Academics Edition

Terms and Conditions of Sales

THE SPECIFIC TERMS AND CONDITIONS OF SALE PROVIDED HEREIN COMPLEMENT AND APPLY TO ANY AND ALL PURCHASE ORDERS ISSUED BY THE BUYER WHOSE COMPLETE IDENTITY IS SPECIFIED IN EACH PURCHASE ORDER (“BUYER”) AND ACCEPTED BY ALDEBARAN ROBOTICS, “SOCIÉTÉ ANONYME” WITH A CAPITAL OF 1.968.099 EUROS, HAVING ITS REGISTERED OFFICE AT 168-170 RUE RAYMOND LOSSERAND, 75014 PARIS, FRANCE, REGISTERED WITH THE TRADE AND COMPANIES REGISTER OF PARIS UNDER NUMBER 483 185 807 (“ALDEBARAN”). BY SIGNING THE PURCHASE ORDER OR USING THE PRODUCT, THE BUYER ACKNOWLEDGES TO HAVE BEEN FULLY INFORMED OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY AND TO BECOME A PARTY TO THIS AGREEMENT. IN CASE OF EVOLUTION OF THE AGREEMENT, THE LATEST VERSION OF THE AGREEMENT IS APPLICABLE TO THE USE OF THE PRODUCT. BY USING THE PRODUCT, THE BUYER IS DEEMED TO AGREE TO ALL THE TERMS OF THE UPDATED AGREEMENT.

BACKGROUND (A) Aldebaran is a company specialized in the field of software development and robotics. Created in early 2005, the company aims to create and deliver affordable, autonomous, and easily programmable humanoid robots. Aldebaran has developed the NAO robot. (B) The BUYER is a research centre or laboratory dedicated to research in mechanics, electronic, artificial intelligence, software, or more generally each organisation working on robotics or using robotics to develop a research field or learning. (C) The BUYER has wished to be authorized to use the NAO Robot “Academics Edition” and the “Aldebaran Software Toolkit” in the course of its research and learning activities.

SECTION 1 – DEFINITIONS

“Agreement” means these Nao Academics Edition specific terms and conditions, their appendices, all purchase orders issued by the BUYER for the purchase of the Products and any amendment to these Nao Academics Edition specific terms and conditions, if applicable. “Aldebaran Software” means the complete and documented computer programs, including libraries, in the version provided to the BUYER, conceived and developed by ALDEBARAN. “Aldebaran Software Toolkit” means collectively the Aldebaran Software, the Third-Party Software and the Documentation, or any other computer program provided by Aldebaran in replacement of any of the aforementioned software components.“Confidential Information”: the content of this Agreement, any information that is technical, commercial, strategic, financial, economic, related to research, technical specifications, Product, development and marketing plans and/or proposals, training methods and materials, inventions, processes, studies, records, reports, memoranda, drafts, trade secrets, know-how, ideas, concepts, strategies, and any and all other information which is confidential by its nature, no matter on which medium and in which form (verbal, visual or written) it is communicated to the other Party during the negotiations or the performance of this Agreement. The Parties will make all reasonable efforts to mark as confidential all Confidential Information by showing an appropriate mention. “Documentation” means the operating manuals, user instructions, technical literature and all other documents regarding the use of the Product, in any form, provided to the BUYER by ALDEBARAN under this Agreement. “NAO Robot Academics Edition” means the robot developed by ALDEBARAN including its embedded software and sold to the BUYER pursuant to the terms and conditions of the Agreement, in the quantity set forth in the applicable purchase order. “Price” means the price specified in the purchase order. “Product” means collectively the NAO Robot Academics Edition and the Aldebaran Software Toolkit. “Third-Party Software” means the complete and documented computer programs, in the version provided to the BUYER, in the form of object codes, licensed under a specific license (being either an open source license or a proprietary license), as described in the Documentation. SECTION 2 – PURPOSE

The purpose of this Agreement is to define the terms and conditions under which ALDEBARAN (i) sells to the BUYER the NAO Robot Academics Edition and (ii) grants him the right to use the Aldebaran Software Toolkit, for the sole purpose of using them in the course of research or education and learning.

SECTION 3 – RIGHTS GRANTED

ALDEBARAN grants to the BUYER a personal, non-exclusive, non-transferable license to use the Aldebaran Software, for the duration of the applicable intellectual property rights.The licence also includes all necessary rights for the BUYER, without conferring to the BUYER the right to sub-license the Aldebaran Software, to install the Aldebaran Software and use the Documentation in connection with the use of the Aldebaran Software.ALDEBARAN provides the BUYER with the Third-Party Software so as the Aldebaran Software Toolkit can operate properly. ALDEBARAN is not granting any right on the Third-Party Software. The Third-Party Software remain subject tothe specific licenses applicable to each Third-Party Software and as described in their related applicable documentation.

SECTION 4 – ORDERS AND DELIVERY

4.1 – Issuance and Acceptance of orders ALDEBARAN will deliver the Product to the BUYER pursuant to purchase orders issued by the BUYER and sent to ALDEBARAN from time to time. In no event shall the general terms and conditions of the BUYER apply to the orders issued under this Agreement, unless expressly and clearly agreed by ALDEBARAN in writing. The BUYER shall not be entitled to cancel or modify any order issued under this Agreement, without the prior express consent of ALDEBARAN to such cancellation or amendment in writing. All purchase orders for a Product must be expressly accepted by ALDEBARAN to be binding on ALDEBARAN. ALDEBARAN can at its sole discretion accept or refuse any purchase order, and has no obligation to provide any justification to the BUYER.

4.2 – Delivery Terms Delivery dates for the ordered quantities shall be confirmed and accepted by ALDEBARAN. The Aldebaran Software Toolkit will be delivered on the Aldebaran Secure Website (http://academics.aldebaran-robotics.com) with a personal, non-transferable access (login & password) or any other place that ALDEBARAN may notify in writing.

The NAO Robot Academics Edition will be shipped by the method ALDEBARAN deems most appropriate. Unless otherwise specified, the NAO Robot Academics Edition shall be shipped in ALDEBARAN’s standard packaging. Shipping and handling costs will be paid by the BUYER. Unless otherwise stated by the BUYER in writing, ALDEBARAN may proceed to partial deliveries of the orders issued by the BUYER, which will be invoiced separately upon each delivery. ALDEBARAN will make all its efforts to deliver the Product in compliance with the delivery date indicated by the BUYER and accepted by ALDEBARAN. ALDEBARAN reserves the right to refuse, cancel or delay a delivery to the BUYER in the case that the BUYER fails to comply with any of its obligations under this Agreement.

4.3 – Passage of Title and Risk of Loss All NAO Robot Academics Edition sales are made as set forth in the corresponding purchase order. At the time defined in the purchase order, title and risk of loss passes to the BUYER, and ALDEBARAN’s liability as to delivery ceases.

4.4 – Title in the Product The Products will remain the property of ALDEBARAN until full payment of the Price. The presentation of any bill of exchange or document materializing a payment obligation shall not be viewed as payment until the corresponding amount have been credited to ALDEBARAN’s account. The BUYER undertakes to keep the Products separate and identifiable so as to allow their restitution to ALDEBARAN if necessary. This clause does not prevent the passing of all risks relating to the Products to BUYER on delivery as described in Clause 5.3. Notwithstanding these provisions concerning the retention of title in the Product, the BUYER shall subscribe the appropriate insurance policies covering the Products against all risks related to it or that could be caused by it following its delivery. The BUYER shall be responsible for appropriate maintenance of the Products sold and shall pay for all expenses related to the return of the Products in the original conditions if the BUYER is required to return the unpaid Products.

4.5 – Product Changes ALDEBARAN reserves the right to make substitutions, modifications and improvements to the Product, provided that such substitutions, modifications or improvements shall offer at least the same functionalities as the original component. In case of a substitution, modification or improvement, ALDEBARAN will provide the BUYER with a list of all such substitutions, modifications or improvements, and with the applicable terms and conditions in case they are different from the Agreement.

SECTION 5 – PRICES AND PAYMENT TERMS

5.1 – Price The BUYER shall pay the Price to ALDEBARAN as described in the purchase order. ALDEBARAN may invoice the BUYER in respect of the Price upon receipt of the BUYER’s order. Sums stated to be payable under this Agreement do not include any and all applicable taxes, customs, tariffs, value-added tax or any other applicable taxes, which shall be paid by the BUYER in addition. This Price will be applicable from the effective date of this Agreement until 30 (thirty) calendar days. The new price lists for the following months will be defined by ALDEBARAN in good faith at the end of each calendar month. Should the BUYER not agree on such revised Price: - the Parties may try to find an agreement on such Price; - the BUYER may decide to terminate the Agreement with a prior 1 (one) month notice.

5.2 – Payment Terms All sums payable under this Agreement shall be paid within 30 (thirty) calendar days of the date of the ALDEBARAN invoice. ALDEBARAN will issue invoices as set forth in the corresponding purchase order. Any amount unpaid when due by the BUYER to ALDEBARAN under this Agreement shall bear interest immediately and automatically as of the first day the payment is late until the due date of payment, at a rate of 3 (three) times the French legal interest rate, with a maximum of 1 % (one percent) per annum.

SECTION 6 – OBLIGATIONS OF THE BUYER

In addition to the terms and conditions applicable to the Third-Party Software, BUYER agrees to the following: - The BUYER shall ensure that the Product are used exclusively for research, learning or education needs; - The BUYER shall strictly comply with the user instructions set forth in the Documentation; - The BUYER shall not take any action to impair the reputation of the Product, the trademarks of ALDEBARAN or its licensors and any other product of ALDEBARAN or its licensors provided however this shall not serve to restrict the university’s research or ability to publish the results of any research; - The BUYER shall use the ALDEBARAN name and trademarks only in the manner prescribed by ALDEBARAN in writing; - The BUYER shall inform ALDEBARAN of any potential defects discovered when using the Product; - The BUYER shall notify ALDEBARAN promptly of any legal notices, claims or actions directly or indirectly relating to the Product and not enter into or compromise any legal action or other proceeding relating to the Product without the prior written consent of ALDEBARAN; - The BUYER shall not use, without the prior written consent of ALDEBARAN, the Product for the benefit of third parties in any manner, and in particular: (a) not sell, resell, lease, transfer, license or sublicense or otherwise provide the Product to any third party, and, in a more general manner, not communicate all or part of the Product to any third party; (b) not charge or otherwise deal in or encumber the Product; - The BUYER shall not delete, remove or in any way obscure the proprietary notices, labels or marks of ALDEBARAN or its licensors on the Product and conspicuously display the proprietary notices, labels or marks on any copy of the Product; - The BUYER shall not alter, modify, decompile, disassemble, or reverse engineer the program code or any other part of the Aldebaran Software Toolkit, in whole or in part, except in the events and only to the extent expressly provided by law. However, even if the law authorises the above acts, BUYER shall give ALDEBARAN a written notice seven (7) calendar days prior to the date on which these acts are scheduled to take place and allow a representative of ALDEBARAN to be present during these acts; - The BUYER shall not develop any other software programs or derivative works on the basis of or using the Aldebaran Software Toolkit except for the research or education field. Any such software program or

derivative work shall not be used or exploited by the BUYER outside the research or education field. Any such software program or derivative work shall in no case be sold, assigned or licensed by the BUYER; - The BUYER shall not create any other robot or derivative works on the basis of or using the NAO Robot Academics edition or Aldebaran software toolkit; - The BUYER shall not use the Product for illegal purposes or in illegal manner, including in violation of the intellectual property rights of ALDEBARAN or any third party; - The BUYER shall provide ALDEBARAN promptly with any information, material, software or specification as may reasonably be required for the proper performance of this Agreement including access to appropriate members of the BUYER’s staff. The BUYER is responsible for the completeness and accuracy of such information, material, software or specification;

SECTION 7 – WARRANTY

7.1 – Aldebaran Software Toolkit warranty 7.1.1 – Defects The Aldebaran Software are warranted against any defect for ninety (90) days as of the execution of the AgreementDuring this warranty period, if there is any such defect, ALDEBARAN shall at its option and expense either (i) repair the defective Aldebaran Software, or (ii) replace the defective Aldebaran Software, or (iii) reimburse the purchase price paid to ALDEBARAN for the defective Aldebaran Software. These remedies are exclusive of any other remedies, and the warranty will only be effective provided that the BUYER notifies the warranty claim to ALDEBARAN in writing during the abovementioned warranty period. Any other warranty relating to defects is excluded. This warranty does not cover incorrect installation or use by any third party; misuse of the Aldebaran Software voids the warranty. The Third-Party Software are warranted only as provided in the specific licenses applicable to each. Except as set out in this Agreement, all conditions, warranties and representations in relation to the Aldebaran Software Toolkit are excluded to the extent permitted under applicable law. In particular, but without limitation, ALDEBARAN makes no warranties related to the internal characteristics of the Aldebaran Software Toolkit, the uninterrupted or error-free operation of the Aldebaran Software Toolkit, fitness of the Aldebaran Software Toolkit for a particular usage or BUYER’s requirements or compatibility of the Aldebaran Software Toolkit with any other product or software.

7.1.2 – Infringement ALDEBARAN warrants that the Aldebaran Software as provided to BUYER under this Agreement do not infringe the intellectual property rights of third parties. ALDEBARAN shall defend at its own expense any action brought against BUYER which is based on a claim that an Aldebaran Software infringes the intellectual property rights of the claimant, and will indemnify BUYER against all costs and damages finally awarded against BUYER in any such action or agreed by ALDEBARAN in any settlement, provided however that BUYER (i) promptly notifies ALDEBARAN in writing of the claim; (ii) grants ALDEBARAN sole control of the defence and/or settlement of the claim; and (iii) provides ALDEBARAN with all assistance and information required for the defence and settlement of the claim. Should an Aldebaran Software give rise, or in ALDEBARAN opinion be likely to give rise to any such claim, ALDEBARAN shall, at its option and expense, either: (i) procure for BUYER the right to continue using such Aldebaran Software; or (ii) replace or modify the Aldebaran Software so that it does not infringe the intellectual property rights anymore; or (iii) terminate as of right the purchase order under which such Aldebaran Software was provided, and reimburse the residual value paid for the infringing Aldebaran Software. Any indemnification by ALDEBARAN under this warranty is excluded if the claim is based upon (i) a modified version of the Aldebaran Software for which the changes have not been expressly authorized or validated by ALDEBARAN, or (ii) a combination, installation or use of any software component embedded in the NAO Robot Academics Edition with any other element, material or item that is not expressly provided by ALDEBARAN for combination, installation or use with the Aldebaran Software, or (iii) a combination, installation or use of the Aldebaran Software with any other element, material or item that is not expressly authorized by ALDEBARAN for combination, installation or use with the Aldebaran Software, or (iv) any other fault or negligence of BUYER or a third party.

7.2 – NAO Robot Academics Edition warranty ALDEBARAN warrants that the NAO Robot Academics Edition (excluding any software contained therein) purchased hereunder will be free from defects of material and workmanship under normal use and service for a duration of twelve (12) months after initial shipping date to the BUYER.During the warranty period, ALDEBARAN will, at no charge and at ALDEBARAN’s option, either repair defective parts of the NAO Robot or replace defective parts of the NAO Robot Academics Edition with new or refurbished replacement parts. Any defective Product or defective part shall be returned to ALDEBARAN for inspection and repair or replacement, in its original package, and with all costs thereof paid by the BUYER (including but not limited to shipping and handling costs, insurance and taxes). No defective Product or defective part shall be returned to ALDEBARAN unless the BUYER informs ALDEBARAN, and without the prior explicit consent of ALDEBARAN to return such defective Product or defective parts. After the defective Product or defective part has been repaired or replaced, ALDEBARAN returns at his own cost the Product or part to the BUYER. ALDEBARAN shall have no obligation to repair or replace any defective parts of the NAO Robot Academics Edition if ALDEBARAN reasonably believes that such repair or replacement is necessitated in whole or in part by: - normal wear and tear; - catastrophe; - accident; - fault or negligence of the BUYER; - misuse or abuse; - improper or unauthorized connection with any peripheral; - external electrical fault; or - alteration, modification, installation, service or repair performed otherwise than by ALDEBARAN or with ALDEBARAN’s permission. The warranty term for repaired or replaced parts is 3 (three) months from repair date, or the balance of the original warranty, whichever is greater. 8.3 – Warranty Exclusion Any warranty other than set forth under this Section 8 is expressly excluded by ALDEBARAN. The warranties set forth under this Section 8 are subject to the provisions of Section 9 below. ALDEBARAN hereby disclaims the French legal warranty on hidden defects (“garantie légale pour défauts et vices cachés”) set for in article 1641 and seq. of the French Civil Code.

SECTION 8 – LIABILITY

The Parties will only be liable to each other for direct loss arising out of the Agreement. ALDEBARAN shall not be liable if the BUYER is temporary prevented from accessing the Aldebaran Secure Website (http://academics.aldebaran-robotics.com) due to system errors and failures, faulty transmissions, or other telecommunications malfunctions.

ALDEBARAN shall not be liable for any damage resulting from the destruction of files or programs, non- compliance with the provided user instructions or misuse of the Products by the BUYER. To the fullest extent expressly provided by law, ALDEBARAN hereby disclaims the French legal liability for defective products (“responsabilité du fait des produits défectueux”) set for in article 1386-1 and seq. of the French Civil Code, particularly as regards damage do to any good not used by the BUYER for private purposes. ALDEBARAN shall not be liable for (a) any damage resulting from the loss or incorrectness of the data or programs, provision of the hardware, software, service or technology, (b) loss or damage incurred by BUYER as a result of third party claims (except as provided in Section 8.1.2), and (c) any indirect damages. In no event shall the global aggregate liability of ALDEBARAN under this Agreement exceed an amount equal to the sums owed by BUYER to ALDEBARAN under this Agreement during the period of twelve (12) months prior to the event giving rise to the liability claim.

SECTION 9 – TERMINATION

A party (the “Initiating Party”) may terminate this Agreement with immediate effect by notice to the other party (the “Breaching Party”) on or at any time if the Breaching Party being in breach of an obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within thirty (30) calendar days starting on the day after receipt of written notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy the breach. For the purposes of this Section 10, a breach by the BUYER of an obligation under Section 7 of this Agreement shall be deemed to be incapable of remedy. Notwithstanding the termination of this Agreement, the BUYER shall remain liable to pay to ALDEBERAN all sums accrued or due on or prior to the date of termination and Sections 4, 6, 7, 8, 9, 11, 12 and 17 of this Agreement shall remain in full force and effect.

SECTION 10 – INTELLECTUAL PROPERTY

ALDEBARAN is the owner or licensee of the Product. Title, copyright and any other proprietary and intellectual property right in the Product shall remain vested in ALDEBARAN or its licensors. The rights granted to the BUYER under this Agreement do not transfer to the BUYER title or any proprietary or intellectual property rights to the Product and do not constitute a sale of such rights; ALDEBARAN shall retain the ownership of all rights in any inventions, discoveries, improvements, ideas, techniques or know-how embodied conceived by ALDEBARAN under this Agreement, including, without limitation, its methods of work, programs, methodologies and related documentation, including any derivative works of software code developed by ALDEBARAN in the course of performing this Agreement as well any knowledge and experience of ALDEBARAN’s directors, staff and consultants.

SECTION 11 – CONFIDENTIALITY

Each Party receiving Confidential Information from the other Party undertakes to hold said Confidential Information in strict confidence, and to not publish or disclose it to third parties, not to use the Confidential Information for any purpose other than that provided in this Agreement and the orders, and to take all measures necessary to protect confidentiality. Confidentiality will not serve to restrict research.The above obligations shall not apply to Confidential Information of either Party which (a) is at the date of execution of this Agreement, or at any time thereafter becomes publicly known other than by the receiving Party’s or a third party’s breach of this Agreement or (b) is lawfully obtained from a third party authorized to transfer or disclose such information or (c) is disclosed pursuant to the order or requirement of a court, or administrative body having authority provided, however, that the receiving Party shall provide prompt notice thereof to the other Party which shall be enabled to protect its Confidential Information. The confidentiality of information is required throughout the term of this Agreement and the orders, and for five (5) years following the termination or expiration of this Agreement, for any reason whatsoever.

SECTION 12 – NO TRANSFER OR ASSIGNMENT

In no event shall BUYER sublicense, assign or otherwise transfer all or part of its rights and obligations under this Agreement to any third party. Any such sublicensing, assignment or transfer shall be null and void, unless expressly agreed to by ALDEBARAN in writing.

SECTION 13 – ENTIRE AGREEMENT

This Agreement supersedes and replaces any agreement concluded previously or concomitantly between ALDEBARAN and BUYER, whether verbal or written, relating to the subject matter of this Agreement. This Agreement states the entire agreement of the Parties with respect to the sale of the Product an supersedes all prior negotiations and discussions. This Agreement may only be modified in writing by the agreement of the Parties and no representative of either Party has or shall have authority to modify this Agreement in any other manner.

SECTION 14 – SEVERABILITY

If any of the provisions of this Agreement are held or deemed to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

SECTION 15 – NOTICES

All notices under this Agreement shall be sent in writing at the address of the Parties stated in the applicable purchase order. Any change of address may be notified to the other Party in compliance with this Section 16. Notices will be deemed served (i) when delivered in person, on the date indicated on the receipt, (ii) when delivered by registered mail return receipt requested, on the date indicated on the receipt or, if there is no reception, on the date it is first delivered, (iii) when delivered by international postal service, on the date indicated by this service on the probill or the air waybill, or (iv) when delivered by facsimile or email on the date of the return confirmation facsimile or email. In case (iv), the notification will not be deemed served if no confirmation is sent in return.

SECTION 16 – APPLICABLE LAW - JURISDICTION

This Agreement shall be governed by French law, and the application of the UN Convention on the International Sale of Goods shall be excluded. In the event of any dispute between the Parties, the Parties agreed to meet to discuss their dispute before resorting to formal dispute resolution procedures. BOTH PARTIES EXPRESSLY AGREE THAT ANY DISPUTE ARISING OUT OF OR IN RELATION WITH THIS AGREEMENT SHALL BE SUBMITTED TO THE EXCLUSIVE VENUE OF THE COMMERCIAL COURT OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR IMPLEADING OF THIRD PARTIES.