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END USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS CONTRACT CAREFULLY. BY USING THE SOFTWARE OR A PRODUCT IN WHICH THE SOFTWARE IS EMBEDDED, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) AND AGREE TO BE BOUND BY THEM. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

1. Scope of Agreement
   This Agreement sets forth the terms and conditions applicable to the license granted herein by Universal Robots A/S (“Universal Robots”) for the Universal Robots software (“Software”). The Software may be provided on: hard drives of the robot; memory devices; via download from Universal Robots website; or through integrated circuits (collectively the “Products”). The term Software include all (i) Universal Robots or third-party computer information or software which is an integral part of the Product; (ii) related explanatory written materials or files; and (iii) all patches, error corrections, updates, upgrades, enhancements, modifications, additional software components provided by Universal Robots to be embedded in the Product. This Agreement governs the right to use the software by the original purchaser of a Product (“Licensee”). Universal Robots and Licensee are each a Party and collectively, the Parties.
   
   
2. License Grant and Restrictions
   • 2.1 Universal Robots grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable License during the term of this Agreement to use the Software solely in connection with the Universal Robots Product in which the software is embedded and only as authorized in and subject to this Agreement. Licensee agrees that it (1) may only use the Software in accordance with the terms of this Agreement; (2) may only use the Software for its own internal business purpose and within the scope of the Software application; (3) will not pledge, lease, rent, assign, or share Licensee’s rights or obligations under this Agreement with any third party; (4) Licensee shall not, under any circumstances, reverse engineer, decompile, disassemble or otherwise attempt to discover, reconstruct or identify the source code of the Software or any user interface techniques, algorithms, logic, protocol, or specifications included, incorporated, or implemented herein; (5) the Software shall not be used in any way which would violate any Export Laws (as defined in Section 7 herein); and (6) will not transfer or make the Software available to any third party, or create derivative works of the Software, without Universal Robots prior written consent, and in the event of any violation hereof, Universal Robots is not liable for any damage or harm caused by its Software or Products to any third party.
   • 2.2 The Software is the intellectual property of and is owned by Universal Robots. The structure, organization and code of the Software are valuable trade secrets and confidential information of Universal Robots. Unless specifically and expressly permitted by Universal Robots, Licensee shall not to modify, adapt or translate the Software. Universal Robots trademarks shall be used only in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted herein are reserved by Universal Robots. The Licensee agrees that all rights, title and interest in the Software, including the intellectual property, is and remains the sole property of the Universal Robots.
     
     
3. Consideration
   • 3.1 The purchase price paid by Licensee to Universal Robots for the Product includes the license fee for the license to use the Software granted under this Agreement.
   • 3.2 Universal Robots reserves the right to demand an annual license fee in the future.
     
     
4. Term and Termination
   • 4.1 This Agreement is effective upon Licensee’s receipt and use of the Software and shall continue until terminated pursuant to this Section 4. Licensee may terminate this Agreement by terminating its use of the Software. Universal Robots may terminate this Agreement for convenience by providing ninety (90) days notice to Licensee.
   • 4.2 Universal Robots may terminate this Agreement for cause at any time upon the occurrence of any the following events: (1) breach by Licensee of any term hereof that is not cured within thirty (30) days written notice of such default, if cure is possible, otherwise this Agreement is terminated upon breach with immediate effect; (2) Licensee’s failure to pay any purchase price or license fees when due and owning under this Agreement, if applicable; or (3) Licensee’s default under any other agreement with Universal Robots. Upon termination for cause by Universal Robots, Licensee shall immediately cease to use the Software.
   • 4.3 Universal Robots reserves the right to demand an annual license fee in the future.
5. Warranty and Disclaimer
   THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS AND UNIVERSAL ROBOTS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE DOCUMENTATION AND SOFTWARE AND WE HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER WE NOR OUR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING (1) THE USE OR INABILITY TO USE THE SOFTWARE; OR (2) ANY RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, OR RELIABILITY. CUSTOMER UNDERSTANDS AND AGREES THAT IT ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE.
   
   
6. Limitation of Liability and Remedies
   TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL UNIVERSAL ROBOTS BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY LICENSEE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE REGARDLESS OF WHETHER UNIVERSAL ROBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO THE GREATER OF: (1) THE ANNUAL LICENSE FEE PAID BY LICENSEE FOR USE OF THE SOFTWARE; OR (2) ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.
   
   
7. Export Laws
   Licensee agrees to comply with all applicable laws and regulations, including export laws of any applicable country. Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other country’s export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee is not a citizen, or otherwise located within, an embargoed nation (currently, including without limitation the following countries: Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Software. The Software shall under no circumstances be used by Licensee for planning, construction, maintenance, operation or use, directly or indirectly, in nuclear power plants, missile technology, chemical or biological weapons applications or flight, navigation or communication of aircraft or ground support equipment.
   
   
8. Indemnification
   Licensee shall defend, indemnify and hold Universal Robots and its employees and agents harmless, from and against all sums, claims, costs, duties, liabilities, losses, obligations, suits, actions, damages, penalties, awards, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that Universal Robots may incur or be obligated to pay as a result of Licensee’s unauthorized use, modification, resale, or transfer of the Software.
   
   
9. Governing Law and Jurisdiction
   This Agreement shall be governed by and construed in accordance with the laws of Denmark. Any and all disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark.
   
   
10. Confidentiality
    Each Party (the “receiving party”) may receive or be given access to the business, product or service, or customer information of the other party (the “disclosing party”), that is marked or otherwise identified as “proprietary” or “confidential” or that is of such a nature that a reasonable person would understand such information to be proprietary or confidential (“Confidential Information”). A Party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession without any obligations of confidentiality before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party, which independent development can be shown by written evidence; or (e) is required to be disclosed by applicable law, by any court of competent jurisdiction or by any regulatory or administrative body, provided the receiving party will promptly notify the disclosing party upon learning of any such legal requirement, and reasonably cooperate with the disclosing party in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.
    The Parties hereby agree:
    
    • (i) not to use Confidential Information received from the other Party for any purpose other than for the purpose of this Agreement; and
    • (ii) to maintain Confidential Information received from the other Party in strict confidence and to take all reasonable precautions to prevent third parties from getting unauthorized access to Confidential Information, and to ensure the security and confidentiality of all Confidential Information;
11. Entirety of the Agreement
    This Agreement shall constitute the complete, final and exclusive agreement between Universal Robots and Licensee with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties relating to this subject matter hereof; provided that all confidentiality and mutual non-disclosure agreements previously executed by Licensee and Universal Robots shall remain in full force and effect. If any of the terms and conditions of this Agreement is held by any competent court or authority to be invalid or unenforceable in whole or part, the validity of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect.