5 Access to Customer Data. Subject to the terms and conditions of the Data Sharing Agreement, Customer acknowledges and agrees that, unless required by law, it will not have access to any Customer Data during a suspension of the Customer is responsible for maintaining current and reliable backups of its Customer Data and RoboKind has no obligation to help recover such Customer Data. If the terms of this Section 6.5 should conflict with the Data Sharing Agreement, the Data Sharing Agreement shall control.

6.6 Customer Data. Subject to the terms of the Data Sharing Agreement, Customer is responsible for retrieving Customer Data and content upon the termination or expiration of an applicable If Customer has not retrieved its Customer Data upon termination or expiration of the applicable subscription this Software License Agreement, RoboKind may destroy Customer Data that is in the possession or control of RoboKind. If the terms of this Section 6.6 should conflict with the Data Sharing Agreement, the Data Sharing Agreement shall control.

7. FEES, TAXES, TERM, AND PAYMENT.

7.1 Fees & Taxes. In connection with offering the Software with this Software License Agreement, Customer will select, using the RoboKind web interface a particular subscription agreement providing an applicable term, payment terms, and renewal date (“Subscription”). Access to the Software is strictly conditioned upon selection of such Subscription and payment according to the payment terms of the Subscription. All fees due are non-cancelable and the sums paid nonrefundable. Customer is solely responsible for the payment of all sales and use, VAT, duties, tariffs or other similar charges or taxes on the Software and Services, other than taxes based upon RoboKind’s income. All taxes due will be indicated through RoboKind’s online subscription platform.

7.2 Term. Each Subscription will have an associated term in accordance with the particular subscription option selected (the “Subscription Term”). Subscription Terms will automatically renew unless expressly cancelled by Customer, and such renewal will be in accordance with the options selected at the subscription web interface. RoboKind reserves the right to increase the prices for any renewal term with thirty (30) days written notice to Customer, where such notice may be provided via email. If Customer terminates this Software License Agreement prior to the expiration of any applicable Subscription Term, Customer shall not have a right to claim or collect any refund amounts for the Software licensing or subscription fees that were paid or pre-paid.

7.3 Responsibility for Payment. Customer will be responsible for all fees and amounts due under the applicable Subscription.

7.4 Increases. Notwithstanding any other provision to the contrary, RoboKind may increase the charges applicable to any Subscription at its sole discretion, provided that RoboKind provide written notice to Customer more than thirty (30) days prior to any applicable renewal date for a Subscription, where such notice may be provided via email.

8. LIMITATION OF REMEDIES.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

8.1 Acknowledgement. Each party acknowledges and agrees that the cap on damages and the limitations of liability and damages contained in this Section 8 are fundamental elements of this Software License Agreement and that the Software, Services, Professional Services, and Deliverables would not be provided without such cap and limitations. Without limiting the foregoing, in the event any remedy under this Software License Agreement is determined to have failed of its essential purpose, the parties intend that all limitations of liability and remedies and all exclusions of, and caps on, damages provided for in this Software License Agreement will remain in full force and effect. Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages, in those jurisdictions, the parties agree that the liability of each party will be limited to the fullest extent permitted by such jurisdiction.

9. INDEMNIFICATION

9.1 RoboKind’s Obligations. Subject to the limits of liability contained in this Software License Agreement, RoboKind will indemnify, defend and hold harmless Customer, and its officers, directors, agents, and employees from and against any losses, claims, penalties, fines, awards, costs, judgments, damages, liabilities or expenses, including reasonable attorneys’ fees, or the like (“Losses”) incurred by Customer and directly arising out of:

9.1.1. any claim for bodily injury or death of any individual, or the loss, damage or destruction of any real or tangible personal property, resulting from willful misconduct, gross negligence, or fraudulent acts or omissions by RoboKind; or

9.1.2. any Infringement Claim by a third-party related to the “Infringement Claim” is defined as a claim or action alleging infringement of (i) any U.S. patent issued as of the Effective Date of this Software License Agreement, or (ii) any trademark, copyright, or trade secret, enforceable in the U.S. RoboKind will have no indemnity obligation to Customer if an Indemnification Claim results from (i) a correction, alteration, or modification of the Services not provided, or approved in writing, by RoboKind, or (ii) the combination or use of the Services with other services or anything which was not provided, or approved in writing, by RoboKind.

9.2 Customer’s Obligations. Subject to the limits of liability contained in this Software License Agreement, Customer will indemnify, defend and hold harmless RoboKind, its officers, directors, agents, and employees from and against any Losses incurred by RoboKind and arising out of or relating to or based upon:

9.2.1 Customer’s use of the Software, Services, Professional Services, or Deliverables in violation of any applicable law; or

9.2.2 any claim for bodily injury or death of any individual, or the loss, damage or destruction of any real or tangible personal property, resulting from willful misconduct, gross negligence, or fraudulent acts or omissions by Customer; or

9.2.3 any Infringement Claim, or any other sort of action or cause of action, asserted by a third party relating to any Customer Data. Subject to the terms of the Data Sharing Agreement, Customer will have no indemnity obligation to RoboKind if an Indemnification Claim or other action results from changes or alterations to the Customer Data or materials which were done by RoboKind without approval in writing from Customer.

9.3 Procedure. Upon receiving notice of any claim for indemnification set forth in this Section 8, the party entitled to indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”). The Indemnifying Party, at its sole expense, will assume control of the defense of any such claim; however, the Indemnified Party may, at is sole cost and expense, participate in the defense. The Indemnifying Party will not settle any claim without the Indemnified Party’s prior written consent, where such consent will not be unreasonably withheld, conditioned or delayed.

9.4 Option. In addition to the foregoing indemnification obligations, if all or any part of a Software, Service, Professional Services, or the Deliverables is subject to an Infringement Claim, RoboKind may, at its sole discretion and expense: (a) procure for Customer the right to continue using the Software, Services, Professional Services, or Deliverables; or (b) modify or replace the allegedly infringing aspect of the Software, Services, Professional Services, or Deliverables and make them non-infringing, provided, however, that such modification or replacement will not degrade the operation or performance of the Software, Services, Professional Services, or Deliverables. If neither of the remedies in Section 9.4(a) or (b) is commercially reasonable, RoboKind may terminate any Subscription or this Software License Agreement and refund Customer any pre-paid fees for Software, Services, Professional Services, or Deliverables not yet provided.

To the extent that notices are required to be sent to Customer in accordance with this agreement, notice may be sent via electronic mail to the email address provided by Customer upon initial registration for a Subscription, and subject to Customer’s change of such email address via the RoboKind web portal. Such notice via email will be deemed effective when sent via the Internet as may be evidenced by computer records or any archival copy kept in the ordinary course of business by the sender, provided the sender sends it before 6:00 p.m. Central Standard Time on a business day in the U.S., the Notice will be deemed effective on the date it was sent; otherwise it will be deemed effective on the next U.S. business day. Notices to RoboKind, unless otherwise indicated in this Software License Agreement or in the TOS, Privacy Policy, or HIPAA and FERPA Compliance Policies, shall be in writing and in the English language and will be deemed effective as follows: (i) if delivered in person, on the date it is delivered; (ii) if sent by certified or registered mail, postage prepaid, return receipt requested, five (5) business days from the date such notice was posted through the U.S. Postal Service (or other applicable postal delivery service), (iii) if sent by nationally recognized overnight courier, one (1) business day after the sender provides it to the courier for dispatch. Such notices to RoboKind shall be sent to RoboKind’s offices at 2100 N State Highway 360, Suite 1606, Grand Prairie, TX, 75050.

11.  GENERAL.

11.1 Assignment. Customer may not assign this Software License Agreement, or any of its rights, obligations or privileges under this Software License Agreement, by operation of law or otherwise, without the prior written consent of Licensor. Licensor is permitted to freely assign any portion of its rights, obligations, or privileges under this Software License Agreement at its sole discretion.

11.2 Equitable Relief. Each party is entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek equitable relief in a court of competent

11.3 Arbitration. Any dispute, claim, or controversy (“Disputes”) arising out of or related to this Software License Agreement shall be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in The arbitration shall take place in Dallas, Texas, USA.

11.4 Severability. If any provision of this Software License Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Software License Agreement and such other provisions will remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.

11.5 Survival. The terms, conditions or warranties contained in this Software License Agreement that by their sense and context are intended to survive the performance thereof by either party will so survive the completion of the performance or termination of this Software License Agreement, including without limitation, Section 6.3 (Disclaimer of Warranties), Section 9 (Indemnification),), Section 8 (Limitation of Remedies), and the relevant sections of this Section 11 (General).

11.6 Compliance with Laws; Export. Each party will comply with all applicable laws, regulations, and codes (including procurement of permits and licenses, when needed) of their respective states, territories, and/or countries in the performance of this Software License Agreement, provided such compliance is not in violation of the U.S. Government’s Export and Anti-boycott Rules and Regulations. The Services and related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and other applicable laws. Customer represents and warrants that it will (a) comply strictly with all legal requirements established under these controls; (b) cooperate fully with RoboKind in any audit or inspection that relates to these controls; and (c) not export, re-export, divert or transfer, directly or indirectly, any such item to any country or person who or which is embargoed by Executive Order or any applicable law, including any rules, regulations or policies promulgated thereunder, unless Customer has obtained the prior written authorization of RoboKind and the appropriate governmental authority. Customer will indemnify, defend and hold RoboKind harmless from all claims, damages and related expenses (including reasonable attorneys’ fees) incurred by RoboKind that result from Customer’s breach of this provision.

11.7 Limitations on Actions. Each party agrees that no claim (other than Infringement Claims) related to or arising under this Software License Agreement will be brought more than two years after the time that the claim accrued.

11.8 Waiver. Any failure or delay by Licensor to exercise or partially exercise any right, power or privilege will not be deemed a waiver of any of the rights, power or privileges under this Software License Agreement. A waiver by Licensor of a breach of any term, condition, or provision of this Software License Agreement will not operate as, or be construed as, a waiver of any subsequent breach.

11.9 Governing Law; Jurisdiction & Venue. Any and all claims arising under or related to this Software License Agreement will be governed by the laws of the State of Texas, USA. This Software License Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising under or related to this Software License Agreement will be in a state or federal court with competent jurisdiction located in the City and County of Dallas, Texas, and each party agrees not to bring an action in any other venue. Each party agrees to waive all objections to this venue and agrees not to dispute the personal jurisdiction or venue of these courts.

11.10 Force Majeure. Except for payments amounts owed under this Software License Agreement, a party will not be liable for damages resulting from delay or default (provided that party is without fault in causing such delay or default), if such delay or default is caused by conditions beyond its reasonable control, including without limitation, acts of God; natural disasters; war or other hostilities; labor disputes; civil disturbances; pandemics, disease, or epidemics; governmental acts, orders or regulations; or failures or fluctuations in electrical power, heat, lights, air conditioning or telecommunications equipment (each a “Force Majeure Event”). The party affected by the Force Majeure Event must immediately provide notice to the other party in writing of the reason for the delay or default and the likely duration of the delay or default. Except for payments owed under this Software License Agreement, the performance of the party (or parties) affected by the Force Majeure Event, will be suspended during the Force Majeure If, however, performance is not resumed within sixty (60) days after receiving notice of the Force Majeure Event, the other party may, by notice in writing, immediately terminate this Software License Agreement.

11.11 Entire Agreement. This Software License Agreement (including the TOS, Privacy Policy, HIPAA and FERPA Compliance Policies, and any applicable Exhibits) constitute the entire agreement, understanding and representations, expressed or implied, between RoboKind and Customer with respect to the subject matters described, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. Headings used in this Software License Agreement are for ease of reference only and will not affect the construction or interpretation of this Software License Agreement.

12. ACKNOWLEDGEMENT. By using any part of this Software, you indicate that you have read this Software License Agreement, understand it, and agree to be bound by its terms and conditions.

Exhibit A Professional Services Addendum

In addition to the terms and conditions of the Software License Agreement, this Professional Services Addendum will apply in the event Customer elects to engage RoboKind to provide Professional Services relating to the Services, such as installation, configuration, project management and training.

1. The Professional Services and associated Deliverables will be described in a Purchase Order/Statement of Work as mutually agreed between the parties. 
2. The Professional Services will be provided on either a time and materials basis or a fixed fee basis as set forth in the Purchase Order/Statement of Work.
3. RoboKind will provide the Professional Services during RoboKind’s Business Hours. RoboKind will use commercially reasonable efforts to accommodate nominal out-of-Business Hours work, for the purposes of coordination or key service steps which reasonably require performance out of hours (such as installation of a component which could be disruptive to services) upon prior arrangement. Requests for out-of-Business Hours Professional Services beyond nominal requests will be available at an additional charge.

Exhibit B Data Sharing Agreement

In connection with the Software License Agreement, this Data Sharing Agreement, herein referred to as “DSA”, for confidential data sharing is entered into by and between ROBOKIND LLC ("RoboKind") and Customer who, as parties to the DSA, elect to accept its terms, to wit:

PREAMBLE 

RoboKind is a provider of foundational curriculum programs, including social skills and phonics, designed to help students learn through the use of I-VAKT™ methodology and Virtual Avatar Teaching Assistants, delivered via a cloud-based platform as a unique software-as-a-service offering (the “Program”). To that end, data is being requested as part of the DSA to fulfill the shared mission of RoboKind and Customer in providing the Program for educational purposes. The DSA establishes that individually-identifiable health information that falls under the protection of the Health Insurance Portability and Accountability Act ("HIPAA"), data that deals with confidentiality provisions of the Patient Safety Rule, and social security numbers will not be released. Data that are released must be used consistent with the Family Education Rights and Privacy Act (FERPA), HIPAA and RoboKind’s policies for managing student education records and other confidential information. School grants RoboKind license to use such data to provide the RoboKind Program.

The scope of the project addressed in this DSA is limited to the use of teacher and student data for the purpose of providing the Program.

THEREFORE, the parties agree to the following terms of this DSA:

Data Sharing

The data shall be provided by Customer to RoboKind. The format will vary depending on integration method and requirements. Any data received by RoboKind pursuant to this DSA shall be destroyed upon written request when it is no longer needed for the designated purpose. Notwithstanding the foregoing, or anything contained hereto the contrary, to the extent that RoboKind maintains regular back-up or centralized retention of electronically created data or electronically stored information (collectively “ESI”), such ESI may be retained as necessary to comply with the existing policy for back-up and archiving of ESI.

Confidentiality

RoboKind will maintain the confidentiality of any and all student and staff data obtained from Customer as a part of this DSA. The confidentiality requirements under this paragraph shall survive the termination or expiration of this DSA or any subsequent agreement intended to supersede this DSA. To ensure the continued confidentiality and security of the student and staff data processed, stored, or transmitted under this DSA, RoboKind shall establish a system of safeguards that will at minimum include the following:

RoboKind shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all data, including electronically-maintained or transmitted data received from, or on behalf of Customer. These measures will be extended by contract to all subcontractors used by RoboKind.

RoboKind and its employees, subcontractors and agents involved in the handling, transmittal, and/ or processing of data provided under this DSA will be required to maintain the confidentiality of all student and staff-related personally identifiable information.

Procedures and systems that shall require the use of secured passwords to access computer databases used to process, store, or transmit data provided under this DSA.

Procedures and systems, such as good practices for assigning passwords, shall be developed and implemented to maintain the integrity of the systems used to secure computer databases used to process, store, or transmit data provided under this DSA.

Procedures and systems that ensure that all confidential student and staff data processed, stored, and/ or transmitted under the provisions of this DSA shall be maintained in a secure manner that prevents the interception, diversion, or other unauthorized access to said data.

The procedures and systems developed and implemented to process, store, or transmit data provided under this DSA shall ensure that any and all disclosures of confidential student and staff data comply with all provisions of federal (HIPAA, FERPA, E-Government, etc.) and state laws relating to the privacy rights of students and staff to the extent that such laws are applicable to the parties to this DSA.

Permission shall be obtained from Customer prior to publications or disclosure of data, or other uses not outlined in this DSA.

Indemnification

Customer shall hold RoboKind and its past and present and future trustees, officers and employees harmless and shall indemnify all such parties against any and all claims, demands, and causes of action of whatever kind or nature asserted by any third party, occurring or in any way incident to, arising out of, or in connection with any acts of RoboKind and its agents, employees, and subcontractors done in connection with this DSA.

Nothing in this DSA shall be construed to create a claim or cause of action against RoboKind for which it is not otherwise liable, nor to waive any immunity or defense to which RoboKind may be entitled.

Entire Agreement

This document states the entire agreement between RoboKind and Customer with respect to its subject matter and supersedes any previous and contemporaneous or oral representations, statements, negotiations, or agreements.

Execution

Each of the persons signing this DSA on behalf of a party or entity other than a natural person represents that he or she has authority to sign on behalf and to bind such party.

Assignment

None of the signatories to this DSA may assign their rights, duties, or obligations under this DSA, either in whole or in part, without the prior written consent of the other signatories to this DSA.

Severability

If any provision of this DSA is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this DSA such provision shall be fully severable. This DSA shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this DSA.

Waiver

Waiver by any signatory to this DSA of any breach of any provision of this DSA or warranty of representation set forth herein shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right under this DSA shall not operate as a waiver of such right. All rights and remedies provided for in this DSA are cumulative.

Modification and Amendments

This DSA may be amended or modified at any time by mutual written agreement of the parties to this DSA. Additionally, RoboKind may, at its sole discretion, update, amend, or modify this Data Sharing Agreement by providing Customer with thirty (30) days written notice of such updates, amendments, or modifications, where such notice may be provided by email in accordance with the Notice provisions of the Software License Agreement of which this Data Sharing Agreement is a part. RoboKind and Customer further agree to amend this DSA to the extent amendments are required by an applicable law or policy issued by an appropriate regulatory authority if the amendment does not materially affect the provisions of this DSA. However, if new laws, policies, or regulations applicable to RoboKind and Customer are implemented which materially affect the intent of the provisions of this DSA, RoboKind may amend, update, or modify this Data Sharing Agreement within reasonable period of time, from the date of notice of such change of law, policy, or regulations, to confer regarding how and/ or if those laws, policies, or regulations will be applied or excepted, without the requirement of thirty (30) days notice to Customer.

Term of this DSA

This DSA shall be in effect for a term commencing from the effective date, which is the date when the Software License Agreement of which this Data Sharing Agreement is a part is agreed to by Customer, until the termination of services provided by RoboKind to Customer.