Robot End User Software License Agreement

1. Scope of Agreement; Acceptance. This End User Software License Agreement (this “Agreement”) sets forth the terms and conditions applicable to the license (the “License”) granted herein by Rethink Robotics, Inc. (“Rethink Robotics”) for the Rethink Robotics and/or third party software products (the “Software”) embedded in a Rethink Robotics product (“Product”). The term Software shall include all patches, error corrections, updates, upgrades, enhancements, modifications, additional software components provided by Rethink Robotics to be embedded in a product, and User Documentation (as defined below). This Agreement governs the right to use the Software by the purchaser of a Product (“Licensee”). Licensee agrees that its use of a Product in any manner shall be deemed an acceptance of the terms and conditions of this Agreement. BY USING THE SOFTWARE OR A PRODUCT IN WHICH THE SOFTWARE IS EMBEDDED, LICENSEE ACKNOWLEDGES THAT IT HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM WITH RESPECT TO THE SOFTWARE. LICENSEE UNDERSTANDS THAT, IF IT PURCHASED THIS LICENSE OR ANY PRODUCTS FROM AN AUTHORIZED RESELLER OF RETHINK ROBOTICS, THAT RESELLER IS NOT RETHINK ROBOTICS’ AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON RETHINK ROBOTICS’ BEHALF OR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. If Licensee does not agree to the terms and conditions of this Agreement, it must return the Product within five (5) business days of Licensee's receipt of such Product, for a full refund of the purchase price and license fee; and if it is not returned in this period, it shall be deemed as an express acceptance of the terms and conditions of this Agreement. 2. License Grant and Restrictions. (a) Rethink Robotics grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable License during the term of this Agreement to use the Software in the country in which the Products were delivered (“Territory”). in machine-readable, object code form only and solely in connection with the Rethink Robotics product in which the Software is embedded, and the user documentation, including all updates and revisions thereto (the “User Documentation”) only as authorized in and subject to this License. Licensee agrees that it (1) may only use the Software on the Rethink Robotics product in which it is embedded; (2) may only use the Software for its own internal business purposes and within the scope of the Software application; (3) will not pledge, lease, rent, or share Licensee's rights under this Agreement with any third party; (4) will not, without Rethink Robotics' prior written consent, assign or transfer Licensee's rights hereunder; (5) will not decompile, disassemble, reverse

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engineer, modify, or otherwise translate the Software or permit a third party to do so during or after the term of this Agreement; (6) will not transfer or make the Software available to any third party, or create derivative works of the Software, without Rethink Robotics' prior written consent, and in the event of any violation hereof, Rethink Robotics is not liable for any damage or harm caused by its Software or Products to any third party ; (7) will not use the Software to conduct a service bureau, application service provider (“ASP”) or similar business for the benefit of third parties; and (8) will not publish any benchmark tests using the Software. (b) Licensee may not use the Product or Software for nuclear, missile, or chemical and biological weaponry and uses. 3. Rethink Robotics' Rights. (a) Licensee acknowledges and agrees that the Software is proprietary and confidential material of Rethink Robotics or its licensors and is protected under United States and international copyright laws, and such other United States or foreign laws that may be appropriate for the Software. Licensee will use its best efforts to maintain the confidentiality of the Software. Licensee further acknowledges and agrees that all right, title and interest in and to the Software, including associated intellectual property rights, are and shall remain with Rethink Robotics or Rethink Robotics' licensors. This Agreement does not convey to Licensee an interest in or to the Software, but only a limited right of use immediately revocable in the event of any breach of the terms of this Agreement by Licensee. (b) Rethink Robotics, or its designee, shall have the right from time to time to perform an audit of Licensee's books, records to determine if Licensee’s use of the Software complies with the provisions of this Agreement. Any such audit (i) shall be made during Licensee's normal business hours, (ii) shall be undertaken only after reasonable prior written notice thereof has been given by Rethink Robotics to Licensee, and (iii) shall not unreasonably interfere with Licensee's business operations. Licensee agrees to cooperate with Rethink Robotics or its designee, in any such audit. In addition, Rethink Robotics, or its designee, is authorized by Licensee to perform periodic, non-intrusive monitoring of Licensee’s system or network to assure compliance with the requirements of this Agreement. 4. U.S. Government Restricted Rights. Software and technical data rights granted to the federal government include only those rights customarily provided to end user customers. Rethink Robotics provides this customary commercial license in Software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). 5. License Fees. The purchase price paid by Licensee to Rethink Robotics for the Product includes the license fee for the license to use the Software granted under this Agreement. Robot End User Software License Agreement

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6. Term. This Agreement is effective upon Licensee's receipt and use of each Product and shall continue until terminated pursuant to this Section 6. Licensee may terminate the License for any particular Product at any time by returning the applicable Product to Rethink Robotics. Rethink Robotics may terminate the License upon the breach by Licensee of any term hereof or for Licensee failing to pay any purchase price or fees when due and owing. Upon such termination by Rethink Robotics, Licensee agrees to immediately cease the use of and return to Rethink Robotics the Software and User Documentation and all copies or portions thereof. Termination of the License shall not prejudice Rethink Robotics' rights to seek damages or any other appropriate relief at law or in equity. Except if Licensee returns the Software pursuant to Section 1 above, Licensee shall not be entitled to a refund for any License fees paid to Rethink Robotics, in the event the License is terminated. 7. Limited Warranty and Exclusive Remedy. (a) Rethink Robotics warrants that with normal use and service the Software shall materially conform to Rethink Robotics’ published specifications for the most current release of the Software (as of the date of shipment of the Product to Licensee) for the same period of time as the warranty for the Product in which the Software is embedded. During the warranty period, as Licensee's sole and exclusive remedy, Rethink Robotics will either (i) use reasonable efforts to correct the Software's failure to conform to the warranty provided that Licensee has notified Rethink Robotics in writing of the nature of the non-conformity; or (ii) replace the Software with Software meeting Rethink Robotics' then-current published specifications. This limited warranty does not apply to any Third Party Software, any patch, error correction, update, upgrade, enhancement, modification or revision provided by Rethink Robotics with respect to the Software or the User Documentation, which are provided on an AS IS BASIS ONLY. (b) The warranty granted above shall not apply if the Software, or any portion of it, has been (i) modified or altered (other than by Rethink Robotics), (ii) abused or misapplied, or (iii) used in combination with hardware or software other than the Product for which it was designed and furnished as set forth in the User Documentation. In no event does Rethink Robotics warrant that the use of the Software will be error free or uninterrupted.

This

warranty will not apply to any Products shipped outside of the Territory. (c) Rethink Robotics' sole obligation under the Software warranty shall be to provide the remedies described in this Section entitled Limited Warranty and Exclusive Remedy. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, THE SOFTWARE IS LICENSED “AS IS”. RETHINK ROBOTICS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES OF NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. RETHINK ROBOTICS'S EXPRESS WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OUT OF, RETHINK ROBOTICS RENDERING

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TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. (d) Rethink Robotics and Licensee acknowledge and agree the Software is not fault-tolerant and the Products are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). RETHINK ROBOTICS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. (e)

RETHINK

ROBOTICS’

PRODUCTS

HAVE

BEEN

DEVELOPED

AND

TESTED

FOR

RESEARCH

AND

MANUFACTURING USES AND SHOULD BE OPERATED IN STATIONARY, LEVEL ENVIRONMENTS (AS DESCRIBED IN THE SPECIFICATIONS AND USER GUIDE). THE END USER CUSTOMER SHOULD PERFORM A RISK ASSESSMENT BEFORE OPERATING THE PRODUCTS. USE OUTSIDE OF THE PRODUCT’S SPECIFICATIONS, INTENDED USE, OR WITH UNMITIGATED HAZARDS MAY INCREASE THE RISK OF INJURY TO THE END USER, DAMAGE TO THE PRODUCTS, VOID THE WARRANTY, AND LIMIT RETHINK ROBOTICS’ ABILITY TO PROVIDE SUPPORT FOR THE PRODUCTS. (f) To the extent that there may exist extended maintenance and support services for the Software beyond the warranty period, such services shall be provided for only under separate agreement with Rethink Robotics or its OEM or reseller. (g) RETHINK ROBOTICS DISCLAIMS COMPLIANCE BY THE PRODUCTS WITH ANSI, ISO OR OTHER INDUSTRIAL ROBOT SAFETY STANDARDS.

RETHINK ROBOTICS, INC. MAKES NO, AND HEREBY DISCLAIMS ANY,

REPRESENTATION OR WARRANTY, RELATING TO COMPLIANCE WITH REGULATIONS AND/OR STANDARDS OUTSIDE OF THE UNITED STATES AND LICENSEE AGREES TO COMPLY, AND BEAR ANY COSTS OF COMPLIANCE, WITH ANY LOCAL FOREIGN ENTRY, DOMESTIC USE, AND (RE)EXPORT REGULATIONS. 8. Limitation of Liability. (a) RETHINK ROBOTICS' AND/OR ITS LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE FOR DIRECT DAMAGES FROM ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR THE PRODUCTS, SHALL NOT EXCEED THE PRICE PAID TO RETHINK ROBOTICS FOR THE PURCHASE OF THE PRODUCT(S) CAUSING DAMAGE.

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(b) IN NO EVENT SHALL RETHINK ROBOTICS AND/OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES OR FOR LOST PROFITS, THE LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF RETHINK ROBOTICS OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATED TO THIS AGREEMENT AND/OR THE USE OF THE SOFTWARE. (c) Some jurisdictions do not allow the exclusion or limitation of special, incidental, consequential, indirect or exemplary damages, or the limitation of liability to specified amounts, so the above limitation or exclusion may not apply to Licensee. 9. Export Control. Licensee agrees to comply with all applicable laws and regulations, including export laws of the United States and any other applicable country, and shall not export or re-export any portion of the Software received from Rethink Robotics, directly or indirectly, to any country, entity or person except in compliance with export laws of the United States and any other applicable country. 10. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Massachusetts, excluding (i) its conflicts of laws principles; (ii) the United Nations Convention on the International Sale of Goods; and (iii) the application of the Uniform Computer Information Transactions Act.

Any dispute,

controversy or claim arising out of this Agreement shall be referred to an arbitration proceeding in Boston, Massachusetts, USA conducted in English under the commercial arbitration rules of the American Arbitration Association (“AAA”), and shall be the exclusive forum for resolving such dispute, controversy or claim. The arbitration shall be conducted in accordance with the provisions set forth in the License Agreement. The prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees. In addition, with respect to any third party software incorporated in the Software, the licensors of such third party software, and their licensors, as applicable, are third party beneficiaries of this Agreement and the provisions herein related to the Software in general, are made expressly for the benefit of, and are enforceable by such third party licensors as they apply to such third party software. 11. Miscellaneous. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof. The failure of Rethink Robotics to enforce any of its rights hereunder or to take any action against Licensee in the event of any breach hereunder shall not be deemed a waiver by Rethink Robotics as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This License shall constitute the complete, final and exclusive agreement between Rethink Robotics and Licensee with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter hereof; provided that all confidentiality and mutual non-disclosure agreements previously executed by Licensee and Rethink Robotics shall remain in full force and effect. This Agreement may not be modified except by a writing signed by the parties. It is agreed that no use of trade or other regular practice or method of dealing

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between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this License. 12. Optional Features. The Software may contain optional components or features (“Optional Components”) not initially licensed to and paid for by Licensee. In the event Licensee elects to license such Optional Components it shall follow the instructions provided by Rethink Robotics and pay such additional license fees as are required.

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