1. PURPOSE OF AGREEMENT

1.1 The Company, Lucid Bots, will provide the Customer with access to  the Drone Cleaning Bundle (hereinafter referred to as the  "Service(s)"), which consists of a hardware system and a  software application. The Customer will be able to access and  use the Service according to the terms and conditions of this  Agreement. 

 

2. RESTRICTIONS AND RESPONSIBILITIES 

2.1 Customer will not, directly or indirectly: reverse  engineer, decompile, disassemble or otherwise attempt to  discover the source code, object code or underlying structure,  ideas, know-how or algorithms relevant to the Services or any  software, documentation or data related to the Services  (“Software”); modify, translate, or create derivative works based  on the Services or any Software (except to the extent expressly  permitted by Company or authorized within the Services); use  the Services or any Software for timesharing or service bureau  purposes or otherwise for the benefit of a third; or remove any  proprietary notices or labels.  

2.2 Customer represents, covenants, and warrants that  Customer will use the Services only in compliance with  Company’s standard published policies then in effect (the  “Policy”) and all applicable laws and regulations. Customer  hereby agrees to indemnify and hold harmless Company against  any damages, losses, liabilities, settlements and expenses  (including without limitation costs and attorneys’ fees) in  connection with any claim or action that arises from an alleged  violation of the foregoing or otherwise from Customer’s use of  Services. Although Company has no obligation to monitor  Customer’s use of the Services, Company may do so and may  prohibit any use of the Services it believes may be (or alleged to  be) in violation of the foregoing. 

2.3 Customer shall be responsible for obtaining and  maintaining any equipment and ancillary services needed to  connect to, access or otherwise use the Services, including,  without limitation, modems, hardware, servers, software,  operating systems, networking, web servers and the like  (collectively, “Equipment”). Customer shall also be responsible  for maintaining the security of the Equipment, Customer account,  passwords (including but not limited to administrative and user  passwords) and files, and for all uses of Customer account or the  Equipment with or without Customer’s knowledge or consent. 

 

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the  other party (the “Disclosing Party”) has disclosed or may  disclose business, technical or financial information relating to  the Disclosing Party’s business (hereinafter referred to as  “Proprietary Information” of the Disclosing Party). Proprietary  Information of Company includes non-public information  regarding features, functionality and performance of the Service.  

Proprietary Information of Customer includes non-public data  provided by Customer to Company to enable the provision of the  Services (“Customer Data”). The Receiving Party agrees: (i) to  take reasonable precautions to protect such Proprietary  Information, and (ii) not to use (except in performance of the  Services or as otherwise permitted herein) or divulge to any third  person any such Proprietary Information. The Disclosing Party  agrees that the foregoing shall not apply with respect to any  information after five (5) years following the disclosure thereof  or any information that the Receiving Party can document (a) is  or becomes generally available to the public, or (b) was in its  possession or known by it prior to receipt from the Disclosing  Party, or (c) was rightfully disclosed to it without restriction by a  third party, or (d) was independently developed without use of  any Proprietary Information of the Disclosing Party or (e) is  required to be disclosed by law.  

3.2 Customer shall own all right, title and interest in and to  the Customer Data. Company shall own and retain all right, title  and interest in and to (a) the Services and Software, all  improvements, enhancements or modifications thereto, (b) any  software, applications, inventions or other technology developed  in connection with Implementation Services or support, and (c)  all intellectual property rights related to any of the foregoing.  

3.3 Notwithstanding anything to the contrary, Company  shall have the right collect and analyze data and other  information relating to the provision, use and performance of  various aspects of the Services and related systems and  technologies (including, without limitation, information  concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use  such information and data to improve and enhance the Services  and for other development, diagnostic and corrective purposes in  connection with the Services and other Company offerings, and  (ii) disclose such data solely in aggregate or other de-identified  form in connection with its business. No rights or licenses are  granted except as expressly set forth herein.  

 

4. PAYMENT OF FEES 

4.1 Immediately upon execution of this Agreement, the  Customer will pay Company a fee, as stipulated in the Drone  Cleaning Bundle line item of the quote, for access to and use of  the Services as contemplated herein for the first two (2) years  following the Effective Date. 

4.2 Following the initial two (2) year period, unless this  Agreement has otherwise been terminated in accordance with its  terms, Customer will pay the above amount in advance within  thirty (30) days of invoice for each subsequent 2-year period of  this Agreement, provided Company may change the fees by  providing at least thirty (30) days advance notice of such change  prior to the next payment becoming due, in which case Customer  shall pay such modified amount unless it terminates this  Agreement prior to such amount becoming due. All fees paid or  otherwise owed are non-cancellable and non-refundable.

 

5. TERM OF AGREEMENT 

5.1 The term of this Agreement will begin on the date of  acceptance by the Customer and will continue until terminated  by either party. Either party may terminate this Agreement at any  time, with or without cause, by providing written notice to the  other party, provided in no event shall Customer be entitled to  any refund of amounts owed or paid prior to such termination in  the event it terminates this Agreement. 

 

6. WARRANTY AND DISCLAIMER 

Company shall use reasonable efforts consistent with  prevailing industry standards to maintain the Services in a  manner which minimizes errors and interruptions in the Services  and shall perform the Implementation Services in a professional  and workmanlike manner. Services may be temporarily  unavailable for scheduled maintenance or for unscheduled  emergency maintenance, either by Company or by third-party  providers, or because of other causes beyond Company’s  reasonable control, but Company shall use reasonable efforts to  provide advance notice in writing or by e-mail of any scheduled  service disruption. HOWEVER, COMPANY DOES NOT  WARRANT THAT THE SERVICES WILL BE  UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE  ANY WARRANTY AS TO THE RESULTS THAT MAY BE  OBTAINED FROM USE OF THE SERVICES. EXCEPT AS  EXPRESSLY SET FORTH IN THIS SECTION, THE  SERVICES AND IMPLEMENTATION SERVICES ARE  PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT  NOT LIMITED TO, IMPLIED WARRANTIES OF  MERCHANTABILITY AND FITNESS FOR A PARTICULAR  PURPOSE AND NON-INFRINGEMENT. 

  

7. LIMITATION OF LIABILITY 

NOTWITHSTANDING ANYTHING TO THE  CONTRARY, EXCEPT FOR BODILY INJURY OF A  PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING  BUT NOT LIMITED TO ALL EQUIPMENT AND  TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,  REPRESENTATIVES, CONTRACTORS AND EMPLOYEES  SHALL NOT BE RESPONSIBLE OR LIABLE WITH  RESPECT TO ANY SUBJECT MATTER OF THIS  AGREEMENT OR TERMS AND CONDITIONS RELATED  THERETO UNDER ANY CONTRACT, NEGLIGENCE,  STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR  OR INTERRUPTION OF USE OR FOR LOSS OR  INACCURACY OR CORRUPTION OF DATA OR COST OF  PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR  TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY  INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR  CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER  BEYOND COMPANY’S REASONABLE CONTROL; OR (D)  FOR ANY AMOUNTS THAT, TOGETHER WITH  AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,  EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE  12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO  THE LIABILITY, IN EACH CASE, WHETHER OR NOT  COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF  SUCH DAMAGES. 

 

8. MISCELLANEOUS 

If any provision of this Agreement is found to be  unenforceable or invalid, that provision will be limited or  eliminated to the minimum extent necessary so that this  Agreement will otherwise remain in full force and effect and  enforceable. This Agreement is not assignable, transferable or  sublicensable by Customer except with Company’s prior written  consent. Company may transfer and assign any of its rights and  obligations under this Agreement without consent. This  Agreement is the complete and exclusive statement of the mutual  understanding of the parties and supersedes and cancels all  previous written and oral agreements, communications and other  understandings relating to the subject matter of this Agreement,  and that all waivers and modifications must be in a writing  signed by both parties, except as otherwise provided herein. No  agency, partnership, joint venture, or employment is created as a  result of this Agreement and Customer does not have any  authority of any kind to bind Company in any respect  whatsoever. In any action or proceeding to enforce rights under  this Agreement, the prevailing party will be entitled to recover  costs and attorneys’ fees. All notices under this Agreement will  be in writing and will be deemed to have been duly given when  received, if personally delivered; when receipt is electronically  confirmed, if transmitted by facsimile or e-mail; the day after it is  sent, if sent for next day delivery by recognized overnight  delivery service; and upon receipt, if sent by certified or  registered mail, return receipt requested. This Agreement shall  be governed by the laws of the State of North Carolina without  regard to its conflict of laws provisions. The parties shall work  together in good faith to issue at least one mutually agreed upon  press release within 90 days of the Effective Date, and Customer  otherwise agrees to reasonably cooperate with Company to serve  as a reference account upon request.