Legal Agreements, Order Form and Support Request

NOT FOR EDITING OR NEGOTIATION.

Effective Date: 1 Jan 2024

This CHIPMUNK ROBOTICS LIMITED LIABILITY CO. SOFTWARE SUBSCRIPTION Agreement, including all attachments, any Addendum (as defined below), schedules and exhibits, and documents at referenced URLs, all of which are incorporated herein by this reference (collectively, this “Agreement”), is entered into by and between the Chipmunk Robotics Limited Liability Co. entity ("Chipmunk Robotics"), and the entity identified as the “Customer” (“Customer”) each as set forth on the Chipmunk Robotics Limited Liability Co. order form executed by Chipmunk Robotics Limited Liability Co. and Customer ("Order Form"), as of the date specified in such Order Form (“Effective Date”).

1 DEFINITIONS

Capitalized terms used herein have the meaning ascribed below or where such terms are first used, as applicable.

1.1 “Addendum” means an addendum to this Agreement that sets forth additional terms and conditions that are specific to the Product covered by such addendum.

1.2 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.

1.3 “Documentation” means the end user documentation published at https://www.chipmunkrpa.com.

1.4 "Eligible Features and Functions" means those features and functions of a Chipmunk Robotics Limited Liability Co. Product that are eligible for use with respect to the Subscription Level purchased by the Customer. A list of Eligible Features and Functions that correspond to each version of a Product may be found at https://www.chipmunkrpa.com. Chipmunk Robotics Limited Liability Co. may, from time to time, modify the Eligible Features and Functions but shall not materially reduce the functionality thereof.

1.5 “Infringement Claim” means a claim brought against Customer by an unaffiliated third party alleging that Customer's use in accordance with this Agreement and each applicable Addendum hereto during the applicable Subscription Term of the Products infringed such

party's patent, copyright, or trademark, or made unlawful use of such party's trade secret.

1.6 “Order Form” means an ordering document provided by Chipmunk Robotics Limited Liability Co. pursuant to which Customer, or a Reseller acting on Customer’s behalf, purchases Subscriptions under this Agreement.

1.7 “Product” means Software.

1.8 “Reseller” means a third party authorized by Chipmunk Robotics Limited Liability Co. to

promote and resell Subscriptions.

1.9 “Software” means Chipmunk Robotics Limited Liability Co. software that is licensed for use on Customer’s premises or in Customer’s cloud account under a Subscription, including all updates thereto and new releases thereof, that are generally made available by Chipmunk Robotics Limited Liability Co. to its customers during the applicable Subscription Term.

1.10 “Subscription” means Customer’s right, for a fixed period of time, to possess, use, and/or access a Product and to receive associated Support Services, in each case, as set forth in the applicable Order Form and subject to the applicable Addendum.

1.11 “Subscription Level” means the level of a Subscription purchased by Customer. The level of the Subscription purchased by Customer determines the Eligible Features and Functions that Customer is entitled to use, and the specific Support Services that Customer is entitled to receive, if any, with respect to any Products included in the Subscription.

1.12 “Subscription Term” means the period of time for which a Subscription is valid, as further described in Section 8.1 of this Agreement.

1.13 “Support Services” means maintenance and support services for an applicable Product, if any, that are included in a Subscription, as more fully described in the applicable Support Services Policy.

1.14 “Support Services Policy” means Chipmunk Robotics Limited Liability Co.’s support services policy for a Product, as further described at a URL referenced in an applicable Addendum.

2 AGREEMENT SCOPE

2.1 Product Terms and Conditions. The additional terms and conditions for the applicable Product can be found in the attached Addendum.

2.2 Subscription Orders. Orders for Subscriptions may be placed by Customer through the execution of Order Forms with Chipmunk Robotics Limited Liability Co. Each executed Order Form is incorporated by reference into and shall be governed by the terms and conditions of, this Agreement.

2.3 Subscriptions Purchased Through Resellers. The parties agree that Customer may purchase through Resellers Subscriptions that are governed by this Agreement. Orders for Subscriptions purchased through a Reseller, including multi-year Subscriptions, are not subject to cancellation by Customer. Where Customer purchases a Subscription through a Reseller, the Reseller will enter into an Order Form with Chipmunk Robotics Limited Liability Co. for the purchase of a Subscription that references this Agreement and shows Customer as the “ship to” party and Reseller as the “bill to” party, and Reseller and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to Reseller for such Subscription, as well as any other terms or conditions that apply between them. Chipmunk Robotics Limited Liability Co. hereby agrees that subject to receiving payment from the Reseller, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for providing the Subscriptions under any such Order Form. Customer hereby acknowledges that Chipmunk Robotics Limited Liability Co. will not be responsible for the obligations of any Reseller to Customer under such separate agreement, for the acts or omissions of Reseller, or for any third-party products or services furnished to Customer by any Reseller. For the avoidance of doubt, Sections 3.1 and 3.2 below will be of no effect when the Customer purchases a Subscription through a Reseller, as payment and taxes will be addressed in the agreement between the Reseller and Customer.

3 PAYMENT AND TAXES

3.1 Payment. Chipmunk Robotics Limited Liability Co. will invoice Customer for the fees due under each Order Form or otherwise under this Agreement, and Customer will pay such fees within thirty (30) days after receipt of an applicable invoice. All invoices will be paid in the currency set forth on the applicable Order Form. Payments will be made without the right of set-off or chargeback. Except as otherwise expressly provided in this Agreement, any and all payments made by Customer pursuant to this Agreement or any Order Form are non-refundable, and all commitments to make any payments hereunder or under any Order Form are non-cancellable.

3.2 Taxes. All fees stated on an Order Form are exclusive of any applicable sales, use, value-added, and excise taxes levied upon the delivery or use of the taxable components, if any, of the Subscription purchased by Customer under this Agreement (collectively, “Taxes”). Taxes do not include any taxes on the net income of Chipmunk Robotics Limited Liability Co. or any of its Affiliates. Unless Customer provides Chipmunk Robotics Limited Liability Co. a valid state sales/use/excise tax exemption certificate or Direct Pay Permit, and provided that Chipmunk Robotics Limited Liability Co. separately states any such taxes in the applicable invoice, Customer will pay and be solely responsible for all Taxes. If Customer is required by any foreign governmental authority to deduct or withhold any portion of the amount invoiced for the delivery or use of Product and/or Support Services under this Agreement, Customer shall increase the sum paid to Chipmunk Robotics Limited Liability Co. by the amount necessary for the total payment to Chipmunk Robotics Limited Liability Co. equal to the amount originally invoiced.

4 CONFIDENTIAL INFORMATION

4.1 Confidential Information. Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party or relating to the parties themselves, which is of a confidential and proprietary nature ("Confidential Information"). Confidential Information includes materials and all communications concerning Chipmunk Robotics Limited Liability Co.'s or Customer's business and marketing strategies, including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with the Product and/or Support Services, anything provided by either party to the other in connection with the Product and/or Support Services provided under this Agreement, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any notes, summaries, or analyses of the foregoing that the receiving party prepares.

4.2 Non-use and Non-disclosure. The parties shall at all times, both during the Term and thereafter, keep in trust and confidence all Confidential Information of the other party using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties other than to Affiliates or as necessary to carry out its duties under this Agreement without the other party’s prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under this Agreement.

4.3 Non-Applicability. The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party’s breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving party’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a nonconfidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without any use of any of the Confidential Information as evidenced by appropriate documentation.

4.4 Terms of this Agreement. Except as required by law or governmental regulation, neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party, except that either party may disclose the terms of this Agreement to potential acquirers, referral partners involved in an applicable transaction, accountants, attorneys, and Affiliates pursuant to the terms of a non-disclosure or confidentiality agreement. If Customer is using a third-party provider to host a Product, then such provider may also receive, subject to a confidentiality obligation, information related to the terms of this Agreement or Customer’s usage of the applicable Product.

4.5 Disclosure Required by Law. Notwithstanding anything to the contrary herein, each party may disclose the other party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.

5 WARRANTIES AND DISCLAIMER OF WARRANTIES

5.1 Limited Support Services Performance Warranty. Chipmunk Robotics Limited Liability Co. warrants that it will perform the Support Services, as applicable, in a professional, workmanlike manner, consistent with generally accepted industry practice, and in accordance with any applicable Support.

Services Policy. In the event of a breach of the foregoing warranty, Chipmunk Robotics Limited Liability Co.’s sole obligation, and Customer’s exclusive remedy, shall be for Chipmunk Robotics Limited Liability Co. to re-perform the applicable Support Services at no additional cost to Customer.

5.2 Limited Product Performance Warranty. Chipmunk Robotics Limited Liability Co. warrants that during the applicable Subscription Term, the Products, in the form provided by Chipmunk Robotics Limited Liability Co. under the Subscription, will perform in all material respects in accordance with the Documentation. In the event of a breach of the foregoing warranty, Chipmunk Robotics Limited Liability Co.’s sole obligation and Customer’s exclusive remedy shall be for Chipmunk Robotics Limited Liability Co. to (i) correct any failure(s) of the Products to perform in all material respects in accordance with the Documentation or (ii) if Chipmunk Robotics Limited Liability Co. is unable to provide such a correction within thirty (30) days of receipt of notice of the applicable nonconformity, Customer may elect to terminate the associated Subscription, and Chipmunk Robotics Limited Liability Co. will promptly refund to Customer any pre-paid, unused fees paid by Customer to Chipmunk Robotics Limited Liability Co. for such Subscription. The warranty set forth in this Section does not apply to any trial use of a Product or any Beta version of a Product or if the Product or any portion thereof: (a) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or the Documentation; or (b) is used on equipment, products, or systems not meeting specifications identified by Chipmunk Robotics Limited Liability Co. in the Documentation. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Chipmunk Robotics Limited Liability Co. during the applicable Subscription Term and do not apply to any bug, defect, or error caused by or attributable to software or hardware not supplied by Chipmunk Robotics Limited Liability Co.

5.3 Warranty Disclaimer. EXCEPT AS SET FORTH IN

SECTIONS 5.1 AND 5.2 ABOVE OR IN AN APPLICABLE ADDENDUM, THE PRODUCTS AND SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND CHIPMUNK ROBOTICS LIMITED LIABILITY CO. MAKES NO ADDITIONAL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS AND SUPPORT SERVICES OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CHIPMUNK ROBOTICS LIMITED LIABILITY CO. SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS AND SUPPORT SERVICES AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.

5.4 High-Risk Activities Prohibition. CUSTOMER SHALL NOT USE THE PRODUCTS AND SUPPORT SERVICES OR ANY MATERIALS PROVIDED UNDER THIS AGREEMENT IN HIGH-RISK ACTIVITIES WHERE THEIR USE OR FAILURE COULD REASONABLY BE EXPECTED TO LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL OR PROPERTY DAMAGE (SUCH AS THE CREATION OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT, AUTONOMOUS VEHICLES, WEAPON SYSTEMS, OR LIFE SUPPORT SYSTEMS).

6 INFRINGEMENT CLAIMS

6.1 Chipmunk Robotics Limited Liability Co. Obligations. Chipmunk Robotics Limited Liability Co. will, at its expense, defend or settle any Infringement Claim and will indemnify Customer against and pay (i) any settlement of such Infringement Claim consented to by Chipmunk Robotics Limited Liability Co. or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim. Chipmunk Robotics Limited Liability Co. shall not enter into any settlement agreement with respect to an Infringement Claim if such settlement agreement requires any admission of liability or wrongdoing on the part of Customer or imposes on Customer any obligation other than the obligation to cease using the Products and/or Support Services that are subject to the Infringement Claim unless Customer has first consented in writing to the applicable terms of such settlement agreement that are in conflict with the foregoing limitations.

6.2 Exclusions. Chipmunk Robotics Limited Liability Co. will have no obligation to Customer to the extent any Infringement Claim or resulting award is based upon or results from: (i) where an Infringement Claim alleges patent infringement, Customer’s use of the Product in a country that is not a contracting state to the Patent Cooperation Treaty; (ii) the failure of Customer to use, within thirty (30) days of Customer’s receipt of notice from Chipmunk Robotics Limited Liability Co. regarding the availability of such update and that such update addresses an infringement issue, an update to such Product that would have avoided the Infringement Claim; (iii) a modification of the Product that is not performed by or on behalf of Chipmunk Robotics Limited Liability Co.; (iv) the combination, operation, or use of the Product with any other products, services or equipment not provided by Chipmunk Robotics Limited Liability Co. or branded as Chipmunk Robotics Limited Liability Co. products or services, where there would be no Infringement Claim but for such combination; (v) use of the Product other than in accordance with the terms and conditions of this Agreement; or (vi) any third party open source software included in a Product.

6.3 Certain Remedies. If a Product is, or in Chipmunk Robotics Limited Liability Co.’s reasonable opinion is likely to become, the subject of an Infringement Claim and/or an injunction as the result of an Infringement Claim, Chipmunk Robotics Limited Liability Co. may, at its expense and option: (i) obtain the right for Customer to continue to use the Product; (ii) modify the Product to make it/them non-infringing, but substantially functionally equivalent; or (iii) in the event that neither (i) or (ii) are, in Chipmunk Robotics Limited Liability Co.’s reasonable judgment, commercially reasonable options, terminate Customer’s right to use the Product, and, at Customer’s written request, terminate all affected Order Forms and promptly refund to Customer any unused pre-paid fees paid by Customer to Chipmunk Robotics Limited Liability Co. under such terminated Order Forms.

6.4 Conditions. The obligations of Chipmunk Robotics Limited Liability Co. in this Section 6 are conditioned upon Customer (i) notifying Chipmunk Robotics Limited Liability Co. promptly in writing of any threatened or pending Infringement Claim, provided that failure to provide such notice will only relieve Chipmunk Robotics Limited Liability Co. of its obligations under this Section 6 to the extent its ability to defend or settle an applicable Infringement Claim is materially prejudiced by such failure to provide notice, (ii) giving Chipmunk Robotics Limited Liability Co., at Chipmunk Robotics Limited Liability Co.’s expense, reasonable assistance and information requested by Chipmunk Robotics Limited Liability Co. in connection with the defense and/or settlement of the Infringement Claim and (iii) tendering to Chipmunk Robotics Limited Liability Co. sole control over the defense and settlement of the Infringement Claim. Customer’s counsel will have the right to participate in the defense of the Infringement Claim, at Customer’s own expense. Customer will not, without the prior written consent of Chipmunk Robotics Limited Liability Co., make any admission or prejudicial statement, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened Infringement Claim.

6.5 Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CHIPMUNK ROBOTICS LIMITED LIABILITY CO., AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT, OR MISAPPROPRIATION OF ANY TRADE SECRET, BY ANY PRODUCT AND/OR SUPPORT SERVICES.

7 LIMITATION OF LIABILITY

7.1 Excluded Damages. IN NO EVENT SHALL CUSTOMER OR CHIPMUNK ROBOTICS LIMITED LIABILITY CO., OR THEIR RESPECTIVE AFFILIATES, BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Damages Cap. EXCEPT WITH RESPECT TO (I) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4, (II) CHIPMUNK ROBOTICS LIMITED LIABILITY CO.’S OBLIGATIONS UNDER SECTION 6, (III) AMOUNTS PAYABLE BY CUSTOMER UNDER SECTION 3 OF THIS AGREEMENT AND EACH ORDER FORM, AND (IV) CUSTOMER'S VIOLATIONS OF THE USE RESTRICTIONS SET FORTH IN THIS AGREEMENT OR ANY ADDENDUM, IN NO EVENT SHALL CHIPMUNK ROBOTICS LIMITED LIABILITY CO.'S OR CUSTOMER’S TOTAL, CUMULATIVE LIABILITY UNDER ANY ORDER FORM EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO CHIPMUNK ROBOTICS LIMITED LIABILITY CO. UNDER THIS AGREEMENT FOR THE AFFECTED PRODUCTS AND/OR SUPPORT SERVICES DELIVERED AND/OR MADE AVAILABLE TO CUSTOMER UNDER SUCH ORDER FORM FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO LIABILITY.

7.3 Basis of the Bargain. THE ALLOCATIONS OF LIABILITY IN THIS SECTION 7 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF CHIPMUNK ROBOTICS LIMITED LIABILITY CO. FOR THE PRODUCTS AND/OR SUPPORT SERVICES PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

8 TERM AND TERMINATION

8.1 Subscription Term. Unless earlier terminated in accordance with Section 8.3 below, each Subscription will commence and expire in accordance with the first start date and last end date set forth on the applicable Order Form (the entire duration of such Order Form and the term of any renewal thereof, each, a separate “Subscription Term”). Each Subscription shall automatically renew for a new Subscription Term of one (1) year (or for such longer period as may be set forth on a renewal Order Form executed by the parties) unless either party gives written notice to the other of its intention not to renew the Subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term. For the avoidance of doubt, the term of this Agreement shall be coterminous with the Subscription Term.

8.2 Termination. Subscriptions. Each party may terminate a Subscription, and all associated Order Forms, upon giving notice in writing to the other party if the non-terminating party commits a material breach of this Agreement with respect to such Subscription and has failed to cure such breach within thirty (30) days following a request in writing from the notifying party to do so. Upon the termination or expiration of this Agreement, the rights and obligations of the parties with respect thereto will, subject to Section 8.3 below, cease, provided that termination of the Subscription under this subsection (a) will not result in termination of any other Subscription.

8.3 Survival. Upon the expiration or termination of an Order Form or this Agreement, (i) Customer shall have no further rights under any affected Subscription(s); and (ii) any payment obligations accrued under Section 3, as well as the provisions of Sections 1, 4, 5, 6, 7, 8.3 and 9 of this Agreement will survive such expiration or termination.

9 GENERAL

9.1 Anti-Corruption. Each party acknowledges that it is aware of, understands, and has complied and will comply with all applicable U.S. and foreign anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010 and similarly applicable anti-corruption and anti-bribery laws (“AntiCorruption Laws”). Each party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license or directing business to any person. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under this Agreement.

9.2 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an Affiliate that is able to satisfy the obligations of the assigning party under this Agreement or (ii) a successor in interest in connection with a merger, acquisition or sale of all or substantially all of the assigning party’s assets. Any assignment violating this Section shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of, and is enforceable by, the parties and their respective permitted successors and assigns.

9.3 Attorneys’ Fees. If any action or proceeding, whether regulatory, administrative, at law, or in equity, is commenced or instituted to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, “prevailing party” includes, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.

9.4 California Consumer Privacy Act (CCPA). Chipmunk Robotics Limited Liability Co. is a “Service Provider” as such term is defined under §1798.140(v) of the CCPA. As such, Chipmunk Robotics Limited Liability Co. shall not retain, use, or disclose any personal information (as defined in the CCPA) received from Customer during the Term of this Agreement for any purpose other than the specific purpose of providing the Products and/or Support Services specified in this Agreement or for such other business purpose as is specified in this Agreement.

9.5 Customer Identification. Unless Chipmunk Robotics Limited Liability Co. has first obtained Customer's prior written consent, Chipmunk Robotics Limited Liability Co. shall not identify Customer as a user of the Products on its website, through a press release issued by Chipmunk Robotics Limited Liability Co. and in other promotional materials.

9.6 Export Control. Customer acknowledges that the Products, Support Services, and technologies related thereto are subject to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. Customer is now and will remain in the future compliant with all such export control laws and regulations and will not export, re-export, or otherwise transfer any Chipmunk Robotics Limited Liability Co. goods, software, or technology or disclose any Chipmunk Robotics Limited Liability Co. software or technology to any person contrary to such laws or regulations. Customer acknowledges that remote access to the Products may, in certain circumstances, be considered a re-export of such Products and, accordingly, may not be granted in contravention of U.S. export control laws and regulations.

9.7 Feedback. Customer, Customer’s Affiliates, and their respective agents may volunteer feedback to Chipmunk Robotics Limited Liability Co. and/or its Affiliates about the Products and/or Support Services (“Feedback”). Chipmunk Robotics Limited Liability Co. and its Affiliates shall be irrevocably entitled to use that Feedback for any purpose and without any duty to account. provided that, in doing so, they may not breach their obligations of confidentiality under Section 4 of this Agreement.

9.8 Force Majeure. Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, this Agreement as a result of any cause or condition beyond such party’s reasonable control.

9.9 Future Features and Functions. Customer understands and agrees that any features or functions of Products referenced on any Chipmunk Robotics Limited Liability Co. website or in any presentations, press releases, or public statements, which are not currently available or not currently available as a GA release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for Chipmunk Robotics Limited Liability Co.’s products remain at Chipmunk Robotics Limited Liability Co.’s sole discretion. Accordingly, the Customer agrees that it is purchasing Products based solely upon features and functions that are currently available as of the time an Order Form is executed and not in expectation of any future feature or function.

9.10 Governing Law, Jurisdiction, and Venue.

(a) This Agreement will be governed by the laws of the State of Washington, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the Western District of Washington, or if that court lacks subject matter jurisdiction, in any Washington State Court located in King County.

(b) All Customers. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of the applicable courts set forth in (a) or (b) above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense.

(d) Equitable Relief. A breach or threatened breach by either party of Section 4 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore, the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.

9.11 Malicious Files Disclaimer. To facilitate Customer's evaluation of certain Chipmunk Robotics Limited Liability Co. products, Chipmunk Robotics Limited Liability Co. may provide Customer with samples of files or code or similar data. These samples will only be provided to Customer with Customer's permission and with notice regarding the contents of such files. Chipmunk Robotics Limited Liability Co. disclaims any warranty, responsibility or liability associated with such materials, including any damage to Customer's data or devices.

9.12 Non-waiver. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance.

9.13 Notices. Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or by e-mail, if acknowledged, received by return e-mail, or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified on the Order Form. Notices to Chipmunk Robotics Limited Liability Co. may also be sent to RAYSANG@CHIPMUNKRPA.COM. Either party may, from time to time, change its address for notices under this Section by giving the other party notice of the change in accordance with this Section.

9.14 Product Metadata. The Product(s) may provide Product Metadata (defined below) to Chipmunk Robotics Limited Liability Co. Product Metadata does not include any Customer personal data or any content that Customer processes or stores in connection with Customer’s use of the Product. In addition, Customer may disable Product Metadata in the Software anytime. Chipmunk Robotics Limited Liability Co. uses Product Metadata for security, support, product and operations management, and research and development. “Product Metadata” is statistical and other information about Customer’s configuration and use of the Product(s), such as type and version, operating systems and environment, cluster statistics, performance (e.g., uptime and response times and/or endpoint sensor detection events) and feature usage. Customer will not (i) access or use the Chipmunk Robotics hosted infrastructure ("Chipmunk Robotics Limited Liability Co.-Hosted Infrastructure") that stores and processes the Product Metadata for the purposes of monitoring its availability or performance or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; or (ii) interfere with or disrupt the integrity or performance of any Chipmunk Robotics’ Hosted infrastructure.

9.15 Relationship of the Parties. The relationship of the parties hereunder shall be that of independent contractors, and nothing herein shall be deemed or construed to create any employment, agency, or fiduciary relationship between the parties. Each party shall be solely responsible for the supervision, direction, control, and payment of its personnel, including, without limitation, for taxes, deductions and withholdings, compensation and benefits, and nothing herein will be deemed to result in either party having an employer-employee relationship with the personnel of the other party.

9.16 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect, and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.

9.17 Entire Agreement; Amendment. This Agreement, together with any Order Forms executed by the parties, and the Support Services Policy, each of which is hereby incorporated herein by this reference, constitutes the entire agreement between the parties concerning the subject matter hereof, and it supersedes and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder), (ii) an applicable Addendum (including any exhibits, attachments, and addenda thereto), (iii) this Agreement, and (iv) the Support Services Policy. To avoid doubt, the parties hereby acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it shall do so only for its own internal administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer’s purchase order or any similar document, the parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Chipmunk Robotics Limited Liability Co.’s performance of this Agreement shall not amount to (a) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (b) an amendment of this Agreement, nor (c) an agreement to amend this Agreement. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of Chipmunk Robotics Limited Liability Co. and Customer by their duly authorized representatives. The parties agree that the terms and conditions of this Agreement result from mutual negotiations. Therefore, the rule of construction that any ambiguity shall apply against the drafter is not applicable and will not apply to this Agreement. Any ambiguity shall be reasonably construed as to its fair meaning and not strictly for or against one party, regardless of who authored the ambiguous language.

NOT FOR EDITING

Effective Date: Jan 1, 2024

This CHIPMUNK ROBOTICS LIMITED LIABILITY CO. SOFTWARE SUBSCRIPTION ADDENDUM (this “Addendum") sets forth additional terms and conditions related to Customer’s purchase of one or more Software Subscriptions from Chipmunk Robotics Limited Liability Co.. Capitalized terms not defined in this Addendum shall have the meanings set forth in the Agreement.

1 SOFTWARE LICENSES AND RESTRICTIONS

1.1 License Grants. Subject to the terms and conditions of the Agreement, including complete payment of any and all applicable Subscription fees, Chipmunk Robotics Limited Liability Co. grants to Customer during the applicable Subscription Term, and for the restricted scope of this Addendum a License to the Eligible Features and Functions of the Software that are applicable to the respective Subscription Level of the software set forth on the applicable Order Form.

1.2 License Key, Delivery, and Acceptance. Promptly following execution of an applicable Order Form, Chipmunk Robotics Limited Liability Co. will deliver to Customer a License Key file that is required for Customer to use the Software per the rights granted in Section 1.1 of this Addendum. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such License Key file, and the Software is deemed to be accepted by Customer upon delivery.

1.3 Reservation of Rights; Restrictions. As between Chipmunk Robotics Limited Liability Co. and Customer, Chipmunk Robotics Limited Liability Co. owns all right title and interest in and to the Software and any derivative works thereof, and except as expressly set forth in Section 1.1 of this Addendum, no other license to the Software is granted to Customer by implication, estoppel or otherwise. Customer agrees not to: (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Software or any portion thereof to human-readable form, except and only to the minimum extent permitted by applicable law, (ii) prepare derivative works from, modify, copy or use the Software in any manner except as expressly permitted herein; (iii) except as expressly permitted in Section 1.1 of this Addendum, transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Software in whole or in part to any third party; (iv) except for Customer’s internal business purposes, or as otherwise may be expressly permitted on an applicable Order Form or in another written agreement signed by the parties, use the Software for providing any time-sharing services, software-as-a-service or “SaaS” offering, service bureau services or as part of an application services provider or other service offering; (v) circumvent the limitations on use of the Software that are imposed or preserved by any License Key, (vi) alter or remove any marks and notices in the Software; or (vii) make available to any third party (other than Contractors) any analysis of the results of operation of the Software, including benchmarking results, without the prior written consent of Chipmunk Robotics Limited Liability Co.

1.4 Separately Licensed Components. Some Software components may be governed by an open source-type license (“Component License”) that obliges Chipmunk Robotics Limited Liability Co. to provide the component only under the Component License. Component Licenses do not impose any additional restrictions or obligations on the use of the Software under this Agreement. Any restrictions in this Agreement conflicting with a Component License do not apply to the affected component.

1.5 Reporting Use of Excess Units. Customer agrees to promptly notify Chipmunk Robotics Limited Liability Co. in writing if it uses a Software Subscription in connection with more licenses, as applicable, than the number of licenses Customer has purchased such Subscription (“Excess Units”). Customer shall include in such notice the number of Excess Units and the date on which it first used any such Excess Units. Chipmunk Robotics Limited Liability Co. will invoice Customer, or, if applicable, a Reseller, for such Excess Units, adjusted on a pro-rata basis from the date of first use and for the remainder of the applicable Subscription Term.

1.6 Audit Rights. Customer agrees that, unless such right is waived in writing by Chipmunk Robotics Limited Liability Co., Chipmunk Robotics Limited Liability Co. shall have the right, upon fifteen (15) days’ notice to Customer, to audit Customer’s use of the Software for compliance with any limitations on Customer’s use of the Software that are set forth herein. Customer agrees to provide Chipmunk Robotics Limited Liability Co. with the necessary access to the Software to conduct such an audit either (i) remotely or (ii) if remote performance is not possible, at Customer’s facilities, during normal business hours and no more than one (1) time in any twelve (12) month period. In the event any such audit reveals that Customer has used the Software in excess of the limitations set forth herein, Customer agrees to promptly pay to Chipmunk Robotics Limited Liability Co. an amount equal to the difference between the fees actually paid and the fees that Customer should have paid to remain in compliance with such limitations. This Section shall survive for a period of one (1) year from the termination or expiration of the Agreement.

1.7 Government Rights. The Software product is "Commercial Computer Software," as that term is defined in 48 C.F.R. 2.101, and as the term is used in 48 C.F.R. Part 12, and is a Commercial Item comprised of "commercial computer software" and "commercial computer software documentation". If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement, as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulation ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires the Software and/or the Documentation, the same shall be subject to this Addendum, as specified in 48 C.F.R. 227.7202-3 and 48 C.F.R. 227.7202-4 of the DOD FAR Supplement ("DFARS") and its successors, and consistent with 48 C.F.R. 227.7202. This U.S. Government Rights clause, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data related to the Software under this Agreement and in any subcontract under which the Software and Documentation are acquired or licensed.

1.8 Post Termination or Expiration. Upon termination or expiration of any applicable Subscription, Customer shall NOT be entitled to use any features and functions of the Software.

1.9 Malicious Code. Chipmunk Robotics Limited Liability Co. warrants that at the time the Software is made available for download, it will be free of Malicious Code.

2 SUPPORT SERVICES

2.1 Provision of Support Services. During an applicable Subscription Term, Chipmunk Robotics Limited Liability Co. will provide Customer with Support Services in accordance with the Support Services Policy.

2.2 Third Party Contractors. If designated by Customer as support contact(s), Chipmunk Robotics Limited Liability Co. will provide the Support Services to one or more Contractors, solely in connection with such Contractors’ provision of services to Customer, and provided that (i) such Contractors do not offer Software as part of any software-as-a-service, (ii) Customer shall remain responsible to Chipmunk Robotics Limited Liability Co. for the compliance of such Contractors with the terms and conditions of the Agreement and this Addendum, and (iii) such Contractors are contractually bound to obligations that reasonably protect Chipmunk Robotics Limited Liability Co.’s intellectual property and Confidential Information. Upon Chipmunk Robotics Limited Liability Co.’s written request, Customer shall confirm to Chipmunk Robotics Limited Liability Co. that a Contractor is Customer’s designated support contact.

2.3 Restrictions. Support Services are provided to Customer solely for Customer’s internal use (which includes use by Customer Affiliates, and, subject to Section 2.2 above) and are subject to applicable quantitative limitations on (i) the number of licenses set forth on the applicable Order Form(s). For the avoidance of doubt, the foregoing internal use restriction is not intended to prohibit Customer from using the Support Services for a Project in which Software is used in connection with or as part of a Customer website or Customer’s own software-as-a-service (“SaaS”) offering, provided that any such SaaS offering must include substantial, additional value-added software application features and functions, in addition to the features and functions of the Software. In addition, Customer shall not:

(a) use the Support Services to supply any consulting, support, or training services regarding the Software to any third party other than Customer Affiliates or

(b) use Support Services (i) other than for support of the Software or (ii) to obtain support under a higher Subscription Level for its use of Software in a Project for which Customer has purchased a lower Subscription Level.

Customer agrees that any knowing failure to comply with the terms of this Section will be deemed a material breach of this Agreement.

3 ADDITIONAL DEFINITIONS

3.1 “Contractor” means any third-party contractor performing services on Customer’s behalf.

3.2 “License” means a limited, non-exclusive, non-transferable, fully paid up right and license (without the right to grant or authorize sublicenses) solely for Customer’s internal business operations to (i) install and use, in object code format, the Software, (ii) use, and distribute a reasonable number of copies of the Documentation internally, provided that Customer must include on such copies all marks and notices; (iii) permit Contractors and Customer’s Affiliates to use the Software and Documentation as set forth in (i) and (ii) above, provided that such use by Contractors must be solely for Customer’s benefit, and Customer shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with their use of the Software that is contrary to the terms and conditions of this Agreement.

3.3 “License Key” means a file that enables the use of the software.

3.4 “Malicious Code” means any code that is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of Customer’s computer programs or computer systems or destroy or damage data. For clarity, Malicious Code shall not include any software bugs or errors handled through Support Services, or any standard features or functions of the Software and/or any License Key that are intended to enforce the temporal and/or other limitations on the scope of the use of the Software to the scope of the License granted to Customer.

3.5 “Non-production Environment” means an environment such as development, staging, or quality assurance where software is not used for production purposes.

3.6 “Project” means a specific Customer use case for the Software, with Software being deployed for use in a logical grouping of functionality to support such use case.

3.7 “Support Services Policy” means Chipmunk Robotics Limited Liability Co.’s support services policy for Software Subscriptions set forth at https://www.chipmunkrpa.com/subscriptions, which provides the details of Chipmunk Robotics Limited Liability Co.’s Support Services obligations. Chipmunk Robotics Limited Liability Co. reserves the right to reasonably modify the Support Services Policy during a Subscription Term. However, Chipmunk Robotics Limited Liability Co. agrees not to materially diminish the level of Support Services during the Subscription Term. The Support Services Policy is hereby incorporated into these terms and conditions by this reference.

NOT FOR EDITING

Effective Date: Jan 1, 2024

This Chipmunk Robotics Limited Liability Co. Support Services Policy is the primary document used to communicate Chipmunk Robotics Limited Liability Co.'s support policies to licensees of Chipmunk Robotics Limited Liability Co. software products (each such licensee, a "Customer"). As referenced either in the proprietary license agreement under which you obtain and are granted the right to use Chipmunk Robotics Limited Liability Co.'s commercial software and/or the agreement under which you obtain a subscription ("Subscription") to Chipmunk Robotics Limited Liability Co.'s support services (in each case, the "Agreement"), this Support Services Policy sets forth Chipmunk Robotics Limited Liability Co.'s support terms and conditions, as well as provides a description of Chipmunk Robotics Limited Liability Co.'s technical support levels. Capitalized terms not defined herein have the definition set forth in the applicable Agreement.

1. Scope of Support Services.

The scope of the Support Services provided to Customer includes general assistance and support regarding the installation of the Software and basic technical configuration of the Software, as well as developer assistance on how to use the Software. Chipmunk Robotics Limited Liability Co. will provide Support Services to Customer in accordance with this Support Services Policy and the Agreement. Development Support Services are not available for production systems.

2. Support Services Offerings.

Chipmunk Robotics Limited Liability Co. offers two different levels of the Support Services which are described below in Section 3 of this Support Services Policy, and are subject to the specific terms and conditions set forth therein regarding hours of operation, response times, methods of support and other matters for each Subscription Level. Chipmunk Robotics Limited Liability Co. shall use commercially reasonable efforts to meet the applicable targeted response times set forth below. Customer acknowledges that the time required for resolution of issues may vary depending on the specific circumstances of each problem, including, without limitation, the nature of the incident/problem, the extent and accuracy of information available about the incident/problem and the level of Customer's cooperation and responsiveness in providing materials, information, access and support reasonably required by Chipmunk Robotics Limited Liability Co. to achieve problem resolution. Chipmunk Robotics Limited Liability Co. addresses problem resolutions through a number of mechanisms.

3. Subscription Levels.

For all support requests, send a support request via https://www.chipmunkrpa.com/subscriptions

The submission needs to be made prior to engaging a Chipmunk Robotics Limited Liability Co. resource. Once the appropriate support request is filed, the most optimal method of contact may be utilized (phone, web, email), subject to the applicable Subscription Level. All issues must be filed via the web-based support portal.

Defined Terms:

"Business Day" means Monday through Friday other than a day designated from time to time as a national holiday in the place from which Support Services may be provided.

"Incident" means a single question or issue posed by a Support Contact using the Support Services.

Enterprise Level

Normal Hours of Operation: 24 x 7 x 365

Method: email, or support form

Emergency Patches: yes

Annual Incidents: unlimited

Severity & Target Initial Response

Level 1 & 12 Hours

Level 2 & 24 Hours

Level 3 & 2 Business Days

Development Level

Normal Hours of Operation: 8AM – 5PM business hours in the U.S. Eastern time zone

Method: support portal

Emergency Patches: no

Annual Incidents: unlimited

Severity & Target Initial Response

Level 1 & 2 Business Days

Level 2 & 2 Business Days

Level 3 & 5 Business Day

4. Severity Level Definitions.

Level 1

The Customer's production environment is not working or seriously impaired and no workaround is available. The Customer's revenue, security or brand is impacted as a result. Chipmunk Robotics Limited Liability Co. will use continuous efforts during the Normal Hours of Operation stated above for the applicable Subscription level to provide a resolution for any Level 1 errors as soon as is commercially reasonable.

Level 2

The Customer’s environment is functioning, but Software is impaired and working in a reduced capacity or continuity of service or an imminent deadline is at risk. The Customer’s revenue, security or brand is threatened as a result. Chipmunk Robotics Limited Liability Co. will use reasonable efforts during the Normal Hours of Operation stated above for the applicable Subscription level to provide a resolution for any Level 2 errors.

Level 3

This is the default severity level. Something isn't working as expected, or the Customer has a general question about its deployment. Chipmunk Robotics Limited Liability Co. will use reasonable efforts to provide a resolution for any Level 3 error in time for an upcoming release of Software. All inbound production cases shall have an initial status of Level 3.

5. Customer Obligations.

Customer must provide a functional Project/Application description at time of order to clearly define the Project/Application Chipmunk Robotics Limited Liability Co. will be supporting. Customer is responsible for ensuring that its personnel that interact with Chipmunk Robotics Limited Liability Co. have sufficient English language and technical skills, and respond to and cooperate with Chipmunk Robotics Limited Liability Co. in a timely manner in connection to requests for Support Services.

As a precondition for requesting Support Services from Chipmunk Robotics Limited Liability Co., Customer (A) must have a valid paid Subscription with Chipmunk Robotics, and (B) agrees to (and to cause each of its developers to) use reasonable efforts to: (i) attempt to solve the problem and to utilize sufficient resources to clearly understand that a problem exists before consulting Chipmunk Robotics Limited Liability Co.; (ii) provide Chipmunk Robotics Limited Liability Co. with sufficient information and technical data in order for Chipmunk Robotics Limited Liability Co. to establish that a potential problem is not the kind of problem that is an exclusion from the Support Services; (iii) make reasonable attempts and expend reasonable resources to provide any data reasonably requested by Chipmunk Robotics Limited Liability Co. to adequately address the potential problem; (iv) utilize sufficient resources to understand the instructions from Chipmunk Robotics Limited Liability Co. in addressing the problem, and make reasonable attempts to correct the problem as suggested by Chipmunk Robotics Limited Liability Co. In addition, Customer agrees and acknowledges that the extent of access and the accuracy of information and technical data provided may affect Chipmunk Robotics Limited Liability Co.'s ability to provide the Support Services.

CUSTOMER AGREES NOT TO USE THE SUPPORT SERVICES IN CONNECTION WITH THE DEVELOPMENT, DEPLOYMENT, ENABLEMENT AND/OR MAINTENANCE OF ANY NON-CHIPMUNK ROBOTICS LIMITED LIABILITY CO. SOFTWARE THAT COMPETES WITH CHIPMUNK ROBOTICS LIMITED LIABILITY CO.'S SOFTWARE PRODUCTS.

6. Support Service Exclusions.

Chipmunk Robotics Limited Liability Co. will have no obligation to provide Support Services to Customer in the event that (i) the Software has been changed, modified or damaged by Customer or anyone other than Chipmunk Robotics Limited Liability Co., (ii) the problem is caused by Customer's negligence, misconduct, or misuse of the Software, a hardware malfunction, or other causes beyond the reasonable control of Chipmunk Robotics Limited Liability Co., (iii) the problem is due to third party software, (iv) the Software is being hosted by a third party that is offering the Software as a service, (v) Customer has not installed or implemented any Software releases made generally available or is not running a then supported version of the Software as provided by Chipmunk Robotics Limited Liability Co. as defined in Section 7, or (vi) information requested by Customer could reasonably be expected to assist in the development, deployment, enablement and/or maintenance of any non-Chipmunk Robotics Limited Liability Co. software that competes with Chipmunk Robotics Limited Liability Co.'s commercial software products. The Support Services do not cover the support of any third-party software that integrates with the Software or the investigation into a potential or actual security incident in a Customer environment, including but not limited to the analysis and response to security events and signals. In addition, the Support Services do not include the following: (a) use of any version of a Software that is not designated as a production release (such as a milestone or release candidate or code contained in the sandbox or any other repository that is not packaged into a production release distribution); (b) Customer's failure to comply with operating instructions contained in the documentation; (c) installation, configuration, management and operation of Customer's applications; (d) APIs, interfaces or data formats other than those included with the Software; or (e) any training. In addition, Development Level Support Services are available only for one Project/Application per Agreement and may not be used at all for Production systems where "Production" means the system is using/processing live data.