THESE CUSTOMER TERMS AND CONDITIONS AGREEMENT (this "Customer Agreement"), effective as of the date set forth on the signature page (the “Effective Date”), is entered into by and between RoboKind, LLC, a Texas limited liability company ("RoboKind"), with offices located at 2100 N State Highway 360, Suite 1606, Grand Prairie, TX, 75050 and ________________________, a _____________________ (“Customer”), located at _____________________________. RoboKind and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties”.

1. DESCRIPTION OF THE PRODUCTS AND SERVICES

RoboKind is a provider of autism and STEM focused programs designed to help students learn through the use of patent-protected humanoid robots and cloud-based curriculum, provided as a unique software as a service and through related Services where RoboKind owns the software and operating hardware and makes the Products, Software, and Services available either directly to Customers and End Users, or through resellers (“Resellers”). RoboKind also provides consulting services relating to its Services (“Professional Services”). This Customer Agreement will apply to all orders and statements of work for Products, Services or Professional Services (“Purchase Orders”) entered into between RoboKind and Customer or between RoboKind and Reseller on behalf of Customer during the term of this Customer Agreement with respect to the Products, Services or Professional Services provided to Customer by RoboKind, unless the parties (or RoboKind and Reseller) expressly agree otherwise in writing. From time to time the parties (or RoboKind and Reseller) may add new Purchase Orders, which, upon execution by the applicable parties, will be subject to the terms and conditions of this Customer Agreement. This Customer Agreement contains the terms and conditions that govern the Professional Services and Customer’s access and use of the Products and Services. Capitalized terms and phrases used in this Customer Agreement and any Purchase Order 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

To the extent Customer orders Products, Software or Services, and as required to be entered into by RoboKind for each Customer or Purchase Order in its sole and absolute discretion, the following Exhibits are incorporated in full as part of this Customer Agreement for all purposes:

• Exhibit A: Product Overview

• Exhibit B: Limited Warranty

• Exhibit C: End User License Agreement for RoboKind Software and Robot (“EULA”)

• Exhibit D: RoboKind Support & Service Level Agreement (“SLA”)

• Exhibit E: Professional Services Addendum

• Exhibit F: Data Sharing Agreement

• Exhibit G: Software as a Service Agreement (“SaaS Agreement”)

3. DEFINITIONS

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

• “Customer” Means the individuals or entities, on a per-Site basis, whether public or private institutions or other parties, that subscribe to RoboKind Software and curriculum or purchase Products and Services from RoboKind, or a Reseller, for their own internal business or educational use, including for the access and use of Products and Services by End Users, and not for further resale or distribution.
• “End Users” Means the individuals or entities, whether public or private institutions or other parties, that access and use the Products and Services purchased by Customer, who (i) agree to be bound by the terms and conditions of this Customer Agreement and related agreements or Exhibits; and (ii) are specifically authorized by Customer to access the Products and Services. End Users include but are not limited to students, teachers, administrators, parents, and IT staff for each Site or program. Each End User will have varying rights, permissions and levels of access to the Products and Services based on their role or position.
• “Products” Means RoboKind’s products including hardware, robots, accessories and Software, as currently being offered by RoboKind to Customers, or through a Reseller, as described in RoboKind’s Product Overview attached as Exhibit A.
• “Site” Means each physical school building, real property, or headquarters location for a school or school district; or the location(s) where each afterschool program or summer camp program is held, or an authorized residential location, and where End Users access and use the Products and Services. Any school, school district, related entity, afterschool program or summer camp program held online, each Site shall be based on the underlying building, real property, headquarters or location where classes or activities would normally be held in-person and where End Users would normally access and use the Products and Services.
• “Software” Means all software and curriculum that RoboKind may provide or make available as part of this Customer Agreement, as described in RoboKind’s Product Overview and Price Book, or as marketed and presented to Customer by RoboKind or Reseller. All Software shall be provided through a Site-based subscription service, with either an unlimited or limited number of End Users allowed per Site, in connection to the robots or sold as a separate Software as a service 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, or through a Reseller or third-party vendor, and as provided to Customer, in connection with the operability, functionality, and availability of the Products and Software purchased by Customer. Services may also include Professional Services for purposes of this Customer Agreement.

4. SERVICES; RIGHTS GRANTED; AND OBLIGATIONS

4.1 Right to Use the Products and Services. RoboKind will provide the Products and Services described in one or more Purchase Orders in accordance with the terms and conditions of this Customer Agreement and the applicable Purchase Order. Each Purchase Order is incorporated into this Customer Agreement as if fully set forth herein. For the duration of the Product and Services term described in a Purchase Order, Customer will have a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide, limited right to use the Products and Services solely in connection with its internal operations including, internal business or home-based learning programs, subject to the terms and conditions of this Customer Agreement. The Products and Services are provided as described in, and subject to, the provisions in the Purchase Order. RoboKind will use its sole discretion to determine the manner or method for completing the Services.

4.2 No Software Delivery Obligations. Unless specifically set forth in a Purchase Order, RoboKind has no software delivery obligation and will not ship copies of any of the software programs used as part of the Products or to provide the Services to Customer. Upon the termination or expiration of the Purchase Order, Customer’s right to access or use the software programs, Products and Services will immediately terminate. All software will be provided in object code only, unless specifically provided otherwise in a Purchase Order or as part of a SaaS Agreement.

4.3 End User License Agreement for RoboKind Software and Robots (“EULA”) All Customers and End Users shall be required to agree to the End User License Terms and Conditions attached hereto as Exhibit C, prior to accessing or using the Software in connection with the robots and accessories, and any such access or use must be in accordance with these End User License Terms and Conditions. Notwithstanding anything herein to the contrary, if Customer orders a Software-as-a-service subscription, RoboKind may require Customer to enter into a SaaS Agreement, in addition to or instead of the EULA.

4.4 Service Level RoboKind will make the Services available in accordance with the RoboKind Technical Support and Service Level Agreement (“SLA”), attached at Exhibit D.

4.5 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 E.

4.6 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 Customer Agreement and to RoboKind’s business relationships with its Customers, each Customer may be required to enter into a Data Sharing Agreement regarding the storage, use, and disclosure of any data obtained or shared as part of this Customer 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 shall be substantially in the form set forth in Exhibit F, or in a form as may be provided by each Customer, and as negotiated by and between the Parties to this Customer Agreement.

4.7 Software as a Service Agreement (“SaaS Agreement”) If Customer elects to order Software-as-a-service (“SaaS Service”) subscription which may be used separate and apart, or independent of the RoboKind robots and accessories, whereby Customers and End Users will receive a right to access and use the SaaS Service through a Site-based subscription, with either an unlimited or limited number of End Users, the terms and conditions for such SaaS Service and subscription shall be substantially in the form as set forth in Exhibit G, or as may be negotiated by and between the Parties to this Customer Agreement. Notwithstanding anything herein to the contrary, if Customer orders Software in connection to the robots and accessories, RoboKind may require Customer to enter into the EULA, in addition to or instead of the SaaS Agreement.

4.8 Updates to Display EULA, TOS, Privacy Policy, HIPAA and FERPA Compliance, Product Overview, Limited Warranty, EULA or SLA RoboKind may update or change its Display EULA, TOS, Privacy Policy, HIPAA and FERPA Compliance, Product Overview, Limited Warranty, EULA, or SLA in 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 12 of this Customer Agreement.

4.9 Price Book; Modification or Deletion of Product and Service Offerings RoboKind maintains a list of all Products, Software and Services currently being offered to Resellers and Customers, including product descriptions, SKUs/codes, and pricing (the “Price Book”). RoboKind, in its sole discretion may provide a copy of the Price Book to Customer but is not obligated to do so. Reseller shall not share any such Price Book with the Customer without the written authorization of RoboKind. RoboKind reserves the right from time to time, in its sole discretion and without liability to the Customer to:
(i) change, add to or delete Products and Services from its Price Book or that RoboKind makes available to Customers;
(ii) change or terminate the level or type of service or support that RoboKind makes available to Customers; and
(iii) add to or delete any country or market segment that RoboKind makes available by providing written notice to Customer at least thirty (30) days prior to the effective date of the change (unless a longer period is required by law).

4.10 Software Renewals and Price Increases Subject to the terms of any EULA or SaaS Agreement, and the applicable Purchase Orders, each monthly or annual Software license or subscription shall automatically renew for an additional Term, as defined in Section 10.2. Customer shall have a sixty (60) day period of time to provide written notification to RoboKind of Customer’s desire to opt-out of the automatic renewal of their license or subscription. Any such Renewal Term, as defined in Section 10.2, for a Software license or subscription shall be managed and negotiated directly with RoboKind, and not through a Reseller. RoboKind reserves the right to increase the prices for any Software Renewal Term upon thirty (30) days written notice to Customer, including an explanation for why such price increase is necessary. If Customer terminates this Customer Agreement, a Purchase Order, or a Renewal Term prior to the expiration of any applicable 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 pursuant to each applicable Purchase Order.

4.11 Web Portal Access and Management. As part of any Products and Services purchased 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 Products, Software licenses and subscriptions, and Services. Customer shall have access to any Customer Data, as defined in Section 5.3, stored in RoboKind Central for a period of one (1) year after the expiration or Termination of this Customer Agreement.

4.12 Reseller Relationship Customer may purchase the Products and Services through a Reseller pursuant to this Customer Agreement. Notwithstanding, RoboKind reserves the right to take over the relationship with any Customer should the relationship between Customer and Reseller be damaged or in default due to unsatisfactory service provided by Reseller to Customer, if Reseller is no longer an authorized service provider for RoboKind, or upon Customer default or breach as defined in Section 10.3 of this Customer Agreement.

4.13 Relationship of the Parties The parties are independent contractors. Nothing in this Customer Agreement or in the activities contemplated by the parties under this Customer 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 Order of Precedence In the event of a conflict between the terms of this Customer Agreement and the terms of a Purchase Order submitted by a Reseller, that Purchase Order submitted by Reseller will control. This Customer Agreement and all such Purchase Orders take precedence over any purchase or service order issued by Customer, which may be accepted by RoboKind for administrative convenience only, but the terms and conditions of any such Customer purchase or service order will be null and void and will not take precedence over this Customer Agreement or any Purchase Orders placed by a Reseller. Notwithstanding, if Customer does not have a contractual relationship with a Reseller or is purchasing Services directly from RoboKind pursuant to the SLA or professional services addendum, the purchase or service order issued by Customer shall take precedence over this Customer Agreement.

4.15 Use of Subcontractors; Right to Change Location from which Services are Provided RoboKind may, in its discretion, engage subcontractors to perform Services under this Customer Agreement, provided such subcontractors are required to comply with the confidentiality and other obligations described in this Customer Agreement. Engagement of a subcontractor will not excuse RoboKind from any of its obligations under this Customer Agreement and RoboKind will be liable for any breach of this Customer Agreement by its subcontractors. RoboKind may change the location from which the Services are provided to any RoboKind facility in the United States upon ninety (90) days prior written notice to Customer, provided such relocation does not have a material adverse impact on RoboKind’s Services under a Purchase Order.

4.16 Non-Exclusive Agreement The arrangement set forth in this Customer Agreement is non-exclusive and this Customer 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 Customer Agreement.

5. INTELLECTUAL PROPERTY; LICENSE TO ROBOKIND IP.

5.1. RoboKind IP Ownership 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 Products and Software, and
(ii) the processes, software, utilities, know-how, works of authorship, 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 Customer 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 IP. 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 the applicable Purchase Order, as necessary, solely for the limited purpose of carrying out the terms of this Customer 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 Customer Agreement.

5.2. Deliverables
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 the 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 included. If any RoboKind IP is included in the Deliverables, RoboKind will maintain ownership in the Deliverables as RoboKind IP.

5.3. Customer Data Ownership
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 Products 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. License to Feedback and Deliverables
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 the 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.

6.1 Limited Warranty. RoboKind’s limited warranty for Products and Software shall be as set forth in Exhibit B and shall constitute Customer’s sole and exclusive remedies for any warranty-related claims or Losses.

6.2 Services Warranty. Subject to the limitations described below, RoboKind warrants that the Services and Deliverables will perform in all material respects in accordance with the description of the Services and Professional Services in the Purchase Order.

6.3 Disclaimer of Warranties.

ROBOOKIND DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT ROBOKIND WILL CORRECT ALL ERRORS. 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 CUSTOMER 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 Products, Software or Services are being used in violation of this Customer Agreement;
(ii) Customer fails to cooperate with any investigation of a suspected violation of this Customer Agreement;
(iii) the Products, 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 Products or Services five (5) days after notice has been provided to Customer (and/or Reseller, if applicable) in accordance with Section 12; or
(v) required by law.

Customer’s access to Software or Services may be suspended if Customer fails to pay RoboKind (where the parties have a direct relationship), or where Customer’s Reseller fails to pay RoboKind (even if Customer has paid its Reseller, and in which case RoboKind may seek direct payment from Customer).

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 Products 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 Products or Services or Customer or other customers from imminent and significant operational or security risk. If suspension results from Customer’s breach of this Customer Agreement, fees for the Products or Services during the suspension will continue to be charged. A reinstatement fee may be charged upon reinstatement of Products or Services suspended due to a breach of this Customer 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 Services. Unless specifically assigned to RoboKind in a Purchase Order, 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 Purchase Order. If Customer has not retrieved its Customer Data upon termination or expiration of the applicable Purchase Order or this Customer 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, INVOICING, AND PAYMENT.

Note: If Customer is purchasing Products and Services through a Reseller, Customer will be subject to Reseller's pricing, invoicing, and terms of payment. However, in no event will RoboKind be responsible for the payment of any sales, use, VAT, excise, or similar taxes levied on the Products and Services (other than RoboKind’s income taxes). Further, in the event of non-payment by Customer’s Reseller, RoboKind reserves the right to:
(a) invoice and collect directly from Customer, and/or
(b) suspend or terminate Customer’s account for non-payment in accordance with Sections 6.4 or 10.3.

7.1 Fees & Taxes. RoboKind will invoice Customer for the Products, Services, and Professional Services as set forth in the applicable Purchase Order. 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 Products and Services, other than taxes based upon RoboKind’s income. All fees set forth in an applicable Purchase Order are exclusive of taxes. Applicable taxes payable by Customer will be separately itemized on invoices.

7.2 Term. All undisputed fees are due thirty (30) days from the date of receipt of the invoice (“Due Date”). Customer must provide RoboKind written notice of any disputed fees within ten (10) days from the date of receipt of the invoice, where such notice should communicate to RoboKind the reasons for disputing the invoice. All fees that are not disputed by Customer within ten (10) days of receipt of the invoice are conclusively deemed accurate. If Customer desires to dispute an invoice or any portion thereof, Customer will pay the undisputed portion of such invoice by the Due Date, and the parties will work in good faith to resolve any disputed fees. However, if the disputed fees remain unresolved, RoboKind may terminate for cause pursuant to Section 10.3 of this Customer Agreement. Any undisputed fees not paid by the Due Date will accrue interest on the overdue balance from the Due Date at the rate of one and one-half percent (1.5%) per month, or the maximum lawful rate allowable under applicable law, whichever is lower. If RoboKind commences legal proceedings to collect any undisputed fees or payments due to it under this Customer Agreement, Customer will be responsible for and will pay all reasonable attorneys’ fees, collection fees, court costs and any other reasonable collection-related expenses incurred by RoboKind.

7.3 Responsibility for Payment. Customer will be responsible for all fees and amounts due under the applicable Purchase Order, regardless of whether such Purchase Order is placed by Reseller or directly by Customer.

7.4 Increases. Notwithstanding any other provision to the contrary, RoboKind may increase the charges applicable to any Products and Services provided under a Purchase Order
(i) for increases in third-party charges, or
(ii) in its sole discretion, upon thirty (30) days written notice to Customer.

8. INDEMNIFICATION

8.1. RoboKind’s Obligations
Subject to the limits of liability contained in this Customer 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:

8.1.1. 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

8.1.2. Any Infringement Claim by a third party related to the Services.
“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 Customer 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.

8.2. Customer’s Obligations
Subject to the limits of liability contained in this Customer 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:

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

8.2.2. 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

8.2.3. 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.

8.3. 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 its 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.

8.4. Option
In addition to the foregoing indemnification obligations, if all or any part of a Product, 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 Product, Software, Services, Professional Services, or Deliverables; or

• (b) modify or replace the allegedly infringing aspect of the Product, 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 Product, Software, Services, Professional Services, or Deliverables.

If neither of the remedies in Section 8.4(a) or (b) is commercially reasonable, RoboKind may terminate any applicable Purchase Orders or this Customer Agreement and refund Customer any pre-paid fees for Product, Software, Services, Professional Services, or Deliverables not yet provided.

9. CONFIDENTIALITY

9.1. Definition
“Confidential Information” means:

• (a) any non-public technical or business information of a party, including without limitation any information relating to a party’s techniques, algorithms, software, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information;

• (b) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally and is identified as “Confidential” at the time of disclosure; and

• (c) the specific Terms of this Customer Agreement.

9.2. Exclusions
“Confidential Information” will not include any information that:
(a) is or becomes generally known to the public through no fault or breach of this Customer Agreement by the receiving party;
(b) the receiving party can demonstrate by written evidence was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality;
(c) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information or otherwise in breach of this Customer Agreement; or
(d) the receiving party rightfully obtains from a third party not under a duty of confidentiality and without restriction on use or disclosure.

9.3. Obligations
Each party will maintain in confidence all Confidential Information of the other party and will not use such Confidential Information except as expressly permitted in this Customer Agreement. Each party will take all reasonable measures to maintain the confidentiality of the other party’s Confidential Information, but in no event less than the measures it uses to protect its own Confidential Information. Each party will limit the disclosure of such Confidential Information to those of its employees and contractors with a bona fide need to access such Confidential Information in order to exercise its rights and obligations under this Customer Agreement; provided that all such employees and contractors are bound by a written non-disclosure agreement that contains restrictions at least as protective as those set forth in this Customer Agreement.

9.4. Injunctive Relief
Each party understands and agrees that the other party may suffer irreparable harm in the event that the receiving party of Confidential Information breaches any of its obligations under this Section 9 and that monetary damages may be inadequate to compensate the non-breaching party for such breach. In the event of a breach or threatened breach of any of the provisions of this Section 9, the non-breaching party, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by the other party.

10. TERM; TERMINATION.

10.1. Term of Agreement
The term of this Customer Agreement will begin on the Effective Date or the date on the first Purchase Order, whichever is earliest, and the Agreement will remain in full force and effect for the period specified in each Purchase Order and for so long as there is an outstanding Purchase Order (the “Term”). This Customer Agreement may be terminated by the parties by mutual written agreement or by a party for cause, as described in Section 10.3, in which case all Purchase Orders will also be terminated.

10.2. Term of Purchase Orders
Each Purchase Order will specify an initial defined term (the “Purchase Order Initial Term”), commencing on the “Billing Commencement Date.” The Billing Commencement Date for the purchase of Products is the date RoboKind accepts the Purchase Order in writing or ships the Products (robots and accessories) or the date from which a Subscriber receives the applicable Software. The Billing Commencement Date for Services or Professional Services shall be, as applicable, the date specified in the Purchase Order or Professional Services order or statement of work.

Upon expiration of the Purchase Order Initial Term, each Purchase Order will automatically renew for additional twelve (12) month periods (each a “Renewal Term”) unless either party provides the other party with written notice of non-renewal no later than thirty (30) days prior to expiration of the then current Purchase Order Initial Term or Renewal Term.

10.3. Termination for Cause
Either party may terminate this Customer Agreement and all applicable Purchase Orders, upon written notice, if the other party materially breaches this Customer Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof from the non-breaching party. Notwithstanding the foregoing, if a party breaches its confidentiality obligations under Section 9, the non-breaching party may terminate immediately upon written notice.

In the event of Customer’s termination for cause due to RoboKind’s material breach, Customer shall be entitled to a pro-rata refund of any prepaid, unused fees covering the remainder of the term for all affected Products, Software, or Services. In the event of termination by RoboKind due to Customer’s breach, all fees owed by Customer shall become immediately due and payable and any licenses granted hereunder shall immediately terminate.

10.4. Effect of Termination or Expiration
Upon the termination or expiration of this Customer Agreement:
(i) Customer will cease using the Products and Services;
(ii) each party will return or destroy all Confidential Information of the other party in accordance with Section 9;
(iii) the rights and obligations of the parties under Sections 5 (Intellectual Property), 6.3 (Disclaimers), 7 (Fees and Payment), 8 (Indemnification), 9 (Confidentiality), 10.4 (Effect of Termination), 11 (Limitation of Liability), and 12 (Miscellaneous) will survive any termination or expiration;
and (iv) RoboKind will have no further obligation to provide Products, Software, Services, or Professional Services under any terminated Purchase Orders.

10.5. Transition Support
Upon termination or expiration of this Customer Agreement, RoboKind will use reasonable efforts to provide Customer with transition assistance as requested by Customer for a period of up to thirty (30) days following such termination or expiration. Customer will pay RoboKind for any such assistance at RoboKind’s then-current time and materials rates.

11.  LIMITATION OF LIABILITY

11.1. Limitation on Direct Damages
EXCEPT FOR LIABILITY ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR BREACH OF SECTION 9 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CLAIM ARISING UNDER OR RELATING TO THIS CUSTOMER AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN AN AMOUNT THAT EXCEEDS THE TOTAL AMOUNT PAID BY CUSTOMER TO ROBOKIND PURSUANT TO THE PURCHASE ORDER(S) UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

11.2. Exclusion of Indirect Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING FROM OR RELATING TO THIS CUSTOMER AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS CUSTOMER AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

11.3. Applicability
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

12. MISCELLANEOUS 

12.1. Assignment
Neither party may assign or transfer this Customer Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent. Any attempt to assign or transfer this Customer Agreement without such consent will be void. Notwithstanding the foregoing, either party may assign or transfer this Customer Agreement without the other party’s consent:
(i) to an affiliate; or
(ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Subject to the foregoing, this Customer Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

12.2. Governing Law
This Customer Agreement and all matters arising out of or relating to this Customer Agreement will be governed by the laws of the State of Texas, without regard to conflict of law provisions. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for all disputes arising out of or related to this Customer Agreement.

12.3. Notices
All notices under this Customer Agreement must be in writing and will be deemed to have been given:
(i) when personally delivered;
(ii) when sent by confirmed facsimile or email;
(iii) three (3) days after being sent by registered or certified mail, return receipt requested; or
(iv) one (1) day after being sent by a reputable overnight delivery service.
Notices to each party must be sent to its address as set forth on the signature page or to such other address as the party may specify in writing under this Section.

12.4. Waiver
No failure or delay by either party in exercising any right or remedy under this Customer Agreement will operate or be deemed as a waiver of any such right or remedy. A waiver of any breach or default under this Customer Agreement will not constitute a waiver of any subsequent breach or default.

12.5. Severability
If any provision of this Customer Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid provision.

12.6. Entire Agreement
This Customer Agreement, including any Exhibits and Purchase Orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification or amendment of any provision of this Customer Agreement will be effective unless in writing and signed by both parties. In the event of any conflict between this Customer Agreement and any Exhibit or Purchase Order, the terms of the Purchase Order will control.

12.7. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under this Customer Agreement (except for any payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, labor strikes, or power, communication, or internet failures.

12.8. Publicity
RoboKind may include Customer’s name and logo in its customer lists, marketing materials, and website. Customer may revoke this permission by providing written notice to RoboKind.

12.9. Counterparts; Electronic Signature
This Customer Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures sent by electronic transmission (e.g., PDF or via electronic signature platforms) will be deemed originals.

Exhibit A: Product Overview

RoboKind offers a set of educational tools that include robot-assisted and virtual avatar-driven learning experiences, software applications, curricula, and services tailored to support social-emotional learning, speech therapy, phonics instruction, numeracy, and professional learning services. These products are designed for students with autism and other cognitive differences, as well as general education learners.

Current Products Include:

• Software Subscriptions

  • Includes cloud-based curriculum and student/teacher portals.

  • Curriculum includes:

    • Social-emotional learning modules (SEL)

    • Phonics and literacy (initially launching in 2025)

    • Numeracy (targeted for future release)

    • Speech articulation (projected 2025/2026)

  • Access managed per Site license or per-student license depending on Customer configuration.

  • Compatible with RoboKind robots or virtual avatar models.

• RoboKind Robots

  • Humanoid robot hardware with patented facial expressions and sensors to enhance student engagement.

  • Only available while supplies last—hardware sunset planned (see warranty and support terms).

  • Integrates directly with RoboKind curriculum content.

  • Includes charging station and basic accessories.

• Virtual Avatar Tools

  • Browser-based versions of RoboKind’s instructional experience, using a dynamic digital avatar.

  • Allows group instruction via smartboard, or individual work on tablets/laptops.

  • Reduced bandwidth model available for low-connectivity environments.

• Professional Services

  • Live and on-demand training modules for educators.

  • Consultation on implementation, data review, and instructional design.

  • Technical support and onboarding services.

• Additional Materials

  • Printable student resources, lesson plans, visual supports, and classroom routines to aid instruction.

Exhibit B: RoboKind Limited Warranty to Original Purchaser

This R25 brand product and the RoboKind Software, as supplied and distributed by RoboKind, and delivered as manufactured, in the carton to the original customer purchaser, is warranted by RoboKind against manufacturing defects in materials and workmanship for the qualifying limited warranty periods under the following terms and conditions:

Warranty Periods

Coverage Summary

Software Warranty
Valid for one year from original purchase. If defective under normal use, RoboKind will replace the software. Updates after the first year are not covered unless otherwise warranted.

Hardware Warranty
Valid for two years from purchase. Batteries warranted for six (6) months. Installation/removal costs are not included.

Warranty Service
To obtain service, visit www.robokind.com. RoboKind will repair or replace defective products/software using new or reconditioned parts. Proof of purchase is required.

Service Requests
Must be submitted directly to RoboKind—not a reseller. Returns must be in like-new condition with original packaging. Non-conforming returns may not be credited and may be disposed of if not retrieved within 30 days.

Replaced Items
Become property of RoboKind. Warranty on replacements is remainder of original or 90 days—whichever is longer. Customer pays shipping on out-of-warranty returns. Damaged returns are not refundable. Refunds, if granted, are issued as credit only.

Exclusions

Warranty becomes void if:

• Software is misapplied, tampered with, or used with unauthorized components or in breach of the EULA or SaaS Agreement.

• Hardware is damaged in shipping, used improperly, maintained incorrectly, or exposed to incompatible equipment.

• Damage arises from environmental conditions or use of non-RoboKind accessories.

Alternative Resolution Clause

If RoboKind cannot fulfill warranty due to unavailable parts, it may issue a credit for the remaining warranty value, which may be used toward RoboKind software, curriculum, or services.

Disclaimer

Open-source, freeware, or shareware software is provided “AS IS.” RoboKind disclaims all implied warranties beyond the limited warranty period and is not liable for incidental or consequential damages. Liability is limited to the purchase price. This warranty is nontransferable and applies only to the original purchaser.

Exhibit C: End User License Agreement (EULA) for RoboKind Software and Robots

This End User License Agreement (“EULA”) is a legal agreement between the individual or entity (“You”) and RoboKind, LLC (“RoboKind”) regarding the use of RoboKind’s proprietary software and robot technologies. By using the software or activating a RoboKind robot, You agree to be bound by the terms of this EULA.

1. GRANT OF LICENSE

Subject to the terms and conditions of the Customer Agreement and this EULA, RoboKind grants You a non-exclusive, non-transferable, limited license to access and use the RoboKind Software solely for instructional and educational purposes in accordance with your purchase or subscription terms.

2. RESTRICTIONS

You may not:

• Modify, adapt, alter, translate, or create derivative works of the Software;

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code;

• Lease, rent, loan, sublicense, distribute, or otherwise transfer the Software to any third party;

• Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices.

3. OWNERSHIP

RoboKind retains all right, title, and interest in and to the Software, including all related intellectual property rights. The Software is licensed, not sold.

4. SUPPORT

Support services for the Software may be provided by RoboKind under a separate agreement or support plan. RoboKind reserves the right to discontinue support for older versions of the Software.

5. TERMINATION

This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice from RoboKind if You fail to comply with any provision of this EULA. Upon termination, You must cease all use of the Software and destroy all copies.

6. DISCLAIMER OF WARRANTY

The Software is provided “AS IS” without warranty of any kind. RoboKind disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

7. LIMITATION OF LIABILITY

In no event shall RoboKind be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of use of or inability to use the Software, even if RoboKind has been advised of the possibility of such damages.

8. GOVERNING LAW

This EULA shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

Exhibit D: RoboKind Support & Service Level Agreement (SLA)

This Support and Service Level Agreement (“SLA”) outlines the expectations for support services provided by RoboKind to Customers who have purchased Products and/or Software subscriptions.

1. DEFINITIONS

• Business Hours: Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding federal holidays.

• Support Request: A request submitted by Customer to report an issue, ask a question, or request assistance.

• Severity Levels:

  • Severity 1 (Critical): Complete loss of service or significant impact on all users.

  • Severity 2 (High): Partial loss of service, impacting some users.

  • Severity 3 (Medium): General issues with limited user impact.

  • Severity 4 (Low): Minor issues or requests for information.

2. CONTACT METHODS

Support requests can be submitted via:

• Email: support@robokind.com

• Web Form: Support.RoboKind.com

• Phone (for critical issues only): 1-800-555-ROBO

3. RESPONSE TIMES

RoboKind will make commercially reasonable efforts to meet the resolution targets stated above.

4. SCOPE OF SUPPORT

This SLA applies to the following:

• RoboKind Software and platform access

• Hardware operation (for products under warranty)

• Curriculum navigation and use

• Basic user onboarding assistance

5. EXCLUSIONS

Support does not include:

• On-site services or physical repairs outside warranty terms

• Custom integrations not supported by RoboKind

• Support for third-party hardware or software not provided by RoboKind

6. ESCALATION

Unresolved issues may be escalated internally by RoboKind’s Support Team. Customers may also request escalation by emailing the Support Manager if an issue remains unresolved past the targeted resolution time.

Exhibit E: Professional Services Addendum

This Professional Services Addendum (“Addendum”) is incorporated by reference into the Customer Agreement and governs the provision of consulting, implementation, and training services (“Professional Services”) delivered by RoboKind.

1. SCOPE

Professional Services may include, but are not limited to:

• Onboarding and implementation planning

• Professional development and educator training

• Customization of curriculum or instructional resources

• Technical or strategic consultation on program setup

• Classroom integration support

• Other services specified in a statement of work or Purchase Order

All Professional Services must be mutually agreed upon in a written Purchase Order that defines scope, fees, deliverables, schedule, and other terms.

2. PERFORMANCE

RoboKind will provide Professional Services in a professional and workmanlike manner using qualified personnel. Unless otherwise agreed, services will be delivered remotely via web conferencing or email.

3. CUSTOMER RESPONSIBILITIES

Customer agrees to:

• Assign a primary point of contact

• Provide timely access to relevant personnel and systems

• Participate in scheduling and collaboration as needed

• Review deliverables promptly and provide feedback or approval

Failure to fulfill these responsibilities may delay project completion and may result in change orders or schedule extensions.

4. FEES

Professional Services are billed according to the rates and milestones defined in the Purchase Order. Travel, lodging, and meal expenses (if applicable) are billed in addition to the service fees and will be pre-approved by Customer in writing.

5. CANCELLATION AND RESCHEDULING

Customer must give at least five (5) business days’ notice to cancel or reschedule a Professional Services session. Sessions canceled with less notice may be forfeited or charged in full, at RoboKind’s discretion.

Exhibit F: Data Sharing Agreement

This Data Sharing Agreement (“Agreement”) outlines the data responsibilities between RoboKind and Customer as it relates to student, teacher, or institution-level information transmitted, processed, or stored through RoboKind Products or Services.

1. PURPOSE

This Agreement governs the collection, transmission, access, and protection of Customer Data, including personally identifiable information (PII) and protected health information (PHI), as required under FERPA (Family Educational Rights and Privacy Act), HIPAA (Health Insurance Portability and Accountability Act), and other applicable privacy laws.

2. DEFINITIONS

• Customer Data: Any data provided by or collected on behalf of the Customer, including PII and PHI of students, teachers, and school staff.

• Authorized Users: Users permitted by Customer to access RoboKind Services.

3. DATA USE AND ACCESS

• RoboKind will only access, process, or transmit Customer Data for the purpose of delivering the Products and Services under the Customer Agreement.

• RoboKind will not sell, lease, or use Customer Data for any advertising, marketing, or commercial purposes unrelated to service delivery.

• Customer Data will not be disclosed to third parties except:

  • (i) as required to deliver contracted services;

  • (ii) as required by law; or

  • (iii) with express written permission from Customer.

4. DATA SECURITY

RoboKind agrees to implement industry-standard safeguards, including:

• Role-based access control

• Data encryption (at rest and in transit)

• Secure hosting in compliant environments

• Incident detection and response protocols

5. BREACH NOTIFICATION

In the event of a confirmed data breach involving Customer Data, RoboKind will notify Customer within seventy-two (72) hours of discovery, providing:

• A description of the nature of the breach

• Types of data affected

• Remediation steps being taken

• Guidance for Customer’s response and communication

6. DATA RETENTION AND DELETION

Customer Data will be retained only as long as needed to fulfill the obligations under the Customer Agreement or as required by law. Upon expiration or termination, Customer may request data return or secure deletion within thirty (30) days.

Exhibit G: Software as a Service (SaaS) Agreement

This Software as a Service Agreement (“SaaS Agreement”) governs Customer’s use of RoboKind’s browser-based instructional software platforms that are accessed via internet browser or device, without requiring local installation.

1. LICENSE GRANT

RoboKind grants Customer a non-exclusive, non-transferable, site-based or per-student subscription license to access and use the SaaS Product(s) specified in the applicable Purchase Order, solely for instructional use and subject to the terms of the Customer Agreement.

2. ACCESS AND AVAILABILITY

• RoboKind will provide access credentials to Customer for the duration of the subscription.

• Access is provided via web application with support for common browsers.

• Service availability is targeted at 99.5% uptime, excluding planned maintenance windows or circumstances beyond RoboKind’s control.

3. CUSTOMER OBLIGATIONS

Customer agrees to:

• Maintain the confidentiality of access credentials

• Limit access to authorized users

• Not permit sharing, sublicensing, or reverse engineering of the SaaS Product

• Notify RoboKind promptly of any suspected unauthorized access

4. UPDATES AND CHANGES

RoboKind may modify, update, or enhance the SaaS Product at its discretion. Changes that materially impact core features will be communicated in advance. Feature depreciation will include at least 60 days’ notice when feasible.

5. DATA HANDLING

Customer Data handled through the SaaS Product will be governed by the Data Sharing Agreement (Exhibit F). RoboKind does not claim ownership of Customer Data.

6. TERM AND TERMINATION

The SaaS subscription term and renewal are defined in the relevant Purchase Order. Upon expiration or termination:

• Customer access to the SaaS Product will be disabled.

• RoboKind will retain Customer Data for 30 days upon written request before permanent deletion.

7. SUPPORT

Support for SaaS Products is provided per the RoboKind SLA (Exhibit D).