WALDEN ROBOTICS, INC. GENERAL TERMS AND CONDITIONS OF SERVICE

(2026 – Robotics-as-a-Service)

1. General.

The terms and conditions contained herein, together with any additional or different terms contained in Walden Robotics, Inc.’s (“Walden”) proposal, quotation, statement of work and/or invoice (“Proposal”), if any, submitted to customer identified in the applicable Proposal (“Customer”), constitute the entire agreement (the “Agreement”) between the parties with respect to the provision of the services proposed in the Proposal and supersede all prior communications and agreements regarding such engagement. Acceptance by Walden of any purchase order or engagement request, or Customer’s acceptance of Walden’s Proposal, is expressly limited to and conditioned upon Customer’s acceptance of these terms and conditions. These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Customer, to which terms Walden hereby objects.

Unless the context otherwise requires, the term “Services” as used herein means all robotics-as-a-service (“RaaS”), labor, supervisory, technical and engineering, deployment, installation, commissioning, maintenance, monitoring, support, consulting, feasibility assessment, and other services provided by Walden under this Agreement. All robots, hardware, and software made available to Customer in connection with the Services remain the property of Walden at all times and nothing in this Agreement constitutes the sale or leasing of any hardware or robots.

Any purchase order or other procurement document issued by Customer is for administrative convenience only and shall not modify, supplement, or supersede this Agreement in any respect, including with respect to any preprinted terms and conditions appearing thereon.

2. Prices.

(a) Unless otherwise specified in writing, all Proposals expire thirty (30) days from the date thereof and may be modified or withdrawn by Walden before receipt of Customer’s conforming acceptance.

(b) Services prices are based on normal business hours (8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays) for the specific Site identified in the Proposal, unless otherwise stated in the Proposal. If a rate sheet or pricing proposal is attached hereto or included in the Proposal, the applicable rates/fees shall be those set forth therein. Rates are subject to change upon thirty (30) days’ prior written notice.

(c) Where the Proposal specifies a Minimum Commitment Period, Customer shall be obligated to pay all monthly fees for the full duration of the Minimum Commitment Period, regardless of whether Customer actually utilizes the Services during any such month. Early termination prior to the expiration of the Minimum Commitment Period shall be subject to the early termination fee specified in Section 19. “Minimum Commitment Period” has the meaning set forth in the applicable Proposal.

(d) The Prices generally require an initial set-up fee,  fixed monthly fee and usage fee based on KATs. The term “KAT” means 1,000 Action Tokens.  The term “Action Token” means 10 milliseconds of robot operation.  This is anchored to the robot’s current control loop timing and provides a stable, auditable billing unit that does not change if internal model architecture, inference rates, or control frequencies evolve.  This is the atomic unit of robot output.  It represents a fixed quantum of robot operation: the robot perceives its environment (cameras, sensors, force feedback), reasons about the task, outputs an action plan, and physically executes actions while computing the next iteration.

(e)  The price does not include any federal, state, or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable. Customer agrees to pay or reimburse any such taxes which Walden or its suppliers are required to pay or collect. If Customer is exempt from the payment of any tax or holds a direct payment permit, Customer shall, upon engagement, provide Walden a copy, acceptable to the relevant governmental authorities, of any such certificate or permit.

3. Payment.

(a) Unless specified to the contrary in writing by Walden, payment terms are net thirty (30) days from date of invoice, payable without offset, in United States Dollars, by wire transfer or ACH to the account designated by Walden in the Proposal. Walden is not required to commence or continue its performance unless and until invoiced payments have been received in a timely fashion.

(b) If, in the judgment of Walden, the financial condition of Customer at any time does not justify the terms of payment specified, Walden may require payment in advance or payment security satisfactory to Walden and may suspend its performance until said advance payment or payment security is received, or may terminate the engagement if such payment is not timely made.

(c) Customer shall pay, in addition to any overdue payment, a late charge equal to the lesser of one and one-half percent (1.5%) per month (or any part thereof) or the highest applicable rate allowed by law on all overdue amounts, plus Walden’s reasonable attorneys’ fees and court costs incurred in connection with collection. If Customer fails to make payment of any amounts due and fails to cure such default within ten (10) days after receiving written notice specifying such default, then Walden may, by written notice, at its option, suspend its performance until such time as the full balance is paid, or terminate the engagement as of a date specified in such notice. In the event of suspension or termination hereunder, Walden will be entitled to recover all costs for work performed to date, costs associated with suspension or termination, and all other costs recoverable at law.

(d) Except as expressly provided in Section 9 (Warranties and Remedies), all fees paid by Customer hereunder are non-refundable, including any monthly subscription fees paid in advance of or during any period in which Services are temporarily suspended due to scheduled maintenance, Customer-caused downtime, force majeure, or any other reason not attributable solely to Walden’s material breach. Customer shall not withhold, deduct, or set off any amounts owed to Walden against any claim Customer may have against Walden, whether or not such claim has been adjudicated.

(e) Walden reserves the right to adjust fees on an annual basis upon sixty (60) days’ prior written notice to Customer. Where the Proposal specifies a fixed fee for the Minimum Commitment Period, no adjustment shall be made during such period. Following expiration of the Minimum Commitment Period, adjusted pricing shall apply unless the parties have agreed otherwise in writing.

(f) Except as expressly and specifically provided for in this Agreement, all fees paid by Customer hereunder are non-refundable, including any monthly subscription fees paid in advance of or during any period in which Services are temporarily suspended due to scheduled maintenance, Customer-caused downtime, force majeure, or any other reason not attributable solely to Walden’s material breach.  Customer shall not withhold, deduct, or set off any amounts owed to Walden against any claim Customer may have against Walden, whether or not such claim has been adjudicated.

4. Changes.

(a) Customer may request changes to the scope of the Services being provided by Walden. Any changes requested by Customer affecting the scope of Services must first be reviewed by Walden in its sole discretion and must be accepted by Walden in writing in an amendment to this Agreement before they take effect.

(b) Walden may, at its expense, make such changes in the Services as it deems reasonably necessary to conform the Services to the applicable specifications or to improve performance, safety, or reliability.

5. Performance of Services.

(a) Walden shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards at the Customer location set forth in the Proposal (the “Site”). The schedule for performance of Services shall be as set forth in the Proposal. Walden shall use commercially reasonable efforts to perform the Services with minimal interruption; however, Walden does not guarantee any specific uptime level, and any service level commitments, remedy mechanisms, and exclusions (including for scheduled maintenance, Customer-caused downtime, and third-party system failures) shall be as set forth in the applicable Proposal or service level agreement (SLA) exhibit, if any.

(b) Service schedules are contingent upon Customer’s timely approvals, Site access, and delivery by Customer of any documentation, materials, or information required for Walden’s performance hereunder.

(c) Customer shall provide Walden with reasonable and timely access to the Site as necessary for Walden to perform the Services, including: (i) adequate workspace, physical clearances, and power supply conforming to Walden’s site specifications; (ii) reliable, high-bandwidth, low-latency network connectivity meeting Walden’s minimum technical specifications as communicated in writing by Walden; (iii) dedicated network access points and IT infrastructure configurations reasonably requested by Walden; (iv) and such other facilities, utilities, and resources as Walden reasonably requires to install, commission, maintain, and operate the Walden Equipment.

(d) Walden shall determine the manner and means by which the Services are performed. Walden personnel performing Services at the Site shall comply with Customer’s reasonable Site rules and security procedures, provided such rules and procedures have been communicated to Walden in writing in advance.

(e) Customer acknowledges that the teleoperation functionality of the Walden Equipment (defined below) depends on reliable and uninterrupted network connectivity at the Site meeting Walden’s minimum specifications. Any degradation in network quality, connectivity interruption, or failure of Customer’s IT infrastructure that causes loss of teleoperation control, unsafe behavior, equipment stoppage, or damage to Walden Equipment or third-party property shall be solely the responsibility of Customer, and Walden shall have no liability therefor. Walden’s SLA obligations (if any) shall be tolled for any period during which network connectivity at the Site falls below Walden’s minimum specifications.

(f) Customer is responsible for any integration of Walden Equipment with Customer’s existing warehouse management systems (“WMS”), enterprise resource planning systems (“ERP”), or other third-party software and systems (collectively, “Customer Systems”), unless such integration is expressly included in the Proposal. Walden shall have no liability for any failure, degradation, or suboptimal performance of the Services arising from Customer Systems or Customer’s failure to maintain or update such systems.

(g) Customer acknowledges and agrees that the Services are delivered through Walden robots that operate using a combination of AI-driven autonomous behavior and remote human teleoperation. During the course of service delivery, Walden teleoperators may be controlling a robot remotely in real time. The ratio and manner of autonomous operation to teleoperation may vary at Walden’s sole discretion based on task requirements and operational conditions. Customer shall not rely on any assumption that the robots operate in a fully autonomous manner.

(h) By accepting the Services, Customer consents to the presence and involvement of Walden teleoperators who may remotely observe, guide, and control the robots during service delivery at the Site. Customer acknowledges that teleoperation is a standard and integral part of the Services and that Walden’s teleoperators may have visual, audio, and sensor-based awareness of the Site environment during teleoperation sessions. Prior to the commencement of live operations at the Site, and on an ongoing basis during the term of this Agreement, Customer shall notify, in writing, all employees, contractors, temporary workers, visitors, and other individuals who may be present in, or in proximity to, areas where Walden Equipment operates regarding: (i) the presence, autonomous and teleoperated capabilities, and operational parameters of the Walden Equipment; (ii) designated robot operating zones and exclusion areas; (iii) applicable safety rules, emergency stop procedures, and reporting protocols; and (iv) the fact that audio, video, and sensor data may be captured during operation. Customer shall maintain records of such notifications, including the date of notification and personnel notified, and shall provide copies of such records to Walden upon request.

(i) Walden personnel performing Services at the Site are, at all times, employees or contractors of Walden and are not employees, agents, joint venturers, or co-employers of Customer. Customer shall not direct, supervise, or control the work of Walden personnel except with respect to Customer’s reasonable written Site rules and security procedures that have been communicated to Walden in advance. Customer shall not solicit, recruit, or hire any Walden personnel who have performed Services at Customer’s Site without Walden’s prior written consent during the term of this Agreement and for twelve (12) months following termination or expiration.

6. Installation, Deinstallation and Acceptance.

(a) Unless otherwise specified in the Proposal, Walden shall be responsible for the delivery, installation, integration, deployment, configuration, and validation of Walden Equipment at the Site to Walden’s specifications prior to authorizing Customer to commence live operations (“Commissioning”) in accordance with the scope and timeline set forth in the Proposal. Customer shall cooperate fully with Walden’s installation team, including by: (i) preparing the Site in advance in conformance with Walden’s site specifications; (ii) providing access to Site personnel, Customer Systems, and relevant infrastructure; and (iii) performing any Customer-side preparation work identified in the Proposal.

(b) If Customer’s failure to fulfill its cooperation obligations causes a delay to the installation or Commissioning schedule, Walden shall be entitled to an equitable adjustment to the schedule and, where such delay is material, to an adjustment to the applicable fees to cover Walden’s additional costs incurred as a result of the delay. Walden’s SLA obligations (if any) shall not commence until the completion of Commissioning.

(c) Following completion of Commissioning, Walden shall issue a Commissioning completion notice to Customer. Customer shall have five (5) business days to review and either confirm acceptance or provide a written notice identifying specific, documented non-conformities with the agreed specifications. If Customer does not provide a written non-conformity notice within such period, Commissioning shall be deemed accepted. Walden shall use commercially reasonable efforts to remediate documented non-conformities within a reasonable time.

(d) Walden shall have the right to access the Site at any time upon reasonable notice to perform deinstallation and retrieval of Walden Equipment upon: (i) termination or expiration of this Agreement; (ii) Customer’s material breach; or (iii) any suspension of Services by Walden for safety or non-payment reasons. In the event of a safety emergency, Walden may access the Site immediately without prior notice. Customer shall provide all reasonable cooperation and assistance to Walden in connection with deinstallation. All costs of deinstallation and retrieval attributable to Customer’s breach or misuse shall be borne by Customer.

7. Ownership, Delivery and Lifecycle of Walden Equipment.

(a)  All robots, hardware, equipment, software, and related Technology provided by Walden in connection with the Services (“Walden Equipment”) shall at all times remain the sole and exclusive property of Walden. No title to or ownership interest in the Walden Equipment shall pass to Customer. The parties agree that this Agreement constitutes a services agreement and not a sale of goods or equipment. Nothing in this Agreement shall be construed as a lease, bailment, or transfer of any property interest in Walden Equipment to Customer.

(b)  Walden may file one or more protective UCC financing statements or similar filings in any applicable jurisdiction identifying Walden’s ownership interest in the Walden Equipment. Customer shall cooperate with Walden in connection with such filings, including by executing any documents reasonably requested by Walden. Such filings are for protective purposes only and shall not alter the characterization of this Agreement.

(c)  Customer shall not, directly or indirectly, create, incur, assume, or permit to exist any lien, security interest, pledge, levy, attachment, or other encumbrance on or with respect to any Walden Equipment. If any such encumbrance arises, Customer shall cause it to be discharged immediately at Customer’s sole expense. Customer shall promptly notify Walden in writing of any claim, lien, levy, or legal process threatened or asserted against any Walden Equipment.

(d)  Customer shall: (i) use Walden Equipment only for the purposes contemplated by this Agreement and in accordance with the Operating Documentation; (ii) not move or relocate any Walden Equipment from the Site without Walden’s prior written consent; (iii) not modify, disassemble, reverse engineer, bypass safety systems, or tamper with any Walden Equipment; (iv) not permit any person who has not completed Walden’s required training program or obtained written consent from Walden to operate or directly interact with Walden Equipment; (v) maintain the environment in which Walden Equipment operates in conformance with the site specifications set forth in the Operating Documentation; and (vi) use commercially reasonable efforts to safeguard the Walden Equipment from theft, vandalism, and unauthorized access.

(e)  Unless otherwise specified in the Proposal, Walden shall arrange for delivery of Walden Equipment to the Site. Unless otherwise specified in the Proposal, Walden shall bear the cost of outbound shipping of Walden Equipment to the Site, as well as the return shipping upon termination or expiration of this Agreement.

(f)  Customer shall be responsible for any loss of or damage to Walden Equipment while at the Site, except to the extent directly caused by Walden’s gross negligence or willful misconduct. In the event of loss or damage to Walden Equipment for which Customer is responsible, Customer shall pay Walden, within thirty (30) days of invoice, Walden’s reasonable and documented costs to repair or, at Walden’s election, replace the damaged or lost Walden Equipment, which may include costs for parts, labor, transportation, and temporary replacement equipment. Normal wear and tear resulting from Walden’s authorized operation of the Walden Equipment in performance of the Services shall not constitute damage for purposes of this Section. For the avoidance of doubt, Customer shall bear the cost of repair or replacement where damage results from: (i) Customer’s misuse or unauthorized operation of Walden Equipment; (ii) Customer’s failure to maintain the Site environment in conformance with Walden’s specifications; (iii) physical interference with Walden Equipment by Customer’s personnel; or (iv) any other cause attributable to Customer or Customer’s Site.

(g)  Walden shall be responsible for scheduled preventative maintenance of Walden Equipment in accordance with its standard maintenance program, except where damage or accelerated wear is attributable to Customer’s acts or omissions. Consumable items (as identified in the Operating Documentation or applicable Proposal) shall be Customer’s responsibility unless otherwise agreed in writing. Walden shall have the right to perform remote diagnostics, software updates, and configuration changes on Walden Equipment at any time during the term of this Agreement without prior notice to Customer, provided that Walden shall use commercially reasonable efforts to minimize any disruption to Customer’s operations.

(h)  Walden shall use commercially reasonable efforts to restore service within a reasonable time given the nature of the malfunction. Walden may, at its election, provide a temporary replacement unit while a damaged unit is undergoing repair. The provision of a temporary replacement unit shall not alter Customer’s liability for the costs of repairing the original unit.

(i)  Upon the expiration or termination of this Agreement (for any reason), Customer shall: (i) immediately cease use of all Walden Equipment; (ii) provide Walden with unobstructed access to the Site within [five (5)] business days following the effective date of termination or expiration to remove the Walden Equipment; and (iii) cooperate fully with Walden’s removal team, including by disconnecting any Customer Systems integrations and ensuring the area is clear and safe for removal. Customer shall not impede, delay, condition, or charge any fee in connection with Walden’s removal of its Walden Equipment. If Customer fails to make Walden Equipment available for removal within ten (10) business days following the effective date of termination or expiration, Customer shall be liable to Walden for a daily holdover fee equal to 5 % of the monthly service fee for each day of delay, in addition to any other remedies available to Walden.

(j)  Customer shall ensure that Walden Equipment is available for removal in a reasonably clean condition and free from any contamination, chemical exposure, or modification attributable to Customer. Any damage, modification, or contamination discovered upon Walden’s retrieval of the Walden Equipment that is attributable to Customer shall be Customer’s financial responsibility under Section 7(f) above.

8. Acceptable Use; Prohibited Use.

(a)  Customer shall use Walden Equipment solely for the industrial and operational purposes set forth in the applicable Proposal and in strict conformance with the Operating Documentation. Customer shall not use Walden Equipment for any purpose not expressly authorized by Walden in writing.

(b)  Without limiting the foregoing, Customer shall not: (i) use Walden Equipment for any demonstration, promotional display, media event, entertainment, or public-facing activity without Walden’s prior written consent; (ii) permit any person who has not completed Walden’s required training program or obtained written consent from Walden to operate, directly interface with, or physically adjust Walden Equipment; (iii) deploy Walden Equipment in any environment, application, workflow, or task for which it has not been certified or expressly approved by Walden; (iv) modify, disassemble, reverse engineer, decompile, or bypass any safety system, software, or hardware component of any Walden Equipment; (v) use Walden Equipment in any manner intended or likely to threaten, intimidate, harass, surveil (other than as contemplated by this Agreement), or harm any person; (vi) use Walden Equipment in connection with any unlawful activity under applicable federal, state, or local law; (vii) permit media, press, investors, or third-party observers to observe, photograph, or record the operation of Walden Equipment without Walden’s prior written consent; or (viii) integrate Walden Equipment with any third-party system, software, or device without Walden’s prior written consent.

(c)  Any use of Walden Equipment in violation of this Section shall: (i) constitute a material breach of this Agreement; (ii) relieve Walden of any and all liability for damages, injuries, or losses arising from or related to such unauthorized use; and (iii) trigger Customer’s indemnification obligations under Section 11 (Customer Indemnification) with respect to any resulting third-party claim. Walden reserves the right to immediately suspend Services upon discovery of any prohibited use without liability to Customer.

9. Warranties and Remedies.

(a)  Walden warrants that the Services shall be performed in a professional and workmanlike manner. If a nonconformity to the foregoing warranty is discovered, under normal and proper conditions of use and provided written notice of such nonconformity is provided to Walden promptly after such discovery, Walden shall, at its option, either (i) re-perform the nonconforming Services or (ii) refund the portion of the price applicable to the nonconforming Services.

(b) Walden shall have no obligation under this warranty with respect to any Services issue that arises from (i) Customer’s misuse, negligence, or failure to follow Walden’s instructions; (ii) unauthorized modifications or interference with Walden Equipment by Customer or any third party; (iii) conditions at the Site not disclosed by Customer or beyond Walden’s reasonable control; or (iv) Customer-supplied materials, data, or specifications.

(c) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL, OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. WALDEN MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF WALDEN EQUIPMENT WILL PREVENT WORKPLACE ACCIDENTS, INJURIES, OR PROPERTY DAMAGE, OR THAT THE WALDEN EQUIPMENT IS A SUBSTITUTE FOR CUSTOMER’S OWN SAFETY PROTOCOLS, WORKPLACE TRAINING PROGRAMS, EMPLOYEE NOTIFICATION OBLIGATIONS, OR COMPLIANCE WITH APPLICABLE OCCUPATIONAL HEALTH AND SAFETY LAWS AND REGULATIONS. WALDEN MAKES NO WARRANTY REGARDING SPECIFIC THROUGHPUT, PRODUCTIVITY, OR RETURN-ON-INVESTMENT OUTCOMES, WHICH ARE DEPENDENT ON CUSTOMER’S ENVIRONMENT, WORKFLOWS, MATERIALS, AND COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT. THE REMEDIES STATED HEREIN CONSTITUTE CUSTOMER’S EXCLUSIVE REMEDIES AND WALDEN’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY.

(d)  Walden will not have any liability for any defect, loss or damage, including in connection with any warranty claim, arising in connection with any act or omission of a person or entity other than Walden; from fire, water, burglary, accident, transit, acts of God, terrorism or attempted repairs (other than by Walden); in connection with High-Risk Activities; or in connection with acts or omissions of Customer or any third parties selected by Customer.  “High-Risk Activities” means use of the Walden Equipment in hazardous environments or any other situation in which the Walden Equipment could lead or is reasonably likely to lead directly to death, personal injury, or severe physical or property damage, as determined by Walden in its sole discretion.

10. Intellectual Property Indemnification.

(a) Walden shall indemnify, defend, and hold harmless at its own expense any action brought against Customer by a third party alleging that the Services or the use of the Walden Equipment as part of the Services directly infringes a United States patent, copyright, or trademark, and shall pay all damages and costs finally awarded in any such action, provided that Customer has given Walden prompt written notice of such action, all necessary assistance in the defense thereof, and the right to control all aspects of the defense thereof, including the right to settle or otherwise terminate such action on behalf of Customer.

(b) Walden shall have no obligation hereunder with respect to any claim arising from: (i) modifications to the Walden Equipment or Services made by Customer or any third party; (ii) use of the Walden Equipment or Services in combination with equipment, software, or processes not supplied by Walden; (iii) use of the Services contrary to Walden’s instructions; (iv) Customer-supplied materials, data, designs, or specifications; or (v) any action settled or otherwise terminated without the prior written consent of Walden.

(c) If, in any such action, the Services or Walden Equipment is held to constitute an infringement, Walden shall, at its option and its own expense, procure for Customer the right to continue using such Services or Walden Equipment; or modify or replace the infringing element with a non-infringing alternative; or terminate the affected Services and refund pro-rata any pre-paid portion of the price allocable thereto.

(d)  Indemnification Procedure. Customer shall: (i) promptly notify Walden in writing of any claim for which indemnification is sought (provided that any failure to provide timely notice shall not relieve Walden of its indemnification obligations except to the extent Walden is materially prejudiced by such failure); (ii) grant Walden sole control over the defense and settlement of such claim, provided that Walden shall not settle any claim in a manner that imposes any liability, obligation, or restriction on Customer, or includes any admission of fault by Customer, without Customer’s prior written consent (not to be unreasonably withheld); and (iii) provide Walden with reasonable cooperation and assistance in connection with the defense, at Walden’s expense. Customer shall have the right, at its own expense, to participate in the defense of any such claim with counsel of its choosing.

11. Customer Indemnification.

(a) Customer shall indemnify, defend, and hold harmless Walden from and against any and all third-party claims or actions arising out of or relating to: (i) Customer’s failure to provide adequate training, instruction, or supervision to its personnel regarding the presence and operation of Walden Equipment at the Site; (ii) Customer’s failure to provide written notification to its employees, contractors, visitors, or other on-site personnel regarding the presence and capabilities of Walden Equipment; (iii) bodily injury (including death) or property damage sustained by any person present at or in proximity to the Site, to the extent arising from: (A) Customer’s negligence or willful misconduct; (B) Customer’s failure to comply with applicable law or Walden’s Operating Documentation; or (C) any unsafe condition at the Site attributable to Customer; (iv) Customer’s modification, misuse, unauthorized operation, or bypassing of safety systems of Walden Equipment; (v) Customer’s use of Walden Equipment for any purpose not authorized under this Agreement or the Operating Documentation, including any demonstration, promotional display, entertainment use, or media event; or (vi) Customer’s failure to maintain the Site in conformance with applicable safety standards, OSHA regulations, or Walden’s site specifications.

(b) Walden shall: (i) promptly notify Customer in writing of any claim for which indemnification is sought (provided that any failure to provide timely notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure); (ii) grant Customer sole control over the defense and settlement of such claim, provided that Customer shall not settle any claim in a manner that imposes any liability, obligation, or restriction on Walden, or includes any admission of fault by Walden, without Walden’s prior written consent (not to be unreasonably withheld); and (iii) provide Customer with reasonable cooperation and assistance in connection with the defense, at Customer’s expense. Walden shall have the right, at its own expense, to participate in the defense of any such claim with counsel of its choosing.

(c) Customer’s indemnification obligations under this Section are in addition to, and not in lieu of, any other obligations or liability Customer may have under this Agreement or applicable law. The indemnification obligations of this Section are not subject to the limitation of liability set forth in Section 13.

12. Waiver of Consequential Damages.

IN NO EVENT SHALL EITHER PARTY, ITS SUPPLIERS, OR SUBCONTRACTORS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE OF ANY EQUIPMENT OR ASSOCIATED SYSTEMS, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES OR FACILITIES, DOWNTIME COSTS, DELAYS, AND CLAIMS OF CUSTOMERS OF THE OTHER PARTY OR OTHER THIRD PARTIES FOR ANY DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL NOT APPLY TO: (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT; (II) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; (III) CUSTOMER’S OBLIGATIONS WITH RESPECT TO LOSS OF OR DAMAGE TO WALDEN EQUIPMENT UNDER SECTION 7; (IV) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16; OR (V) CLAIMS ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

13. Limitation of Liability.

(a) Walden’s aggregate liability for all claims, whether in contract, warranty, tort, negligence, strict liability, or otherwise, for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the provision of any Services covered by or furnished under this Agreement, shall in no case (except as provided in the section entitled “Intellectual Property Indemnification” and “Customer Indemnification”) exceed the total fees paid or payable by Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

(b)  All causes of action against Walden arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one (1) year of the time of accrual thereof.

(c) In no event, regardless of cause, shall Walden be liable for penalties or penalty clauses of any description.

14. Laws and Regulations.

This Agreement shall in all respects be governed by, and construed, interpreted, and enforced in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Both parties hereby agree that any litigation concerning, arising out of, or related to this Agreement, whether claims are based on contract, tort, equity, or otherwise, shall be conducted only in the state or federal courts sitting in the Commonwealth of Massachusetts, and each party waives the defense of an inconvenient forum in respect to any such litigation. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof, and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15. Environmental, Health and Safety.

(a) Customer shall be obligated to maintain safe working conditions at the Site, including implementing appropriate procedures regarding hazardous materials, confined space entry, and energization and de-energization of power systems using safe and effective lock-out/tag-out (“LOTO”) procedures.

(b) Customer shall immediately advise Walden in writing of all applicable Site-specific health, safety, security, and environmental requirements and procedures. Without limiting Customer’s responsibilities hereunder, Walden has the right, but not the obligation, to review, audit, and inspect applicable health, safety, security, and environmental documentation, procedures, and conditions at the Site.

(c) If, in Walden’s reasonable opinion, the health, safety, or security of personnel or the Site is, or is likely to be, imperiled by security risks, the presence of or threat of exposure to hazardous materials, or unsafe working conditions, Walden may, in addition to other rights or remedies available to it, remove some or all of its personnel and Walden Equipment from the Site and suspend performance. Any such occurrence shall be considered a force majeure event. If Walden suspends performance pursuant to this Section 15(c) due to safety or security concerns at the Site, such suspension shall not give rise to any right of Customer to terminate this Agreement or to reduce, withhold, or claim a credit against any amounts payable hereunder. Walden’s obligation to perform shall resume upon Walden’s determination (in its reasonable discretion) that the relevant safety or security concern has been remediated by Customer.

(d) Customer shall not require or permit its personnel to operate Walden Equipment without Walden’s prior written authorization and appropriate training. Customer shall maintain and provide to Walden upon request a current list of all personnel and the training each has completed. Customer shall bear the cost of any additional training required due to personnel turnover or changes in Customer’s workforce. Customer shall ensure that any new personnel who are to interact with or work in proximity to Walden Equipment complete the required training before doing so.

(e) Walden has no responsibility or liability for the pre-existing condition of Customer’s equipment or the Site. Prior to Walden starting any work at the Site, Customer will provide documentation identifying the presence and condition of any hazardous materials existing in or about the Site that Walden may encounter while performing under this Agreement.

(f) If Walden encounters hazardous materials at the Site that require special handling, Walden is not obligated to continue work affected by such hazardous conditions. Customer shall, at its sole cost and expense, eliminate the hazardous conditions so that Walden’s work may safely proceed, and Walden shall be entitled to an equitable adjustment of the price and schedule.

(g) Customer shall indemnify Walden for any and all claims, damages, losses, and expenses arising out of or relating to any hazardous materials which are or were (i) present at the Site prior to the commencement of Walden’s work, (ii) improperly handled or disposed of by Customer or its employees, agents, contractors, or subcontractors, or (iii) brought, generated, produced, or released at the Site by parties other than Walden.

(h) Customer shall operate and interact with Walden Equipment only in strict accordance with the operator manual, safety guidelines, and any training materials provided by Walden (collectively, the “Operating Documentation”). Customer shall ensure that all of its personnel who interact with, work in proximity to, or supervise the use of Walden Equipment have completed all training and orientation required by Walden prior to such interaction. Customer shall maintain the operating environment in conformance with the specifications set forth in the Operating Documentation and shall promptly notify Walden of any unsafe condition, malfunction, near-miss event, or incident involving Walden Equipment. Customer shall notify Walden of any such incident or near-miss event within twenty-four (24) hours of occurrence (or sooner if required by applicable law), shall provide Walden with a written incident report within two business days, shall preserve all physical evidence and documentation related to the incident, shall cooperate fully with Walden’s investigation (including providing access to the Site, personnel, and relevant records), and shall not make any admission of liability on Walden’s behalf to any third party, regulator, or insurer. Any failure by Customer to comply with this Section shall constitute a material breach of this Agreement and shall relieve Walden of liability for any resulting loss, damage, or injury to the fullest extent permitted by law.

16. Confidentiality.

(a) Walden and Customer (as to information disclosed, the “Disclosing Party”) may each provide the other party (as to information received, the “Receiving Party”) with Confidential Information in connection with this Agreement. “Confidential Information” means (a) information that is designated in writing as “confidential” or “proprietary” by the Disclosing Party at the time of written disclosure, (b) information that is orally designated as “confidential” or “proprietary” by the Disclosing Party at the time of oral or visual disclosure and is confirmed in writing within fifteen (15) days thereafter, or (c) information that by its nature or the circumstances surrounding disclosure is or reasonably should be understood to be confidential. In addition, pricing for Services and all Walden Technology shall be considered Walden’s Confidential Information.

(b) The Receiving Party agrees: (i) to use the Confidential Information only in connection with this Agreement and the Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of the Disclosing Party. Walden may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Services. Upon request, the Receiving Party shall return to the Disclosing Party or destroy all copies of Confidential Information, except that Walden may retain one archive copy.

(c) The obligations under this Article shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party intending to make such disclosure shall promptly notify the Disclosing Party in advance.

(d) As to any individual item of Confidential Information that does not constitute a trade secret, the restrictions under this Article shall expire five (5) years after the date of disclosure. As to any Confidential Information that constitutes a trade secret under applicable law, the restrictions under this Article shall continue for so long as such information remains a trade secret. This Article does not supersede any separate confidentiality or nondisclosure agreement signed by the parties.

17. Intellectual Property, Inventions and Information.

(a) “Intellectual Property Rights” means all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, and any other intellectual property rights that may exist anywhere in the world. “Technology” means all inventions, discoveries, ideas, concepts, methods, code, executables, manufacturing processes, compositions, designs, marks, and works of authorship, whether or not patentable, copyrightable, or subject to other forms of protection.

(b) Walden shall maintain all right, title, and interest in any Technology and Intellectual Property Rights that Walden owned, created, conceived, or discovered prior to entering into this Agreement, or owns, creates, or discovers separately from the activities contemplated by this Agreement. Unless otherwise agreed in writing, Walden shall have all right, title, and interest in any Technology and Intellectual Property Rights that Walden creates, conceives, or discovers in furtherance of this Agreement, including all Technology and Intellectual Property Rights embodied in or relating to the Walden Equipment, robots, software, algorithms, and Services. Any designs, technical documentation, or other information submitted to Customer remains the exclusive property of Walden and shall be used solely for purposes directly related to the Services and not for any other purpose, including duplication thereof in whole or in part.

(c) “Service Data” means all data generated by, collected by, or transmitted through Walden robots and associated systems during the performance of the Services, including without limitation telemetry data, video and image captures, sensor streams, task and operational logs, teleoperation session recordings, navigation and mapping data, environmental readings, and any other machine-generated or machine-collected data; provided, however, that any Service Data that includes Customer’s Confidential Information shall be edited or anonymized in a manner to ensure it no longer contains such Customer Confidential Information. All Service Data is and shall remain the sole and exclusive property of Walden. No right, title, or interest in or to any Service Data shall pass to Customer by virtue of this Agreement or the performance of the Services. Walden shall have an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, copy, store, aggregate, analyze, and create derivative works from Service Data for any lawful purpose, including without limitation improving the Services, developing and training machine learning and artificial intelligence models, conducting research and development, generating performance benchmarks and analytics, and creating new products and services. All models, algorithms, insights, and derivative works developed by Walden using Service Data, whether in whole or in part, shall be the sole and exclusive property of Walden.

(d)  From time to time, Customer may provide to Walden comments, criticisms, suggested improvements, and other feedback about the use, operation, functionality, and features of the Walden Equipment including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, and user-desired features (“Feedback”).  Customer agrees that Walden has the right to use the Feedback at its sole discretion on an unlimited basis, including without limitation incorporating all or some of the Feedback into the products of Walden or any other party.

(e)  Customer shall have no right, title, or interest in any models, algorithms, analytical outputs, or derivative works developed or trained by Walden using Service Data, whether such models incorporate patterns, weights, or insights derived from data collected during Customer’s engagement or otherwise. For the avoidance of doubt, Walden’s rights under this Section survive the termination or expiration of this Agreement.

18. Force Majeure.

Neither party shall be liable for loss, damage, detention, or delay, nor be deemed to be in default for failure to perform, when prevented from doing so by causes beyond its reasonable control, including but not limited to acts of war (declared or undeclared), epidemics and pandemics, acts of God, fire, strikes, labor difficulties, acts or omissions of any governmental authority, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of performance will be extended by a period equal to the delay plus a reasonable time to resume performance, and the price will be equitably adjusted.

19. Cancellation and Termination.

(a) Any engagement may be cancelled by Customer only upon prior written notice and payment of cancellation charges, including the price of Services performed prior to the effective date of notice of cancellation, all costs incurred by Walden for work not completed and all expenses attributable to the cancellation, plus a fixed sum of ten percent (10%) of the total engagement price to compensate for disruption in scheduling and other indirect costs.

(b)  No termination by Customer for material default shall be effective unless, within fifteen (15) days after receipt by Walden of Customer’s written notice specifying such default, Walden shall have failed to initiate and pursue with due diligence correction of such specified default.

(c) In the event of termination for a material default by Walden, Walden shall reimburse Customer the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Customer to complete that scope, and Customer shall pay to Walden amounts due for Services performed before the effective date of termination.

(d) Walden may terminate the Agreement (or any affected portion thereof) immediately for cause if Customer becomes insolvent or bankrupt, or materially breaches the Agreement, including, but not limited to, failure or delay in making any payment when due.

(e)  Walden may terminate this Agreement (or any engagement) for convenience upon thirty (30) days’ prior written notice to Customer if Walden reasonably believes that continued performance of the Services would violate any law, rule or regulation or changes to the Site or operating conditions could pose a risk to the Walden robot or individuals.

(f)  Upon the expiration or termination of this Agreement for any reason: (i) all licenses and rights granted to Customer hereunder shall immediately terminate; (ii) Customer shall immediately cease use of all Walden Equipment and cooperate in its prompt return as provided in Section 7(i); (iii) Customer shall pay all outstanding fees within thirty (30) days; and (iv) each party shall promptly return or destroy the other party’s Confidential Information as provided in Section 16.

20. Export Control.

(a)  Customer represents and warrants that the Services provided hereunder are intended for civil use only. Customer agrees not to disclose, use, export, or re-export, directly or indirectly, any information or Technology provided by Walden except in compliance with applicable United States export control laws and regulations.

(b)  Prior to engaging the Services for any task involving the handling, manipulation, transport, storage, or interaction with items, materials, substances, technical data, or software that are subject to the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), or any other applicable export control, sanctions, or trade control regime (collectively, “Controlled Items”), Customer shall disclose to Walden in writing all applicable export control classifications (including ECCN, USML category, and end-use restrictions), compliance requirements, and handling restrictions. Customer shall not direct, instruct, or permit any Walden robot to handle, manipulate, or otherwise interact with any Controlled Item without first providing such disclosure and obtaining Walden’s prior written consent. Walden reserves the right to decline to perform any Services involving Controlled Items in its sole discretion.

(c)  Customer shall indemnify, defend, and hold harmless Walden from and against any and all claims, damages, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Customer’s failure to disclose applicable export control classifications or compliance requirements as required under this Section, (ii) Customer’s direction or permission to use the Services in connection with Controlled Items without Walden’s prior written consent, or (iii) any violation of applicable export control laws or regulations attributable to Customer’s acts or omissions.

21. Anti-Bribery and Anti-Corruption.

Each party hereby warrants that it will not, directly or indirectly, make any payment, gift, or other commitment to government officials or to agents, directors, or employees of the other party or any other party in a manner contrary to applicable laws, including but not limited to the Foreign Corrupt Practices Act (United States), and shall comply with all relevant laws, regulations, ordinances, and rules regarding bribery and corruption.

22. Data Protection.

(a)  The parties agree that the protection of personal data is important. If Customer discloses personal data to Walden, Walden shall comply with all applicable data protection laws and regulations. Customer shall comply with all applicable data protection laws and regulations in respect of any personal data it receives from Walden in the course of receiving the Services.

(b)  The parties acknowledge that the processing of personal data in accordance with this Agreement may require the conclusion of additional data processing agreements. If and to the extent such additional agreements are required, the parties shall promptly enter into any such agreement as required by applicable law.

(c)  Walden’s collection, use, storage, and processing of personal data in connection with the Services, including any data collected through the operation of Walden robots (such as video, images, audio, and sensor data that may contain personal data), shall be governed by Walden’s Privacy Policy, as may be updated from time to time, available at https://www.waldenrobotics.com/privacy-policy. By accepting the Services, Customer acknowledges that it has reviewed and agrees to the terms of Walden’s Privacy Policy. Customer shall be responsible for informing its personnel and any individuals present at the Site whose personal data may be collected through the operation of Walden robots of the applicable privacy practices and for obtaining any notices or consents required under applicable law.

(d)  To the extent that Walden processes personal data on behalf of Customer as a data processor (as defined under applicable data protection law, including the CCPA or GDPR), the parties shall enter into a Data Processing Agreement (“DPA”) substantially in the form made available by Walden. In the event of a conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall control.

23. Insurance Requirements.

(a)  During the term of this Agreement and for a period of three (3) years thereafter, Customer shall obtain and maintain, at its own cost and expense, the following insurance coverages with insurers reasonably acceptable to Walden: (i) Commercial General Liability (‘CGL’) insurance, including products liability and completed operations coverage, with limits of not less than $[5,000,000] per occurrence and $[10,000,000] in the aggregate; and (ii) Commercial Property insurance covering Walden Equipment while at the Site for its full replacement cost (as communicated by Walden to Customer).

(b)  All insurance policies required under this Section shall: (i) name Walden, its affiliates, and their respective officers, directors, and employees as additional insureds; (ii) be primary and non-contributory with respect to any insurance or self-insurance maintained by Walden; and (iii) include a waiver of subrogation in favor of Walden.

(c)  Prior to the delivery of Walden Equipment to the Site and upon Walden’s request thereafter, Customer shall provide Walden with certificates of insurance and endorsements evidencing the coverages required under this Section. Customer’s failure to obtain or maintain required insurance shall constitute a material breach of this Agreement.

(d)  Walden shall obtain and maintain, at its own expense, such insurance coverages as Walden deems appropriate in connection with the Services, which shall include at minimum: (i) commercial general liability insurance; and (ii) professional liability / errors and omissions insurance. Upon Customer’s reasonable written request, Walden shall provide Customer with certificates of insurance evidencing such coverages.

(e)  The insurance requirements set forth in this Section shall not limit, reduce, or otherwise affect either party’s indemnification obligations or any other liability under this Agreement.

24. Assignment.

Any assignment of this Agreement or of any rights or obligations under the Agreement without the prior written consent of Walden shall be void. Walden may assign this Agreement to any affiliate or successor entity without Customer’s consent.

25. Survival.

The following Sections shall survive the expiration or termination of this Agreement for any reason: Sections 1 (General), 3(d) (No Refunds; No Setoff), 7(a) (Ownership), 7(f) (Damage; Repair and Replacement Costs), 7(i) (Return of Equipment), 7(j) (Equipment Condition on Return), 9(c) (Disclaimer of Warranties), 10 (Intellectual Property Indemnification), 11 (Customer Indemnification), 12 (Waiver of Consequential Damages), 13 (Limitation of Liability), 14 (Laws and Regulations), 15(h) (Incident Reporting), 16 (Confidentiality), 17 (Intellectual Property), 19(f) (Post-Termination Obligations), 20 (Export Control), 21 (Anti-Bribery and Anti-Corruption), 22 (Data Protection), 23 (Insurance), 24 (Assignment), 25 (Survival), 26 (Entire Agreement), and 27 (Remedies).

26. Entire Agreement.

This Agreement constitutes the entire agreement between Walden and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Walden and Customer other than those set forth herein or herein provided. Walden’s Proposal shall control over any conflicting terms. Walden specifically rejects any exceptions to this Agreement on the face of any purchase order. This Agreement shall supersede any standard, preprinted terms and conditions that are automatically attached to purchase orders issued by Customer.

27. Remedies.

The remedies of Customer set forth in this Agreement are exclusive and are its sole remedies for any failure of Walden to comply with its obligations hereunder.

[END OF TERMS AND CONDITIONS]