Terms of Service

COZMO AI

Terms of Service

Cozmo AI Platform and Tideline Services

These Terms of Service govern the access to and use of the Cozmo AI platform, the Tideline product line, and all related services offered by Cozmo AI Limited and its affiliates. By accessing or using the Services, you agree to be bound by these Terms.

Effective date

01 January 2025

Last updated

01 Jan 2025

Issued by

CozmoX AI Ltd (Trade Name Cozmo AI)

Applies to

All customers of the Cozmo AI platform and Tideline services

IMPORTANT NOTICE — PLEASE READ CAREFULLY

These Terms of Service (these "Terms") form a binding legal contract between CozmoX AI Ltd, a company organized under the laws of the Abu Dhabi Global Market, together with its subsidiaries and affiliates (collectively, "Cozmo," "we," "us," or "our"), and you, the customer entity that accesses or uses the Services ("Customer," "you," or "your"). These Terms, together with any Statement of Work, Order Form, or other ordering document executed by Customer (each, an "Order"), any schedule, addendum, or side letter delivered with such Order or otherwise incorporated by reference, and the policies referenced herein, together constitute the entire agreement between Cozmo and Customer (the "Agreement").

By clicking "I accept," signing an Order that references these Terms, accessing or using the Services, or otherwise indicating your agreement, you confirm that (a) you have read and understood these Terms, (b) you have the legal authority to bind the Customer entity to the Agreement, and (c) the Customer entity agrees to be bound by these Terms, any Order executed by Customer, and any schedule or addendum delivered with such Order.

If you do not agree to these Terms, do not access or use the Services.

Section 18 (Dispute Resolution; Exclusive Jurisdiction; Class Action Waiver) contains provisions that govern how disputes between you and Cozmo are resolved. By accepting these Terms, you agree to the exclusive jurisdiction of the Courts of the Abu Dhabi Global Market and you waive your right to bring or participate in any class, collective, or representative action. Please read Section 18 carefully.

Sections 12 (Disclaimer of Warranties), 13 (Limitation of Liability), and 14 (Indemnification) contain important limitations on Cozmo's liability to you, exclude certain warranties, and require you to indemnify Cozmo in specified circumstances. Please read these sections carefully.

1. ACCEPTANCE OF TERMS

1.1 Binding agreement.

These Terms, together with (a) any Statement of Work, Order Form, or other ordering document executed by the parties or accepted by Customer that references these Terms (each, an "Order"), (b) any schedule, addendum, side letter, or other supplemental document delivered to Customer with an Order or otherwise executed between the parties (each, a "Schedule"), and (c) any policies referenced herein (including the Acceptable Use Policy in Section 6 and any privacy notices), together constitute the entire agreement between Cozmo and Customer with respect to the Services (the "Agreement"). Any such Schedule is binding on Customer with respect to the Order it accompanies or to which it expressly applies. Customers who do not receive a Schedule are bound only by these Terms, the applicable Order, and the policies referenced herein.

1.2 Authority.

The individual accepting these Terms or signing an Order on behalf of Customer represents and warrants that such individual is authorized to bind Customer to these Terms, any Order, and any Schedule delivered with such Order. If the individual does not have such authority, or if Customer does not agree to these Terms, Customer must not access or use the Services.

1.3 Order of precedence.

In the event of any conflict or inconsistency between or among components of the Agreement, the order of precedence is: (a) any Schedule delivered with or expressly applicable to an Order (with respect to the subject matter expressly addressed in that Schedule); (b) these Terms; (c) any policy referenced herein, including the Acceptable Use Policy; (d) the applicable Order. Notwithstanding the foregoing, a provision in an Order that conflicts with these Terms or a Schedule controls only if (i) the Order expressly identifies the conflicting provision by reference to the specific section of these Terms or the Schedule that it is intended to supersede, and (ii) the Order is signed by an authorized executive of Cozmo. Pre-printed terms on Customer's purchase order or other ordering document are of no force or effect and are expressly rejected by Cozmo.

1.4 Schedules are delivered with Orders.

Cozmo may, in connection with specific Orders or commercial arrangements, deliver one or more Schedules to Customer that supplement or modify the provisions of these Terms with respect to that specific Order or arrangement. A Schedule is binding on Customer only with respect to the Order it accompanies or to which it expressly applies. Schedules are not part of these publicly published Terms and are not generally available at hellocozmo.ai/tos; they are provided to specific customers as part of the contracting process for specific Orders. Customers who do not receive a Schedule with their Order are not bound by any Schedule.

1.5 Updates to these Terms.

Cozmo may modify these Terms from time to time. Cozmo will provide notice of material changes by posting an updated version at hellocozmo.ai/tos or by providing notice to Customer via email or in-Service notification. Material changes become effective thirty (30) days after notice. Non-material changes, including clarifications, typographical corrections, and changes to non-substantive provisions, become effective immediately upon posting. Customer's continued access to or use of the Services after the effective date of any change constitutes Customer's acceptance of the updated Terms. Schedules already delivered with executed Orders remain governed by their own terms and amendment provisions and are not affected by updates to these public Terms.

2. DEFINITIONS

Capitalized terms used in these Terms have the meanings set forth below or as defined elsewhere in this Agreement.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equity interests of such entity.

"Authorized User" means an employee, agent, or contractor of Customer who is authorized by Customer to access and use the Services on Customer's behalf, subject to these Terms.

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the terms of this Agreement, pricing, performance data, technical information, business plans, customer lists, and Cozmo's proprietary technology.

"Credits" means the prepaid units of platform value purchased by Customer under an Order, which may be consumed against the per-outcome rates, per-action rates, or other unit rates set out in the applicable Order or rate card.

"Customer Content" means any content, data, files, materials, recordings, transcripts, images, or other information that Customer or its Authorized Users upload to, submit to, generate through, or otherwise make available via the Services.

"Customer Data" means Customer Content together with any data about Customer's end users or third parties that Customer or its Authorized Users provide to or generate through the Services.

"De-Identified Data" means data that has been de-identified, anonymized, aggregated, or otherwise modified such that it cannot reasonably be used, alone or in combination with other information, to identify Customer, its Authorized Users, its end users, or any other identifiable natural person.

"Documentation" means the user guides, technical documentation, and other materials provided or made available by Cozmo that describe the use and operation of the Services.

"Fees" means the fees payable by Customer for the Services as set forth in an Order, including platform fees, monthly minimum commitments, per-outcome charges, implementation fees, and any other amounts owed under this Agreement.

"Forward Deployed Engineering" means or "FDE" means the integration, configuration, customization, and implementation services provided by Cozmo as set forth in an Order.

"Intellectual Property Rights" means all worldwide intellectual property rights, including patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and all other proprietary rights, whether registered or unregistered, and all applications, renewals, and extensions of any of the foregoing.

"Order" means a Statement of Work, Order Form, or other ordering document signed by the parties or otherwise accepted by Customer that references these Terms and that describes the specific Services purchased by Customer.

"Schedule" means any schedule, addendum, side letter, or supplemental document delivered to Customer with an Order or otherwise executed between the parties that supplements or modifies these Terms with respect to that Order. Schedules are delivered to specific customers as part of the contracting process and are not part of these publicly published Terms.

"Outcome" means a unit of Service consumption defined and priced in an Order, including without limitation a successful first-notice-of-loss call and dispatch, an unsuccessful first-notice-of-loss call, a successful photo damage assessment, a claims correspondence exchange, an accounts-receivable contact, or any other unit of consumption defined in the applicable Order.

"Output" means any content, recommendation, decision, recording, transcript, summary, report, scope of work, draft correspondence, or other material generated by the Services in response to Customer's use of the Services.

"Services" means the Cozmo AI platform, the Tideline product line, and any other software-as-a-service offerings, application programming interfaces, agents, workflows, models, dashboards, integrations, professional services, and related materials provided by Cozmo to Customer under an Order.

"Subprocessor" means any third party engaged by Cozmo to process Customer Data in connection with providing the Services, including cloud infrastructure providers, telephony providers, speech-to-text and text-to-speech providers, and large language model providers.

"Term" means the duration of this Agreement as set forth in Section

15.1.

"Usage Data" means data, telemetry, metrics, logs, statistics, performance information, and other technical or operational information generated by or in connection with the use, performance, operation, or improvement of the Services.

Other terms are defined elsewhere in these Terms and have the meanings given in the section in which they are defined.

3. THE SERVICES

3.1 Provision of the Services.

Subject to Customer's compliance with this Agreement and payment of all Fees when due, Cozmo will provide the Services to Customer during the Term in accordance with the applicable Order. Cozmo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services solely for Customer's internal business purposes and in accordance with the Documentation.

3.2 Updates and modifications.

Cozmo continuously develops and improves the Services. Cozmo may add, modify, deprecate, or remove features, functionality, or components of the Services at any time in its sole discretion, including by adjusting models, prompts, workflows, voices, integrations, or underlying technology. Cozmo will use commercially reasonable efforts to provide reasonable advance notice of material adverse changes that would substantially reduce the functionality of the Services as a whole, but is not obligated to do so for individual features.

3.3 Service availability.

Cozmo will use commercially reasonable efforts to make the Services available, subject to scheduled maintenance, emergency maintenance, third-party service disruptions, and the service level commitments (if any) set out in the applicable Order. Service availability targets in any Order are commitments to use commercially reasonable efforts and do not constitute a guarantee of uninterrupted or error-free operation.

3.4 Beta features.

From time to time, Cozmo may make available beta, alpha, preview, evaluation, or other pre-release features of the Services ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," are not subject to any service level commitments, and may be modified, suspended, or discontinued at any time without notice. Cozmo has no liability arising from or relating to Customer's use of any Beta Feature.

3.5 AI-generated Outputs.

The Services use artificial intelligence and machine learning to generate Outputs, including voice interactions, transcripts, scopes of work, claims correspondence, dispatch decisions, photo assessments, summaries, and recommendations. Customer acknowledges and agrees that (a) Outputs are generated automatically and may contain errors, inaccuracies, omissions, or biases; (b) Customer is solely responsible for reviewing, validating, and acting upon Outputs; (c) Outputs do not constitute professional, legal, financial, medical, insurance, or other regulated advice; and (d) Customer must not rely on Outputs as the sole basis for any decision that has material legal, financial, safety, or regulatory consequences without independent human review.

4. ACCOUNTS, AUTHORIZED USERS, AND CUSTOMER RESPONSIBILITIES

4.1 Eligibility.

The Services are intended for use by businesses and organizations. To use the Services, Customer must be (a) an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, (b) capable of forming a legally binding contract under applicable law, and (c) not located in, organized under the laws of, or controlled by any person or entity that is subject to applicable sanctions or export controls. Individual Authorized Users must be at least eighteen (18) years of age.

4.2 Account registration.

Customer will provide accurate, complete, and current information when registering for the Services and will keep such information up to date. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account, whether or not authorized by Customer.

4.3 Authorized Users.

Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own. Customer will ensure that its Authorized Users comply with this Agreement and will be liable for any breach of this Agreement by an Authorized User. Customer will promptly notify Cozmo of any unauthorized use of an account or any other suspected breach of security.

4.4 Customer cooperation.

Customer acknowledges that the Services require Customer's active cooperation, including timely provision of accurate data, configuration inputs, integrations access, subject-matter expertise, and feedback. Cozmo's ability to perform under this Agreement is contingent on Customer providing such cooperation. Failure by Customer to provide cooperation does not relieve Customer of its payment obligations and does not constitute a failure of Cozmo to deliver the Services.

4.5 Compliance.

Customer is responsible for ensuring that its use of the Services, the Customer Data it provides, and the Outputs it acts upon comply with all laws, regulations, industry standards, and contractual obligations applicable to Customer's business, including without limitation telemarketing, telecommunications, debt collection, privacy, data protection, consumer protection, insurance, and anti-discrimination laws.

4.6 Customer-controlled telephony and integrations.

Where Customer integrates the Services with Customer's own telephony provider, customer relationship management system, dispatch system, payment processor, or other third-party platforms, Customer is responsible for (a) obtaining all necessary rights, consents, and authorizations, (b) the configuration and operation of such third-party platforms, and (c) any fees, costs, or liabilities arising from Customer's use of such third-party platforms.

5. FEES, CREDITS, AND PAYMENT

5.1 Fees.

Customer will pay all cash-payable Fees as set forth in the applicable Order. Fees may include a monthly platform fee or monthly minimum commitment ("MMC"), per-outcome charges, per-action charges, per-minute charges, implementation or Forward Deployed Engineering fees, telephony pass-through costs, and other charges. Unless otherwise expressly stated in an Order, all Fees are stated in United States Dollars. Where an Order, Schedule, or other written instrument from Cozmo specifies that the MMC or any other Fee is being issued to Customer as Granted Credits, design-partner Credits, promotional Credits, or otherwise at no cash cost to Customer, no cash invoice is issued for such Fee for the period covered by the grant, and Cozmo's right to collect that Fee in cash is correspondingly waived for that period. Such grant is subject to the terms of the applicable Schedule governing Granted Credits.

5.2 Credit pool model.

Where an Order provides for a Credit-based model, Customer's MMC, Credit Pack Purchase Price, or other agreed amount allocates Credits to Customer's Credit Pool for the applicable period. Credits are consumed against the per-Outcome rates, per-action rates, or other unit rates set out in the Order. Cozmo will provide Customer with visibility into Credit consumption through the Cozmo dashboard. Credits have no cash value, are non-refundable, and may not be sold, transferred, assigned, or exchanged for cash or other consideration. Where Customer is provided with Credits under an Order, the detailed rules governing the nature, issuance, consumption, expiration, forfeiture, and revocation of those Credits, including any additional terms applicable to Granted Credits, Paid Credits, and Bonus Credits, are set forth in a separate Schedule delivered to Customer with the applicable Order. To the extent of any conflict between this Section 5 and any such Schedule with respect to Credits, the Schedule controls.

5.3 Monthly Credit reset; expiration of unused Credits.

Unless an Order expressly provides otherwise, the Credit pool resets at the start of each calendar month. Any Credits unused at 23:59 UTC on the last day of the calendar month expire and are forfeited. Expired Credits do not carry forward, are not refundable in cash, and are not convertible to account balance. Customer acknowledges that the Credit reset and forfeiture policy is a material part of the bargain that allows Cozmo to offer the pricing in the Order.

5.4 Roll-over upon conversion to annual term.

If Customer converts a pilot engagement into an annual subscription on or before the last day of the third pilot month (or such other date specified in the Order), any unused Credits from the final pilot month may roll over into the first month of the annual term, capped at one (1) month of MMC, and must be consumed within the first two (2) months of the annual term. Any rolled-over Credits not consumed within that window expire.

5.5 Usage above the MMC.

If Customer's consumption exceeds the Credit pool in any billing period, additional usage is billed in arrears at the per-unit rates set out in the Order. There is no automatic suspension at the MMC threshold; the Services continue to operate and Customer is invoiced for the overage.

5.6 Invoicing and payment terms.

Cozmo will invoice Customer monthly for all cash-payable Fees unless otherwise specified in an Order. Platform Fees that are payable in cash (including the MMC where the MMC is issued as Paid Credits) are invoiced in advance for the upcoming billing period. Per-Outcome charges, per-action charges, per-minute charges, and pass-through telephony costs in excess of Customer's Credit Pool are invoiced in arrears for the prior billing period. Where an Order, Schedule, or other written instrument from Cozmo specifies that the MMC or any other Fee is issued as Granted Credits or otherwise at no cash cost to Customer, no invoice is issued for that Fee for the period covered by the grant. Payment of cash-payable Fees is due Net seven (7) business days from the invoice date unless otherwise specified in an Order.

5.7 Accepted payment methods.

Cozmo accepts bank wire transfer, ACH, business check, and credit card. Credit card payments are subject to a three percent (3%) processing surcharge.

5.8 Late payment.

Any amount not paid when due will accrue interest at the lesser of (a) two percent (2%) per month (twenty-four percent (24%) per annum), or (b) the maximum rate permitted by applicable law, in each case compounded monthly from the due date until paid in full. Customer will reimburse Cozmo for all reasonable costs of collection, including attorneys' fees.

5.9 Suspension for non-payment.

If any undisputed amount is more than fifteen (15) days past due, Cozmo may, upon notice, suspend Customer's access to the Services until all past-due amounts are paid in full. Suspension does not relieve Customer of its payment obligations, and Fees continue to accrue during any period of suspension.

5.10 Taxes.

All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, withholding, or excise taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, excluding only Taxes assessed on Cozmo's net income. If Cozmo is required to collect any Taxes for which Customer is responsible, Customer authorizes Cozmo to collect such Taxes.

5.11 No refunds.

Except as expressly set forth in an Order, all Fees paid are non-refundable. No refunds, credits, or pro-rata adjustments will be issued for services rendered, Credits consumed, Credits expired, or any period during which the Services were made available.

5.12 Disputed amounts.

If Customer in good faith disputes any amount on an invoice, Customer must notify Cozmo in writing of the dispute within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. Customer must pay all undisputed amounts when due. The parties will work in good faith to resolve the dispute. If the parties cannot resolve the dispute within thirty (30) days, the dispute may be escalated under Section 18.

5.13 Outcome verification.

An Outcome is deemed delivered and billable when Cozmo's logs or telemetry record the criteria for the Outcome as defined in the applicable Order. Cozmo's logs and telemetry are conclusive evidence of Outcome delivery absent manifest error. If Customer in good faith disputes an Outcome, Customer must do so within thirty (30) days of the invoice date in which the Outcome appears, and must provide a specific reason and any supporting evidence. Cozmo will review the dispute within seven (7) business days and, if Cozmo determines that the Outcome did not meet the criteria, will issue a credit on a subsequent invoice.

6. ACCEPTABLE USE POLICY

Customer will not, and will not permit any Authorized User or third party to:

(a) use the Services in violation of any applicable law, regulation, court order, or third-party rights, including without limitation the Telephone Consumer Protection Act (TCPA), the Fair Debt Collection Practices Act, the CAN-SPAM Act, state telemarketing laws, do-not-call list requirements, the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act, state insurance laws, and consumer protection laws;

(b) use the Services to harass, threaten, defame, or harm any person, or to engage in fraudulent, deceptive, or misleading practices;

(c) use the Services to transmit, store, or generate content that is unlawful, infringing, defamatory, obscene, hateful, or that contains child sexual abuse material, terrorist content, or content that incites violence;

(d) use the Services to transmit malware, viruses, worms, ransomware, or any other malicious code;

(e) circumvent, disable, or interfere with security-related features of the Services or attempt to gain unauthorized access to the Services, accounts, or systems of Cozmo or any third party;

(f) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, weights, prompts, or underlying algorithms of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(g) use the Services to develop, train, or improve a competing product or service, or to benchmark the Services for the purpose of publication, marketing, or sale to a competitor;

(h) use the Services to scrape, harvest, or collect information about other Cozmo customers, end users, or third parties;

(i) exceed the rate limits, quotas, or capacity restrictions of the Services, or generate artificial, automated, or synthetic load on the Services for the purpose of inflating Outcome counts, manipulating billing, gaming the credit system, or otherwise circumventing the intended use of the Services;

(j) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Services;

(k) use the Services in any manner inconsistent with the Documentation or any other instructions provided by Cozmo;

(l) use the Services to make decisions that have legal or similarly significant effects on natural persons without appropriate human review and oversight; or

(m) use the Services in connection with any activity that creates a risk of death, personal injury, severe environmental damage, or other catastrophic harm, including critical infrastructure operation, medical diagnosis or treatment, or autonomous vehicle control.

6.2 Enforcement.

Cozmo reserves the right to investigate suspected violations of this Acceptable Use Policy. If Cozmo determines, in its sole reasonable discretion, that Customer or an Authorized User has violated this Acceptable Use Policy, Cozmo may, without prior notice and without liability, suspend or terminate Customer's access to all or part of the Services, remove or restrict access to specific Customer Content, and pursue any other remedies available under this Agreement, at law, or in equity. Cozmo will use reasonable efforts to provide notice of suspension or termination where doing so does not prejudice Cozmo's interests or any investigation.

7. CUSTOMER DATA, DATA RIGHTS, AND PRIVACY

7.1 Customer ownership of Customer Data.

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Cozmo does not claim ownership of Customer Data.

7.2 License grant to Cozmo.

Customer grants to Cozmo and its Affiliates and Subprocessors a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to access, host, copy, store, transmit, process, analyze, display, modify, create derivative works of, and otherwise use Customer Data and Usage Data for the following purposes:

(a) to operate, maintain, deliver, and provide the Services to Customer;

(b) to develop, enhance, refine, evaluate, test, modify, improve, and otherwise evolve the Services and Cozmo's underlying platform, technology, products, methodologies, models, agents, workflows, orchestration logic, voices, and offerings, and to develop new products, services, features, and capabilities;

(c) to create, derive, and produce De-Identified Data, aggregated statistics, insights, benchmarks, and analytics;

(d) to use, retain, modify, distribute, publish, create derivative works of, commercialize, and otherwise exploit such De-Identified Data and Usage Data for any lawful business purpose, including without limitation research, analytics, benchmarking, quality assurance, product development, marketing of aggregated metrics, and the continuous development and evolution of Cozmo's technology and offerings;

(e) to detect, investigate, and prevent fraud, abuse, security incidents, and violations of this Agreement or applicable law;

(f) to comply with applicable law, lawful regulatory requests, court orders, and legal process; and

(g) to perform any other activity that is reasonably necessary or incidental to the foregoing.

7.3 Survival of De-Identified Data rights.

The rights granted to Cozmo with respect to De-Identified Data, aggregated statistics, insights, benchmarks, analytics, and Usage Data, including the right to use, retain, modify, distribute, and exploit such data, survive termination or expiration of this Agreement indefinitely. Customer acknowledges that De-Identified Data is not Customer Data and is not subject to the deletion obligations of Section 15.5.

7.4 Customer representations regarding Customer Data.

Customer represents and warrants that (a) Customer has all rights, consents, licenses, and authorizations necessary to provide Customer Data to Cozmo and to grant the licenses set forth in this Section 7, (b) Customer Data does not violate any law or any third party's Intellectual Property Rights, privacy rights, publicity rights, or other rights, (c) Customer has provided all notices and obtained all consents required under applicable privacy and data protection laws for Cozmo to process Customer Data as contemplated by this Agreement, and (d) Customer will not provide to Cozmo any Customer Data that includes special categories of data, protected health information, payment card data, government-issued identifiers, or other sensitive data except as expressly permitted in an Order.

7.5 Subprocessors.

Customer acknowledges and agrees that Cozmo uses Subprocessors to deliver the Services, including cloud infrastructure providers, telephony providers, speech-to-text and text-to-speech model providers, large language model providers, and other third-party service providers. Cozmo remains responsible to Customer for the performance of its Subprocessors under this Agreement. A current list of material Subprocessors is available from Cozmo on request.

7.6 Data security.

Cozmo will implement and maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with applicable industry standards. Customer acknowledges that no security measures can guarantee absolute security and that Customer assumes all risk associated with the transmission of Customer Data over the internet and other public networks.

7.7 Data retention.

Customer Data is retained for the period specified in the applicable Order or, if no period is specified, for ninety (90) days from the date of capture. After termination or expiration of the Agreement, Customer Data is deleted from production systems within thirty (30) days, and from backup systems within ninety (90) days as part of standard backup rotation, subject to Cozmo's right to retain (i) De-Identified Data and Usage Data as set forth in Section 7.3, and (ii) Customer Data as required by applicable law, regulatory request, or to enforce its rights under this Agreement.

7.8 Customer access controls.

Customer is responsible for configuring access controls, user permissions, retention policies, and other data governance settings within the Services in a manner appropriate to Customer's regulatory and risk environment. Cozmo's default configurations are starting points; Customer is responsible for adjusting them to meet Customer's specific requirements.

7.9 Government and law-enforcement requests.

If Cozmo receives a subpoena, court order, regulatory demand, or other lawful process requesting disclosure of Customer Data, Cozmo will, where legally permitted, provide Customer with reasonable notice to allow Customer to seek a protective order or other appropriate remedy. If Cozmo is not legally permitted to provide notice, Cozmo will comply with the request and will not be liable to Customer for such compliance.

8. CONFIDENTIALITY

8.1 Obligations.

Each party will (a) use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, (b) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care, and (c) not disclose the other party's Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 8.

8.2 Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate (a) was rightfully in its possession without restriction prior to disclosure by the Disclosing Party, (b) is or becomes publicly available through no fault of the Receiving Party, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

8.3 Compelled disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

8.4 Confidentiality of Commercial Terms.

The commercial terms of any Order, addendum, side letter, or other agreement between Cozmo and Customer, including without limitation pricing, rate cards, per-Outcome rates, Monthly Minimum Commitment amounts, Forward Deployed Engineering fees, Annual Order Value, Total Contract Value, Credit Pack Purchase Price, Granted Credit amounts (if any), discounts, design-partner terms, promotional terms, the existence and content of any addendum or side letter, and any other amounts, percentages, or financial terms agreed between the parties (collectively, the "Commercial Terms"), constitute Confidential Information of Cozmo. Customer will not disclose the Commercial Terms to any third party, including without limitation Cozmo's competitors, Cozmo's other customers, press, analysts, industry publications, or any public forum (such as social media, blogs, podcasts, presentations, sales materials, or pitch decks), except (a) to Customer's officers, directors, employees, contractors, and professional advisors with a need to know and bound by confidentiality, (b) to Customer's existing and prospective investors, lenders, acquirers, and advisors in a bona fide financing or M&A transaction, (c) as required by law (with prompt notice to Cozmo), or (d) with Cozmo's prior written consent.

8.5 Survival.

Each party's confidentiality obligations under this Section 8 survive termination of this Agreement for three (3) years, except that obligations with respect to trade secrets and Commercial Terms survive for so long as such information remains confidential.

9. INTELLECTUAL PROPERTY

9.1 Cozmo IP.

As between the parties, Cozmo and its licensors own all right, title, and interest in and to the Services and all components thereof, including all software, algorithms, models, weights, prompts, workflows, voices, dashboards, documentation, methodologies, know-how, and all Intellectual Property Rights therein and thereto (collectively, "Cozmo IP"). Except for the limited rights expressly granted in Section 3.1, no rights in Cozmo IP are granted to Customer.

9.2 Customer IP.

As between the parties, Customer retains all right, title, and interest in and to its brand, trademarks, business processes, content, and other materials that Customer provides to Cozmo (collectively, "Customer IP"). Customer grants Cozmo a limited, non-exclusive, royalty-free, worldwide license to use Customer IP solely to provide the Services during the Term.

9.3 Feedback.

If Customer provides Cozmo with any suggestions, comments, ideas, improvements, or other feedback regarding the Services ("Feedback"), Customer hereby grants Cozmo a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, distribute, and exploit such Feedback for any purpose, without any obligation or compensation to Customer. Customer represents and warrants that it has the right to grant such license.

9.4 Outputs.

Subject to Customer's compliance with this Agreement and payment of all Fees, Customer owns the Outputs generated by Customer through Customer's use of the Services, except that Cozmo retains all right, title, and interest in and to the underlying Cozmo IP used to generate such Outputs. Customer acknowledges that Outputs may be similar to or substantially the same as outputs generated for other Cozmo customers based on similar inputs, and Customer waives any claim of exclusivity or originality with respect to Outputs.

9.5 Reservation of rights.

All rights not expressly granted by a party in this Agreement are reserved. No license is granted by implication, estoppel, or otherwise.

10. THIRD-PARTY SERVICES

The Services may integrate with, link to, or otherwise interoperate with third-party products, services, applications, websites, or content (collectively, "Third-Party Services"), including without limitation customer relationship management systems, telephony providers, payment processors, large language model providers, and analytics providers. Cozmo does not endorse, control, or assume responsibility for any Third-Party Services, and Customer's use of Third-Party Services is subject to the terms and conditions of the applicable Third-Party Service provider. Customer is responsible for any fees, costs, or liabilities arising from Customer's use of Third-Party Services. Cozmo is not liable for any failure, error, defect, downtime, security incident, or other issue arising from or relating to any Third-Party Service.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual.

Each party represents and warrants to the other that (a) it has the legal power and authority to enter into this Agreement, (b) the execution and performance of this Agreement do not conflict with any other agreement to which it is a party, and (c) it will comply with all laws applicable to its performance under this Agreement.

11.2 Customer.

Customer represents and warrants that (a) Customer has all rights, consents, and authorizations necessary to use the Services as contemplated by this Agreement, including with respect to Customer Data and end users, (b) Customer will use the Services only for lawful business purposes, and (c) Customer will not use the Services in any manner that violates this Agreement, the Acceptable Use Policy, or applicable law.

12. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE LIMITED REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES, OUTPUTS, AND ALL OTHER MATERIALS PROVIDED BY COZMO ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

COZMO AND ITS AFFILIATES, LICENSORS, AND SUBPROCESSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COZMO DOES NOT WARRANT OR REPRESENT THAT (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, FREE FROM ERRORS OR DEFECTS, OR FREE FROM HARMFUL COMPONENTS; (C) ANY ERRORS WILL BE CORRECTED; (D) THE OUTPUTS GENERATED BY THE SERVICES WILL BE ACCURATE, RELIABLE, OR FREE FROM BIAS; (E) ANY OUTCOME OR FINANCIAL, BUSINESS, OPERATIONAL, OR REGULATORY RESULT WILL BE ACHIEVED THROUGH CUSTOMER'S USE OF THE SERVICES; OR (F) THE SERVICES WILL DETECT ALL FRAUD, FAILURES, ABUSE, OR REGULATORY VIOLATIONS.

OUTPUTS ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING SYSTEMS AND MAY CONTAIN ERRORS, INACCURACIES, FABRICATIONS, OR HALLUCINATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS BEFORE RELYING ON OR ACTING UPON THEM. OUTPUTS DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, INSURANCE, MEDICAL, OR REGULATORY ADVICE, AND MUST NOT BE TREATED AS SUCH.

CUSTOMER ASSUMES ALL RISK ARISING FROM CUSTOMER'S USE OF THE SERVICES AND CUSTOMER'S RELIANCE ON OUTPUTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH JURISDICTIONS, COZMO'S WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

13.1 Exclusion of certain damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COZMO, ITS AFFILIATES, OR ITS LICENSORS, SUBPROCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR USE; ANY COST OF SUBSTITUTE SERVICES; ANY DAMAGE TO REPUTATION; OR ANY DAMAGES ARISING FROM BUSINESS INTERRUPTION, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE OUTPUTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER OR NOT COZMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Cap on direct damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COZMO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE OUTPUTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COZMO UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS UNDER THIS AGREEMENT WILL NOT EXPAND THIS LIMIT.

13.3 Basis of the bargain.

Customer acknowledges that the limitations and exclusions of liability in this Section 13 are an essential part of the bargain between the parties, that the Fees charged for the Services reflect these limitations and exclusions, that Cozmo would not have entered into this Agreement without these limitations and exclusions, and that these limitations and exclusions will apply notwithstanding the failure of any limited remedy of its essential purpose.

13.4 Independent operation.

The limitations and exclusions in this Section 13 apply to all claims and theories of liability arising out of or relating to this Agreement, whether brought as a single claim or multiple claims, whether brought against Cozmo or its Affiliates, licensors, Subprocessors, officers, directors, employees, or agents.

13.5 Carve-outs.

The limitations and exclusions in this Section 13 do not apply to (a) Customer's payment obligations under Section 5, (b) Customer's indemnification obligations under Section 14, (c) Customer's breach of Sections 6 (Acceptable Use Policy), 8 (Confidentiality), or 9 (Intellectual Property), or (d) liability that cannot be limited or excluded under applicable law.

13.6 Statutory limitations.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions or limitations may not apply to Customer. In such jurisdictions, Cozmo's liability is limited to the maximum extent permitted by applicable law.

14. INDEMNIFICATION

14.1 Indemnification by Customer.

Customer will defend, indemnify, and hold harmless Cozmo and its Affiliates, and their respective officers, directors, employees, agents, licensors, and Subprocessors (collectively, the "Cozmo Indemnified Parties") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Customer's or any Authorized User's use of the Services;

(b) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party;

(c) Customer's or any Authorized User's breach of this Agreement, including the Acceptable Use Policy;

(d) Customer's or any Authorized User's violation of any law, regulation, or third-party right;

(e) Customer's reliance on, decision based on, communication of, or other action taken in response to, any Output;

(f) any claim brought by an end user, customer, employee, contractor, or other person with whom Customer interacts using the Services, including any claim under the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, state consumer protection laws, state insurance laws, or any similar law; and

(g) any combination, modification, or use of the Services by Customer with materials, services, products, or data not provided or authorized by Cozmo.

14.2 Indemnification by Cozmo (limited).

Cozmo will defend Customer from and against any third-party claim alleging that the Services, as provided by Cozmo and used by Customer in accordance with this Agreement, infringe a valid United States patent or copyright issued or registered as of the Effective Date (an "IP Claim"), and will pay any amounts finally awarded against Customer by a court of competent jurisdiction or agreed in settlement, provided that Customer (a) gives Cozmo prompt written notice of the IP Claim, (b) gives Cozmo sole control of the defense and settlement of the IP Claim, and (c) provides Cozmo with all reasonable cooperation in the defense of the IP Claim at Cozmo's expense.

14.3 Cozmo indemnification exclusions.

Cozmo has no obligation under Section 14.2 to the extent an IP Claim arises out of or relates to (a) Customer Data, (b) Customer's modification of the Services, (c) Customer's combination of the Services with any product, service, software, hardware, or data not provided or authorized by Cozmo, (d) Customer's use of the Services in violation of this Agreement, (e) Customer's continued use of the Services after Cozmo has notified Customer to discontinue use, (f) any feature or modification of the Services made at Customer's request, or (g) any Beta Feature.

14.4 Cozmo remedies.

If the Services are, or in Cozmo's reasonable opinion are likely to be, the subject of an IP Claim, Cozmo may, at its option and expense, (a) procure for Customer the right to continue using the affected Services, (b) modify the affected Services so they no longer infringe while remaining substantially functional, (c) replace the affected Services with non-infringing services that are substantially functional, or (d) terminate the affected Services and refund a pro-rated portion of any pre-paid Fees for the unused portion of the Term. The remedies in this Section 14 constitute Customer's sole and exclusive remedy, and Cozmo's entire liability, for any IP Claim.

14.5 Procedures.

The indemnifying party will have sole control of the defense and settlement of any indemnified claim, provided that the indemnifying party will not settle any claim in a manner that admits liability of the indemnified party, imposes any non-monetary obligation on the indemnified party, or impairs any of the indemnified party's rights, without the indemnified party's prior written consent. The indemnified party may participate in the defense at its own expense with counsel of its choosing.

15. TERM, RENEWAL, AND TERMINATION

15.1 Term.

This Agreement is effective on the Effective Date (as defined in the applicable Order or, if not specified, the date Customer first accepts these Terms) and continues for the term specified in the applicable Order (the "Commitment Term"). If no Commitment Term is specified, this Agreement continues until terminated in accordance with this Section 15.

15.2 Renewal.

Unless either party gives written notice of non-renewal at least sixty (60) days prior to the end of the Commitment Term or any then-current Renewal Term, the applicable Order will automatically renew for successive twelve (12) month terms (each, a "Renewal Term") on the then-current Published Rates, which may be higher than the rates in effect during the prior term. The annual rate increase will not exceed the greater of (a) the change in the U.S. Consumer Price Index (CPI-U) over the prior twelve months and (b) five percent (5%) of the then-current rates, unless Cozmo provides at least ninety (90) days' prior notice of a larger increase, in which case Customer may elect not to renew. Renewal Terms are subject to the same provisions of these Terms and any incorporated Schedule, including the non-cancellable nature of the Commitment Term.

15.3 No termination for convenience during Commitment Term.

Notwithstanding any other provision of these Terms, Customer may not terminate this Agreement or any Order for convenience during the Commitment Term or any Renewal Term where the applicable Order or any Schedule delivered with such Order establishes a non-cancellable Commitment Term. Where no such non-cancellable Commitment Term is established, Customer may terminate this Agreement for convenience upon thirty (30) days' written notice to Cozmo, in which case Customer remains liable for all Fees accrued through the termination date and no pro-rated refunds will be issued.

15.4 Termination for cause.

Either party may terminate this Agreement or any Order for cause if the other party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver or trustee appointed for its assets.

15.5 Termination by Cozmo for AUP violations and non-payment.

Cozmo may suspend or terminate this Agreement or any Order immediately upon notice (a) if Customer violates the Acceptable Use Policy set forth in Section 6 or applicable law, (b) if any undisputed amount owed by Customer to Cozmo is more than thirty (30) days past due, (c) if Cozmo reasonably determines that Customer's use of the Services creates a security, regulatory, or reputational risk to Cozmo, its Subprocessors, or its other customers, (d) if Customer materially breaches the Design Partner Obligations set forth in Section 32 (in which case Cozmo's remedies are as set forth in Section 32.3), or (e) if required by law or governmental authority.

15.6 Effect of termination.

Upon termination or expiration of this Agreement, (a) Customer's right to access and use the Services ceases immediately, (b) all outstanding Fees become immediately due and payable, (c) Customer Data will be deleted or returned in accordance with Section 7.7, subject to Cozmo's right to retain De-Identified Data and Usage Data, (d) any unused Granted Credits are automatically revoked, (e) any unused Paid Credits are forfeited without refund, and (f) any rights and obligations of the parties that by their nature should survive termination will survive, including Sections 5 (Fees), 7.2 through 7.3 (data rights and survival),

7.4 (Customer representations), 7.9 (Government requests), 8 (Confidentiality), 9 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15.6 (Effect of Termination), 17 (Governing Law), 18 (Dispute Resolution), 19 (Time Limitation on Claims), 28 through 32 (operational and protective sections), and 20 through 27 and 33 (Miscellaneous).

15.7 No liability for termination.

Termination of this Agreement in accordance with its terms does not give rise to any liability of either party to the other for the act of termination, including any liability for loss of business, prospective profits, or anticipated business.

16. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, fires, floods, earthquakes, war, terrorism, riots, civil disturbances, government actions, epidemics or pandemics, labor strikes, internet or telecommunications failures, third-party service failures (including failures of Subprocessors, telephony providers, cloud infrastructure providers, or large language model providers), and outages or failures of any artificial intelligence or machine learning models on which the Services rely. The affected party will promptly notify the other party of the event and use commercially reasonable efforts to resume performance.

17. GOVERNING LAW

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties (whether sounding in contract, tort, statute, equity, or otherwise), are governed by and construed in accordance with the laws of the Abu Dhabi Global Market ("ADGM"), without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. DISPUTE RESOLUTION; EXCLUSIVE JURISDICTION; CLASS ACTION WAIVER

Please read this Section 18 carefully. It affects how disputes between Customer and Cozmo are resolved. It establishes the exclusive jurisdiction of the courts of the Abu Dhabi Global Market and waives Customer's right to participate in any class, collective, or representative action.

18.1 Informal dispute resolution.

Before initiating any formal proceeding, the party with the dispute (the "Initiating Party") will provide the other party with written notice of the dispute (a "Dispute Notice") that describes the nature of the dispute, the relief sought, and the contact information for the Initiating Party. The parties will then attempt in good faith to resolve the dispute through informal discussion for a period of thirty (30) days from the date of the Dispute Notice. Only after the conclusion of this thirty-day period may the Initiating Party initiate proceedings under Section 18.2.

18.2 Exclusive jurisdiction of ADGM Courts.

EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE ABU DHABI GLOBAL MARKET (THE "ADGM COURTS") FOR THE RESOLUTION OF ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES. EACH PARTY WAIVES ANY OBJECTION TO THE VENUE OF THE ADGM COURTS, INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON FORUM NON CONVENIENS, INCONVENIENT FORUM, OR LACK OF PERSONAL JURISDICTION.

18.3 Waiver of other forums.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO COMMENCE OR MAINTAIN ANY ACTION, PROCEEDING, OR CLAIM RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES IN ANY FORUM OTHER THAN THE ADGM COURTS, INCLUDING WITHOUT LIMITATION ANY COURT, TRIBUNAL, ARBITRAL FORUM, OR ADMINISTRATIVE BODY IN ANY OTHER JURISDICTION. CUSTOMER ACKNOWLEDGES THAT THIS EXCLUSIVE JURISDICTION CLAUSE IS A MATERIAL PART OF THE BARGAIN AND THAT COZMO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THIS PROVISION.

18.4 Class action waiver.

CUSTOMER AND COZMO AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. CUSTOMER AND COZMO EXPRESSLY WAIVE ANY RIGHT TO (A) BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, (B) HAVE A DISPUTE HEARD AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF ANY OTHER PERSON, OR (C) JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON.

18.5 Equitable relief.

Notwithstanding any other provision, either party may apply to the ADGM Courts for, and the ADGM Courts may grant, any interim, provisional, injunctive, or equitable relief necessary to protect the rights or property of such party, including without limitation to enforce intellectual property rights, to enforce confidentiality obligations, to prevent unauthorized use or disclosure of Confidential Information, or to collect amounts owed by Customer to Cozmo. The application for or grant of such equitable relief does not constitute a waiver of any provision of this Section 18.

18.6 Service of process.

Each party consents to service of process in any proceeding before the ADGM Courts by registered or certified mail, courier, or email to the notice address set forth in Section 21, in addition to any other manner permitted by ADGM law. Customer expressly waives any requirement of personal service or service through diplomatic channels.

18.7 Customer acknowledgment of forum choice.

Customer expressly acknowledges and agrees that (a) Customer has been informed of and understands the consequences of submitting to the exclusive jurisdiction of the ADGM Courts, including the practical effect of selecting a non-United States forum, (b) Customer has had the opportunity to consult with legal counsel of Customer's choosing regarding this Section 18, (c) Customer freely and knowingly accepts this Section 18, and (d) the exclusive jurisdiction of the ADGM Courts is a material part of the bargain and is reasonable, given Cozmo's incorporation in the Abu Dhabi Global Market and the international nature of the Services.

18.8 Survival.

This Section 18 survives termination or expiration of this Agreement.

19. TIME LIMITATION ON CLAIMS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT PERIOD, THE CLAIM IS PERMANENTLY BARRED.

20. EXPORT CONTROL AND SANCTIONS

The Services may be subject to United States and other applicable export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury Office of Foreign Assets Control, and the U.S. Department of State. Customer represents, warrants, and covenants that Customer (a) is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, (b) is not a person or entity identified on any U.S. government list of restricted parties, (c) will not export, re-export, or transfer the Services or any related technology in violation of applicable export control or sanctions laws, and (d) will not use the Services in connection with any activity prohibited by U.S. export control or sanctions laws.

21. NOTICES

Notices to Cozmo under this Agreement must be in writing and sent to founders@hellocozmo.ai with a copy to legal@hellocozmo.ai. Notices to Customer will be sent to the email address Customer provides in the applicable Order or in Customer's account profile. Notices are deemed delivered upon transmission, provided no bounce or delivery failure notice is received. Either party may update its notice address by written notice to the other party.

22. ASSIGNMENT

Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without Cozmo's prior written consent. Any attempted assignment in violation of this Section 22 is void. Cozmo may assign this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Cozmo's assets to which this Agreement relates. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

23. RELATIONSHIP OF THE PARTIES; NO THIRD-PARTY BENEFICIARIES

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf. Except for the Cozmo Indemnified Parties, this Agreement does not create any third-party beneficiary rights in any person.

24. SEVERABILITY, WAIVER, HEADINGS

24.1 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' intent.

24.2 Waiver.

No waiver of any provision of this Agreement, or any failure or delay by a party in exercising any right or remedy under this Agreement, will operate as a waiver of any other provision or as a waiver of any future right or remedy. Any waiver must be in writing and signed by the waiving party.

24.3 Headings.

Section headings in this Agreement are for convenience only and do not affect the interpretation of any provision.

25. ENTIRE AGREEMENT

These Terms, together with any Schedule delivered to Customer with an Order, all Orders executed by Customer, and all policies expressly incorporated by reference (collectively, the "Agreement"), constitute the entire agreement between the parties with respect to its subject matter and supersede all prior and contemporaneous agreements, proposals, understandings, communications, and representations, whether written or oral, with respect to such subject matter. Any pre-printed terms on Customer's purchase order or other ordering document are of no force or effect and are expressly rejected by Cozmo.

26. ELECTRONIC ACCEPTANCE AND COUNTERPARTS

The parties consent to the use of electronic signatures and electronic records to evidence acceptance of this Agreement and any Order. An Order or amendment may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Electronic or scanned copies of signatures have the same force and effect as original signatures.

28. SERVICE DESCRIPTION AND OUTCOME VERIFICATION

28.1 Services delivered as described; Outcome categorization at Cozmo's reasonable judgment.

The Services are delivered as described in the applicable Order and in Cozmo's then-current Service documentation. Cozmo determines, in its sole reasonable judgment, what constitutes a successful Outcome, an unsuccessful Outcome, and a chargeable action under the applicable Order. The Services may include, depending on the configuration purchased by Customer, voice agents (inbound and outbound voice call handling, transcription, IVR, quality assurance), vision agents (video analysis, image recognition, document processing, OCR, visual decision-making), workflow agents (autonomous decision-making, API and database integration, automated action execution, audit logging), and hybrid multimodal agents combining the foregoing. Operational definitions of Outcomes (which may include, depending on the Services configured for Customer, voice agent calls and dispositions, vision-based assessments, claims correspondence exchanges, customer service interactions, A/R contacts, lead qualifications, automated workflow executions, and any other consumption units defined by Cozmo) are set forth in the applicable Order or in Cozmo's then-current Service documentation and may be updated by Cozmo from time to time on reasonable notice.

28.2 No service level guarantee.

Cozmo provides the Services on a commercially reasonable basis. Cozmo makes no representation, warranty, or guarantee regarding (a) any specific uptime, availability, latency, or response time of the Services; (b) any specific accuracy, completeness, or quality of any Output; (c) any specific number of Outcomes that will be delivered in any period; (d) the absence of errors, defects, or interruptions in the Services; or (e) the suitability of the Services or any Output for any particular use, purpose, or industry. The warranty disclaimers in Section 12 apply in full to all Services and Outputs delivered under any Order.

28.3 Outputs are recommendations and tools, not advice.

All Outputs generated by the Services, including without limitation Outcome dispositions, scope-of-work documents, claims correspondence drafts, photo damage assessments, A/R contact summaries, and any other content produced by the Services, are recommendations and tools for Customer's use. Outputs are not professional, legal, regulatory, financial, medical, insurance, or other expert advice. Customer is solely responsible for reviewing, validating, modifying, and approving any Output before using, sending, transmitting, publishing, or relying on it.

28.4 Customer's obligation to review.

Customer acknowledges and agrees that (a) AI-generated Output may contain errors, hallucinations, omissions, factually incorrect statements, biased content, or content unsuitable for Customer's intended use; (b) Customer is solely responsible for independently reviewing each Output for accuracy, appropriateness, regulatory compliance, and business suitability before any action is taken based on the Output; (c) Customer's failure to review any Output, or Customer's election to act on any Output without review, does not give rise to any claim against Cozmo; and (d) Cozmo has no liability arising from any error, omission, inaccuracy, bias, or unsuitability in any Output, subject only to the express remedies in the applicable Order and in Section 13.

28.5 Cozmo's records are conclusive.

Cozmo's logs, telemetry, dashboard records, billing systems, and other internal records are conclusive evidence of Service delivery, Outcome categorization, Credit consumption, and chargeable activity, absent manifest error. Customer's sole remedy in the event of a good-faith dispute regarding Service delivery or Credit consumption is to provide Cozmo with written notice and supporting documentation within thirty (30) days of the disputed item, after which the item is conclusively deemed accepted by Customer.

28.6 Service modifications.

Cozmo may from time to time modify, update, enhance, or replace the Services, including without limitation: changing or expanding Outcome categories; updating the operational definitions of Outcomes; modifying Output formats; adding, removing, replacing, or substituting AI models or model providers; modifying integrations with third-party platforms; updating the published rate card; and changing the user interface or dashboard. Cozmo will provide reasonable notice of material changes. Customer's continued use of the Services after any modification constitutes acceptance of the modified Services.

29. CUSTOMER COMPLIANCE AND SPECIFIC REGULATORY OBLIGATIONS

29.1 Customer representations and warranties.

Customer represents, warrants, and covenants to Cozmo that, on the effective date of each Order and throughout the term of each Order:

(a) Customer is duly organized, validly existing, and in good standing in the jurisdiction of its organization, and has full corporate power and authority to enter into and perform under the Order;

(b) the individual signing the Order, this Agreement, and any related document on Customer's behalf has full authority to bind Customer;

(c) Customer's use of the Services and Outputs complies with all applicable laws, regulations, licensing requirements, industry standards, and consumer protection rules in every jurisdiction in which Customer operates or causes the Services to be used;

(d) Customer holds all necessary licenses, permits, registrations, certifications, and authorizations to operate its business and to use the Services for Customer's intended purposes;

(e) Customer's use of the Services does not violate any third-party rights, including without limitation intellectual property rights, privacy rights, publicity rights, or contractual obligations;

(f) all data, content, recordings, transcripts, images, and other information provided to Cozmo by Customer, or processed by the Services on Customer's behalf, has been lawfully obtained by Customer, and Customer has all necessary rights, consents, authorizations, and notices to provide such information to Cozmo and to permit Cozmo's processing of such information; and

(g) Customer has obtained all necessary consents from end customers, employees, and other individuals whose personal information will be processed through the Services, including without limitation any consents required under applicable law for AI-generated communications, automated outbound calling, two-party call recording, biometric processing, automated decision-making, or transfer of personal information to Cozmo and its Subprocessors.

29.2 Specific regulatory compliance.

Without limiting the generality of Section 29.1, Customer is solely responsible for its compliance with the following laws, regulations, and frameworks, to the extent applicable to Customer's business and Customer's use of the Services:

(a) the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, the Telemarketing Sales Rule, state telemarketing and autodialer laws, do-not-call registries, and similar laws governing outbound voice, SMS, email, and automated communications;

(b) the Fair Debt Collection Practices Act ("FDCPA"), the Fair Credit Reporting Act ("FCRA"), Regulation F of the Consumer Financial Protection Bureau, and state debt collection, consumer credit, and unfair debt practice laws;

(c) two-party call recording laws and consent requirements in all applicable jurisdictions, including without limitation California, Florida, Illinois, Massachusetts, Pennsylvania, and Washington;

(d) the Health Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH"), where applicable;

(e) the Gramm-Leach-Bliley Act ("GLBA"), the Bank Secrecy Act, and similar financial privacy, anti-money-laundering, and know-your-customer laws, where applicable;

(f) data protection and privacy laws, including without limitation the General Data Protection Regulation ("GDPR") (EU), the UK General Data Protection Regulation ("UK GDPR"), the California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA"), the Brazil Lei Geral de Proteção de Dados ("LGPD"), the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA"), the South African Protection of Personal Information Act ("POPIA"), the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021), the Australian Privacy Act, and other applicable data protection or privacy laws of the jurisdictions in which Customer operates or processes personal data;

(g) state insurance, restoration contractor, public adjuster, real estate, lending, debt collection, and similar industry licensing and regulatory requirements;

(h) anti-discrimination laws, including without limitation Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Housing Act, and similar federal, state, and local laws;

(i) biometric privacy laws, including without limitation the Illinois Biometric Information Privacy Act ("BIPA"); and

(j) anti-bribery, anti-corruption, anti-money-laundering, and sanctions laws, including without limitation the U.S. Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act, and OFAC sanctions.

29.3 Cozmo is a technology provider.

CUSTOMER ACKNOWLEDGES AND AGREES THAT COZMO IS A PROVIDER OF TECHNOLOGY AND ARTIFICIAL INTELLIGENCE SERVICES, NOT A REGULATED ENTITY IN ANY INDUSTRY REFERENCED IN SECTION 29.2, AND NOT A LAW FIRM, ACCOUNTING FIRM, INSURANCE COMPANY, PUBLIC ADJUSTER, DEBT COLLECTOR, HEALTHCARE PROVIDER, OR FINANCIAL INSTITUTION. COZMO DOES NOT, BY PROVIDING THE SERVICES, BECOME RESPONSIBLE FOR CUSTOMER'S COMPLIANCE WITH INDUSTRY-SPECIFIC LAWS, REGULATORY OBLIGATIONS, LICENSING REQUIREMENTS, OR THIRD-PARTY CONTRACTUAL OBLIGATIONS. CUSTOMER'S SELECTION, CONFIGURATION, DEPLOYMENT, AND OPERATIONAL USE OF THE SERVICES, AND CUSTOMER'S USE OF ANY OUTPUT, IS AT CUSTOMER'S SOLE RISK AND RESPONSIBILITY.

29.4 Customer indemnification for regulatory matters.

Without limiting Section 14, Customer indemnifies, defends, and holds harmless Cozmo, its officers, directors, employees, contractors, agents, and Subprocessors from and against any and all third-party claims, demands, actions, proceedings, fines, penalties, judgments, settlements, damages, losses, costs, and expenses (including reasonable attorneys' fees and the cost of any regulatory inquiry or investigation) arising out of or relating to:

(a) Customer's breach of any representation, warranty, or covenant in this Section 29;

(b) Customer's failure to comply with any applicable law, regulation, licensing requirement, or industry standard;

(c) any communication, action, decision, transmission, or omission made by Customer or made on Customer's behalf based on or in connection with any Output;

(d) any third-party claim relating to Customer's data, content, recordings, or information processed through the Services;

(e) Customer's failure to obtain any necessary consent from end customers, employees, or other individuals;

(f) any regulatory inquiry, investigation, audit, enforcement action, or proceeding arising from Customer's use of the Services or any Output;

(g) any claim that Customer's use of the Services constituted the unauthorized practice of law, public adjusting, debt collection, insurance, healthcare, or other regulated activity; and

(h) any claim by an end customer, employee, or other individual arising from a communication, recording, decision, or action involving the Services.

30. AUDIT, VERIFICATION, AND SUSPENSION

30.1 Audit rights.

Cozmo may, upon reasonable prior notice (or, in cases of suspected fraud, abuse, regulatory risk, or material breach, immediately and without prior notice), audit Customer's compliance with this Agreement, the Acceptable Use Policy, and any applicable Order. Such audit may include review of Customer's usage of the Services, Customer's downstream use of Outputs, Customer's compliance with Design Partner Obligations under Section 32, Customer's compliance with Section 29, and Customer's compliance with Sections 8 (Confidentiality) and 31 (Anti-circumvention). Customer will reasonably cooperate with any such audit, including by providing requested logs, records, communications, system access, and other information.

30.2 Allocation of audit costs.

The costs of any audit are borne by Cozmo, except that if the audit reveals any material breach by Customer of the Acceptable Use Policy, this Agreement, or any Order, including without limitation over-consumption, unauthorized use, regulatory non-compliance, or breach of Design Partner Obligations, then Customer will reimburse Cozmo for the reasonable costs of the audit (including external auditor fees, internal personnel time at Cozmo's then-current standard rates, and reasonable attorneys' fees).

30.3 Suspension rights.

In addition to the suspension rights set forth elsewhere in this Agreement, Cozmo may suspend Customer's access to the Services, in whole or in part, immediately and without prior notice, in any of the following circumstances:

(a) Customer fails to pay any undisputed amount when due;

(b) Customer breaches the Acceptable Use Policy, this Agreement, or any Order, and such breach remains uncured after any applicable cure period;

(c) Customer's use of the Services creates, in Cozmo's reasonable judgment, a security, regulatory, reputational, or liability risk to Cozmo, its Subprocessors, or its other customers;

(d) Cozmo reasonably suspects fraud, misuse, abuse, or unauthorized use of the Services by Customer or any person using Customer's credentials;

(e) Cozmo is required to suspend by law, regulation, court order, or governmental authority; or

(f) any third party (including without limitation any payment processor, telephony provider, cloud infrastructure provider, or AI model provider) on which the Services depend suspends or terminates its service to Cozmo, in which case Cozmo will use commercially reasonable efforts to restore the Services through alternative means.

30.4 No liability for suspension.

Cozmo has no liability to Customer for any suspension exercised in accordance with this Section 30. Customer's payment obligations under any Order continue during any such suspension. Customer's sole remedy in the event of a suspension is to cure the underlying cause, after which Cozmo will use commercially reasonable efforts to restore Customer's access to the Services promptly. Any Credit expiration during a suspension caused by Customer's breach is not extended.

31. ANTI-CIRCUMVENTION, NON-COMPETITION, AND NON-SOLICITATION

31.1 No reverse engineering or competitive use.

Customer will not, and will cause its officers, directors, employees, affiliates, contractors, and agents not to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, models, prompts, embeddings, training data, system instructions, or other underlying technology of the Services;

(b) use the Services, Outputs, or any information derived from the Services to build, train, develop, fine-tune, distill, or operate any product, service, model, dataset, or platform that competes with or substantially replicates the Services;

(c) use the Services, Outputs, or any information derived from the Services to train, fine-tune, distill, or otherwise improve any artificial intelligence or machine learning model intended for sale, license, distribution, or deployment to third parties;

(d) access the Services or Outputs for the purpose of building competitive intelligence, benchmarking against Cozmo, or undermining Cozmo's commercial interests;

(e) circumvent any technical, security, billing, contractual, rate-limiting, or operational limitation on Customer's use of the Services;

(f) scrape, extract, harvest, mirror, or systematically download Outputs or other Service content; or

(g) represent to any third party that Customer or any of Customer's affiliates is the developer, creator, or owner of the Services or any underlying technology.

31.2 Non-solicitation of Cozmo personnel.

During the term of any Order and for twelve (12) months thereafter, Customer will not, directly or indirectly, solicit for employment, hire, engage, retain, or contract with any current or former officer, director, employee, contractor, or consultant of Cozmo who was substantially involved in the delivery of Services to Customer or in any communication with Customer, in each case without Cozmo's prior written consent. This restriction does not apply to (a) bona fide general public job postings that are not specifically targeted at Cozmo personnel and (b) individuals who respond to such general postings without any targeted outreach by Customer.

31.3 Non-solicitation of Cozmo customers.

During the term of any Order and for twelve (12) months thereafter, Customer will not use any information regarding Cozmo's other customers or prospects (including without limitation information learned through reference calls, case studies, conference appearances, joint marketing activities, or other interactions under the Design Partner Program in Section 32) to (a) solicit any such customer or prospect for the purpose of offering services that compete with the Services, or (b) interfere with Cozmo's commercial relationship with any such customer or prospect.

31.4 Remedies.

CUSTOMER ACKNOWLEDGES THAT MONETARY DAMAGES ARE INADEQUATE TO COMPENSATE COZMO FOR ANY BREACH OF THIS SECTION 31, AND THAT ANY SUCH BREACH WOULD CAUSE IRREPARABLE HARM TO COZMO. COZMO IS ENTITLED TO SEEK AND OBTAIN SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDERS, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, AND OTHER EQUITABLE REMEDIES IN RESPECT OF ANY BREACH OR THREATENED BREACH OF THIS SECTION 31, WITHOUT THE REQUIREMENT TO POST BOND OR PROVE ACTUAL DAMAGES, IN ADDITION TO ANY OTHER REMEDY AVAILABLE AT LAW OR IN EQUITY. THE PROVISIONS OF THIS SECTION 31 SURVIVE ANY TERMINATION OR EXPIRATION OF ANY ORDER OR THIS AGREEMENT.

32. DESIGN PARTNER PROGRAM

32.1 Program overview.

Cozmo, in its sole discretion, may from time to time offer a design partner program (the "Design Partner Program") under which selected customers ("Design Partners") may receive Granted Credits, preferential pricing, early access to features, or other benefits in exchange for performance of the Design Partner Obligations set forth in this Section

32. The specific Granted Credits, benefits, and obligations applicable to any particular Design Partner are set forth in the applicable Order or in a separate credit addendum, side letter, or grant notice executed by an authorized representative of Cozmo.

32.2 Design Partner Obligations.

Each Design Partner agrees to perform the following obligations during the term of the applicable Order and, where indicated, for twelve (12) months thereafter (collectively, the "Design Partner Obligations"):

(a) Reference and marketing rights. The Design Partner grants Cozmo a non-exclusive, royalty-free, worldwide license to (i) identify the Design Partner by name and use the Design Partner's logo, trademarks, and trade names on Cozmo's website, marketing materials, investor presentations, pitch decks, press releases, social media, and customer lists; (ii) describe the Design Partner's use of the Services in general terms in customer case studies, white papers, sales collateral, conference presentations, and similar materials; (iii) publish quotes and testimonials attributable to authorized representatives of the Design Partner, subject to the Design Partner's reasonable right of approval not to be unreasonably withheld or delayed; and (iv) identify the Design Partner to prospective investors, employees, partners, and customers. This license survives for twelve (12) months after the end of the applicable Order.

(b) Case study and testimonial participation. The Design Partner will, on Cozmo's reasonable request, participate in at least one (1) written case study and one (1) video testimonial (or comparable marketing collateral) regarding the Design Partner's use of the Services.

(c) Reference calls. The Design Partner will accept and participate in up to four (4) prospect reference calls per twelve-month period at Cozmo's reasonable request.

(d) Product feedback. During the first six (6) months of the applicable Order, the Design Partner will participate in at least one (1) thirty-minute product feedback call per calendar month with Cozmo's product team.

(e) Non-disparagement. During the term of the applicable Order, the Design Partner will not make any public statement that disparages, denigrates, or impugns Cozmo, its founders, its products, its Services, or its other customers. This obligation does not prohibit truthful statements required by law, regulation, court order, or in connection with a legal proceeding.

(f) Cooperation. The Design Partner will cooperate reasonably with Cozmo in the implementation, configuration, deployment, and ongoing operation of the Services.

32.3 Consequences of non-performance.

If a Design Partner fails to perform any Design Partner Obligation or otherwise elects to discontinue participation as a Design Partner, Cozmo's remedies are limited to: (a) immediate revocation of any unused Granted Credits; (b) termination of the applicable Order; (c) retention by Cozmo of all data, recordings, transcripts, Outputs, telemetry, model improvements, aggregated insights, and other materials generated, derived from, or captured during the Design Partner's use of the Services, free of any further obligation to the Design Partner; and (d) the cessation of Cozmo's obligation to deliver further Services to the Design Partner under the affected Order. For the avoidance of doubt, the Design Partner's mere non-performance of Design Partner Obligations or discontinuation of the engagement does not, by itself, give rise to any cash payment obligation of the Design Partner.

32.4 Confidentiality of Design Partner terms.

The specific terms applicable to any Design Partner's participation, including without limitation the amount of Granted Credits, pricing, discount levels, and the existence and content of any credit addendum or side letter, are Confidential Information of Cozmo. The Design Partner will not disclose such terms to any third party except as permitted under Section 8.

32.5 No partnership.

Notwithstanding the use of the term "Design Partner," the relationship between Cozmo and the Design Partner remains solely that of independent contracting parties. The Design Partner Program does not create a partnership, joint venture, agency, fiduciary, employment, or similar relationship.

33. CUSTOMER MARKETING RIGHTS AND LOGO USAGE

33.1 Logo and customer identification rights.

By entering into any Order or otherwise using the Services, Customer grants Cozmo a non-exclusive, royalty-free, worldwide, sublicensable license during the term of the Order and for twelve (12) months thereafter to (a) identify Customer as a customer of Cozmo on Cozmo's website, marketing materials, investor presentations, pitch decks, press releases, social media, customer lists, conference materials, and similar materials; (b) use Customer's name, logo, trademarks, trade names, and brand assets in connection with such identification; (c) describe Customer's use of the Services in general terms (without disclosing Customer's Confidential Information or specific commercial terms); and (d) identify Customer to Cozmo's prospective investors, employees, partners, lenders, acquirers, and customers.

33.2 Default-on; opt-out by written notice.

THE MARKETING RIGHTS SET FORTH IN SECTION 33.1 APPLY BY DEFAULT TO ALL CUSTOMERS AND ARE EFFECTIVE AUTOMATICALLY UPON CUSTOMER'S EXECUTION OF AN ORDER OR USE OF THE SERVICES. NO PRIOR APPROVAL FROM CUSTOMER IS REQUIRED FOR COZMO TO EXERCISE THESE RIGHTS. CUSTOMER MAY OPT OUT OF THESE MARKETING RIGHTS ONLY BY SENDING WRITTEN NOTICE TO MARKETING@HELLOCOZMO.AI (OR SUCH OTHER EMAIL ADDRESS AS COZMO MAY DESIGNATE) THAT EXPRESSLY STATES CUSTOMER'S ELECTION TO OPT OUT.

33.3 Effect of opt-out.

An opt-out under Section 33.2 is effective thirty (30) days after Cozmo's receipt of the notice. Following the effective date of the opt-out: (a) Cozmo will not use Customer's name, logo, or other identifying information in new marketing materials, customer lists, or public communications; (b) Cozmo will use commercially reasonable efforts to remove Customer's name, logo, and identifying information from existing materials on Cozmo's website and digital channels; and (c) Cozmo is not required to recall, destroy, modify, or alter any materials already printed, distributed, broadcast, or published prior to the effective date of the opt-out, nor to remove Customer's name, logo, or identifying information from archived, historical, or recorded materials.

33.4 Reservation of rights.

The license granted in Section 33.1 is limited to identification and marketing as a customer of Cozmo. Customer reserves all other rights in its name, logo, trademarks, trade names, and brand assets. Cozmo will use Customer's name, logo, and identifying information in a manner consistent with Customer's reasonable trademark usage guidelines, if any, that Customer provides to Cozmo in writing in advance.

33.5 Confidential disclosures notwithstanding opt-out.

Notwithstanding any opt-out under Section 33.2, Cozmo may continue to identify Customer as a customer of Cozmo in (a) confidential disclosures to Cozmo's existing and prospective investors, lenders, acquirers, advisors, and their respective representatives, in each case under customary confidentiality obligations; (b) regulatory filings, financial statements, or other disclosures required by law, regulation, or governmental authority; (c) internal Cozmo communications and operational materials; and (d) responses to bona fide inquiries from third parties seeking customer references, where such third parties are bound by customary confidentiality obligations.

33.6 Design Partner Program.

Customers participating in the Design Partner Program are subject to the additional, broader marketing obligations set forth in Section 32, which include affirmative obligations to participate in case studies, reference calls, and similar marketing activities. To the extent of any conflict between this Section 33 and Section 32 with respect to Design Partners, Section 32 controls. The opt-out mechanism in this Section 33 does not relieve a Design Partner of obligations under Section 32 during the Commitment Term of the Design Partner's Order.

33.7 Customer's use of Cozmo's name and logo.

Customer may use Cozmo's name, logo, and identifying information to identify Cozmo as Customer's service provider, in a manner consistent with Cozmo's brand and trademark usage guidelines (available on request). Customer will not (a) use Cozmo's name or logo in any manner that disparages, denigrates, or impugns Cozmo; (b) imply any sponsorship, endorsement, partnership, or affiliation beyond the customer-provider relationship; or (c) make any public statement that misrepresents the nature, scope, or terms of Customer's relationship with Cozmo.

34. CROSS-BORDER DATA TRANSFER, SUBPROCESSORS, AND INTERNATIONAL COMPLIANCE

34.1 Global delivery of the Services.

The Services are delivered globally and Customer Data may be transferred to, processed, and stored in any jurisdiction where Cozmo, its affiliates, or its Subprocessors operate, including without limitation the United Arab Emirates, the European Union, the European Economic Area, the United Kingdom, the United States, India, and other jurisdictions as required for the operation of the Services. By entering into any Order, Customer consents to such transfer, processing, and storage of Customer Data, subject to the additional protections set forth in this Section 34 and any executed Data Processing Addendum.

34.2 Subprocessors.

Cozmo engages third-party service providers to support the delivery of the Services, including without limitation cloud infrastructure providers (such as Amazon Web Services and Google Cloud Platform), telephony and messaging providers, large language model and other artificial intelligence model providers, identity and authentication providers, monitoring and analytics providers, and similar service providers (each, a "Subprocessor"). Cozmo maintains a current list of Subprocessors available to Customer on written request to legal@hellocozmo.ai. Cozmo will impose written obligations on each Subprocessor that are no less protective of Customer Data than the obligations of Cozmo under these Terms. Cozmo remains responsible for the acts and omissions of its Subprocessors with respect to Customer Data to the same extent as for Cozmo's own acts and omissions.

34.3 EU and UK personal data; Standard Contractual Clauses.

Where Customer transfers personal data subject to the EU General Data Protection Regulation ("GDPR") or the UK General Data Protection Regulation ("UK GDPR") to Cozmo or its Subprocessors, the parties agree that (a) Cozmo acts as a "processor" of such personal data and Customer acts as the "controller," unless the parties otherwise agree in writing; (b) the European Commission's Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914 of 4 June 2021, including the Module

2 controller-to-processor terms) and the United Kingdom Information Commissioner's Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (Version B1.0), as applicable, are deemed incorporated into this Agreement by reference for any cross-border transfer of personal data that requires such a transfer mechanism; and (c) the parties will, on Customer's written request, execute a separate Data Processing Addendum that provides the contractual terms required by Article 28 of the GDPR and any equivalent provisions of the UK GDPR.

34.4 Other jurisdictions.

For Customer Data subject to data protection laws of other jurisdictions, including without limitation:

(a) the California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA");

(b) the Brazil Lei Geral de Proteção de Dados ("LGPD");

(c) the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA") and provincial equivalents;

(d) the South African Protection of Personal Information Act ("POPIA");

(e) the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and the ADGM Data Protection Regulations 2021;

(f) the Australian Privacy Act 1988;

(g) the Singapore Personal Data Protection Act; and

(h) any other applicable data protection or privacy law,

Cozmo will, on Customer's written request, enter into a Data Processing Addendum or similar instrument addressing the specific requirements of such law to the extent Cozmo's then-current capabilities reasonably permit.

34.5 Data Processing Addendum.

A Data Processing Addendum ("DPA") is available to Customer on written request to legal@hellocozmo.ai. The DPA, once executed by both parties, supplements these Terms with respect to the processing of personal data and prevails over these Terms to the extent of any conflict regarding such processing. The DPA is binding only on Customers who execute it; Customers who do not request or execute a DPA remain bound by the data protection provisions of these Terms.

34.6 Local representatives.

Where required by applicable law, Cozmo will appoint a local representative (such as an EU representative under Article 27 of the GDPR or a UK representative under the UK GDPR) and will provide contact information for such representative on Customer's written request.

34.7 Customer's local compliance obligations.

Without limiting Section 29 (Customer Compliance), Customer is solely responsible for (a) determining whether Customer's use of the Services is permitted under the laws of Customer's jurisdiction, (b) obtaining all consents, providing all notices, and entering into all data processing instruments required by applicable law in Customer's jurisdiction for Cozmo's processing of personal data, (c) complying with any local data residency, data localization, or in-country processing requirements applicable to Customer's data, (d) complying with any local notification, registration, or authorization requirements applicable to Customer's deployment of artificial intelligence services or automated decision-making, and (e) complying with any local consumer protection, advertising, or marketing law applicable to Customer's use of the Services to communicate with end customers.

34.8 Cross-border enforcement.

The parties acknowledge that the Agreement is intended to be enforceable across multiple jurisdictions. The choice of ADGM law and exclusive jurisdiction of the ADGM Courts in Sections 17 and 18 is intended to provide a neutral, internationally-recognized forum for the resolution of disputes. Each party agrees that an ADGM Court judgment may be enforced in any jurisdiction where such party has assets or operations, in accordance with applicable enforcement treaties and the recognition of foreign judgments laws of the jurisdiction of enforcement.

34.9 Conflict between local law and these Terms.

If a specific provision of these Terms is unenforceable or contrary to mandatory applicable law in any specific jurisdiction, such provision will be reformed to the minimum extent necessary to make it enforceable in that jurisdiction, and the remaining provisions of these Terms will continue in full force and effect. To the maximum extent permitted by applicable law, the parties' choice of ADGM law and exclusive ADGM Courts jurisdiction in Sections 17 and 18 governs the interpretation and enforcement of these Terms regardless of any local law that would otherwise apply, and Customer waives any right to invoke local law to defeat the application of these Terms except where mandatory law prohibits such waiver.

34.10 Sanctions and embargo compliance.

In addition to Section 20, Customer represents and warrants that Customer is not (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions administered by the United States, the European Union, the United Kingdom, the United Arab Emirates, or the United Nations Security Council (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine); (b) identified on any sanctions or denied parties list maintained by the foregoing authorities; or (c) majority-owned or controlled by any person or entity described in (a) or (b). Customer will promptly notify Cozmo in writing if Customer becomes aware that any such representation has become inaccurate.

35. CONTACT INFORMATION

Questions about these Terms may be directed to:

Cozmo AI Limited

DD-14-123-29, Level 14, WeWork Hub71

Al Khatem Tower, Abu Dhabi Global Market Square

Al Maryah Island, Abu Dhabi, United Arab Emirates

Email: founders@hellocozmo.ai

Legal notices: alok@hellocozmo.ai

Cozmo AI Limited is incorporated in the Abu Dhabi Global Market. The choice of ADGM law and exclusive jurisdiction of the ADGM Courts in Sections 17 and 18 applies to all customers regardless of their geographic location.

End of Terms of Service