THESE PROFESSIONAL SERVICES TERMS (“AGREEMENT”) GOVERN THE PROFESSIONAL SERVICES TO BE PROVIDED BY ROCKBOT, INC (“ROCKBOT”) TO THE CUSTOMER (THE “CUSTOMER”) IDENTIFIED ON ANY ORDER FORM, PURCHASE ORDER, OR OTHER ORDERING DOCUMENT (“ORDERING DOCUMENT”) REFERENCING THIS AGREEMENT.

1. DEFINITIONS

1.1 “Audio Messaging” is an add-on to Rockbot Music that allows Customer to instantly deliver audio messages from Rockbot’s turnkey library, upload their own messages or Productions that Rockbot produces pursuant to this Agreement.

1.2 “Configuration” means the work to configure an existing Rockbot offering to meet the customized needs of Customer, including, but not limited to, configuring the UX/UI, automation, business rules, and other features of the Rockbot offering.

1.3 “Content Curation” means Rockbot’s branded subscription service for ongoing curation of third-party content (such as music playlists, television playlists, television channels, etc.) for play/display through other Rockbot Branded Services.

1.4 “Customer Materials” means all materials, documents, data, content, trademarks, logos, designs and other information, in any form or media, and all Intellectual Property Rights therein, made available to Rockbot by or on behalf of Customer in connection with this Agreement. As between Rockbot and Customer, Customer is and shall remain the exclusive owner of all right, title and interest in and to the Customer Materials.

1.5 “Extended License” means a license to use a Production outside the Rockbot Branded Services on Customer’s owned and operated website(s) and Customer’s social media accounts.

1.6 “Integration” means the work to define, develop, and execute a connection with an external system to enable the flow and use of data between the external system and one or more Rockbot Branded Services. This up-front Integration work is not to be confused with Rockbot’s branded subscription service Rockbot IaaS.

1.7 “Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

1.8 “Production” means anything identified as a Production in an Ordering Document, including, but not limited to, digital signage design, audio or audio/visual messaging or advertisement that Rockbot produces for Customer pursuant to an Ordering Document. For the avoidance of doubt, Productions do not include any Rockbot Branded Services, any playlists or channels curated by Rockbot pursuant to Rockbot’s Content Curation subscription service, any other Rockbot Materials, or Third-Party Materials.

1.9 “Rockbot Branded Service” means any one or combination of the following Rockbot branded subscription services: Audio Messaging, Content Curation, Rockbot Digital Signage, Rockbot IaaS, Rockbot Music, Rockbot Request, and Rockbot TV.

1.10 “Rockbot Digital Signage” means Rockbot’s branded service that enables the display of images, videos, slideshows, URLs, social media, and other content to connected screens.

1.11 “Rockbot IaaS” means Rockbot’s integration as a service (“IaaS”) subscription service for the ongoing maintenance of a previously executed Integration with an external system.

1.12 “Rockbot Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, processes, graphics libraries, specifications, software, content, systems, designs and technology, in any form or media, and all Intellectual Property Rights therein, developed, acquired, or otherwise obtained by Rockbot prior to, during or after the Term of this Agreement (as defined in Section 6.1), including without limitation, the Rockbot Branded Services, any images, video clips, text, animations, business information, music, code, software development, UX/UI, algorithms and other components of any Solutions created by Rockbot or procured by Rockbot from third-party licensors. As between Rockbot and Customer, Rockbot is and shall remain the exclusive owner of all right, title and interest in and to the Rockbot Materials, except to the extent that Rockbot grants an express license to Customer for the use of any Rockbot Materials as part of a Production pursuant to this Agreement.

1.13 “Rockbot Music” means Rockbot’s branded background music service that includes millions of songs, curated playlists and the ability to create custom playlists.

1.14 “Rockbot Request” means Rockbot’s branded add-on subscription to Rockbot Music that allows guests of Rockbot customers to explore playlists, request songs, and interact with the customer’s brand in various ways.

1.15 “Rockbot TV” means Rockbot’s branded television service that distributes video programming on connected televisions and other devices.

1.16 “Solution” means Integrations, Productions, Configuration of an existing Rockbot offering, and anything else identified as a Solution in an Ordering Document.

1.17 “Standard License” means a license to use a Solution for display on, or in conjunction with, and subject to the limitations of, any Rockbot Branded Service.

1.18 “Subscription” means a subscription to any one or combination of Rockbot’s Branded Services pursuant to a subscription agreement.

2. SERVICES

2.1 Engagement of Rockbot. Customer hereby engages Rockbot to provide the services (“Services”) as described in any Ordering Document, which may include, but are not limited to, the Solutions and/or anything else set forth as a Service in an Ordering Document.

2.2 Review and Acceptance. Unless otherwise set forth in an Ordering Document, upon Rockbot’s delivery of any Solution, Customer shall have up to two (2) rounds of review of the Solution to confirm material compliance with the relevant written specifications (“Acceptance”). Each review period shall not exceed three (3) days (“Review Period”). Customer shall not unreasonably withhold its Acceptance of any Solution. If Customer delivers written notice rejecting with specificity any Solution within the Review Period, Rockbot shall revise and resubmit the Solution for another round of review. Customer is entitled to up to two (2) rounds of revisions per Solution. Each Solution shall be deemed accepted by Customer upon (i) the expiration of any Review Period if Customer has not delivered a written notice rejecting with specificity such Solution, or (ii) after Rockbot has completed a second round of revisions. Curated Content is not subject to review and will be deemed accepted by Customer upon delivery.

2.3 Customer Obligations. Customer shall in accordance with any milestones or other timelines set forth in an Ordering Document, perform all Customer obligations set forth in an Ordering Document. Rockbot is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement or any Ordering Document.

2.4 Rockbot and Customer grant to each other, during the Term (defined in Section 6.1 below) and subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, non-assignable, worldwide, royalty-free, revocable license to use the other party’s name, web site address, logo, trademarks, copyrights and trade names, solely as necessary for the delivery of the Services in accordance with this Agreement.

3. INTELLECTUAL PROPERTY, USAGE RIGHTS, AND LICENSES

3.1 Customer Materials. Customer represents, warrants, and covenants that it has all necessary rights and permissions to distribute, display, publish, transmit, broadcast or otherwise disseminate any Customer Materials provided for use in the Services. To the extent that Customer Materials include data that is generated by, stored in, shared with or by, or otherwise related to, an external system (such as a third-party provider of Customer), Customer further represents and warrants that it has all necessary rights and permissions to authorize Rockbot to access and/or integrate with such external system and associated data. Customer further represents and warrant that the Customer Materials do not contain any material or content that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable, or invasive of another’s rights including but not limited to rights of copyright, celebrity, publicity, privacy and Intellectual Property Rights, or require Rockbot to obtain any licenses from or make any payments to any third party, or otherwise is in violation of any federal, state or local law, rule or regulation. Creation of any Solutions incorporating Customer Materials does not indicate that Rockbot accepts, approves, or endorses such Customer Materials or that such Customer Materials are in compliance with any applicable laws or this Agreement or otherwise absolves Customer of any liability or harm arising from use of such Customer Materials. Rockbot has no obligation, but reserves the right, to monitor, flag, delete, or refuse to reproduce any Customer Materials Rockbot believes may be in violation of this Agreement, and to cancel any order(s) based on such Customer Materials. Under no circumstances will Rockbot be liable in any way for any loss of any Customer Materials. The Services are not intended as a storage depository for Customer Materials. Customer is responsible for retaining copies of Customer Materials. Customer retains ownership of all Customer Materials, and Customer grants Rockbot and its designees all necessary right and permission to use the Customer Materials as part of creating any Solutions and for using any such Solutions in connection with any Rockbot Branded Service. Customer also agrees that Rockbot may use any Solutions for its own promotional purposes to advertise the Services, in perpetuity, without restriction of any kind.

3.2 Rockbot Materials. Any Rockbot Materials included in Solutions either belong to Rockbot or its third-party licensors. Customer acknowledges and agrees that it obtains no rights in or to any such Rockbot Materials other than the right to have such Rockbot Materials included in any such Solution(s). Any rights not specifically granted are retained by Rockbot and/or its third-party licensors. Without limiting the foregoing, Customer specifically acknowledges and agrees that it cannot do any of the following with any Rockbot Materials, which are not Customer Materials:

(A) alter the Rockbot Materials in any way;

(B) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Rockbot Materials apart from the finished Production(s) Customer obtains from Rockbot;

(C) use any of the Rockbot Materials as part of a trademark, design-mark, tradename, business name, service mark, or logo;

(D) remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Rockbot Materials;

(E) use the Rockbot Materials in a fashion that is considered by Rockbot or under applicable law to be pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Rockbot Materials disrepute;

(F) use any Rockbot Materials portraying any person depicted therein (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: (a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; (b) in connection with the advertisement or promotion of tobacco products; (c) as endorsing a political party, candidate, elected official, or opinion; (d) as suffering from, or medicating for, a physical or mental ailment; or (e) engaging in immoral or criminal activities;

(G) use Rockbot Materials in a manner that competes with Rockbot’s business including, but not limited to, displaying Rockbot Materials in any format (including thumbnails) for download or export on a website or offering Rockbot Materials for sale;

(H) incorporate the Rockbot Materials in any product that results in a re-distribution or re-use of the Rockbot Materials or is otherwise made available in a manner such that a person can extract or access or reproduce the Rockbot Materials as an electronic file;

(I) to the extent that source code is contained within the Rockbot Materials, reverse engineer, decompile, or disassemble any part of such source code;

(J) use or display the Rockbot Materials in an electronic format that is intended to enable the Rockbot Materials to be downloaded, exported or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or

(K) use or display Rockbot Materials in such a manner that gives the impression that the Rockbot Materials were created by Customer or a person other than the copyright holder of the Rockbot Materials.

3.3 Usage Rights in Productions. With respect to any Productions, the following usage terms apply:

(A) To the extent that a Production includes Rockbot Materials, Rockbot grants a limited license to Customer to use the Rockbot Materials for all purposes permissible under the applicable Standard License or Extended License, as the case may be.

(B) If Customer pays for a Standard License covering a Production as set forth in the applicable Ordering Document, Customer will have the right to use the Production on any Rockbot Branded Service, and Rockbot will place the Production on a Rockbot Branded Service according to the terms of a separate agreement between the parties (insertion order).

(C) If Customer pays for an Extended License covering a Production as set forth in the applicable Ordering Document, Customer will have the right to use the Production outside the Rockbot Branded Services on Customer’s owned and operated website(s) and Customer’s social media accounts.

(D) For all Productions, regardless of license type, no part of the Production (that is, anything other than Customer Materials) may be (i) altered, or (ii) used in any manner apart from the Production.

(E) In all cases of completed Production(s) Customer has accepted and paid for, Rockbot may use such Production(s) solely for its own promotional purposes to advertise its own services, in perpetuity, without restriction of any kind.

(F) If Customer (or anyone on whose behalf Customer has entered into this Agreement) violates any of the terms of this Agreement, any usage rights previously granted to Customer in any Productions will immediately cease.

3.4 Productions. Subject to the terms and conditions of this Agreement, Customer is the owner of the Productions, and has the rights to use such Productions that are included in the license purchased by Customer (Standard License or Extended License) as set forth on the applicable Ordering Document.

4. PAYMENT OF FEES

4.1 The agreed upon fees and payment terms for Rockbot’s performance of the Services will be set forth in each Ordering Document (“Fees”). Customer shall pay all amounts due under this Agreement without setoff, deduction, recoupment or withholding of any kind for amounts owed or payable to Rockbot whether under this Agreement, applicable law or otherwise and whether relating to Rockbot’s breach, bankruptcy or otherwise. Customer will reimburse Rockbot for pre-approved, out-of-pocket costs and expenses required and actually incurred by Rockbot in performing the Services, including travel expenses, provided that Rockbot submits supporting documentation reasonably satisfactory to Customer. All payments shall be made in US Dollars. Customer shall reimburse Rockbot for all actual costs (including attorneys’ fees and expenses) incurred by Rockbot in collection of delinquent amounts not subject to a reasonable and good faith dispute. If Customer believes that Rockbot has billed Customer incorrectly, Customer must contact Rockbot no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Rockbot’s Customer Support team. Any undisputed, past due payments shall accrue interest at the rate of 1.5% per month, compounding monthly, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.2 Rockbot may bill through an invoice, in which case, full payment for invoices must be received by Rockbot thirty (30) days after the date of the invoice, or the Services may be suspended or terminated. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Rockbot’s net income.

5. CONFIDENTIALITY

5.1 Each party (the ”Receiving Party″) understands that the other party (the ”Disclosing Party″) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as ”Confidential Information″ of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use or divulge to any third person any such Confidential Information (except in performance of the Services or as otherwise permitted herein). The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of this Agreement, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.

5.2 Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party and upon request to certify the return or destruction of all such Confidential Information and embodiments thereof.

5.3 Rockbot may collect and analyze data relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Rockbot will be free to (1) use such information and data (during and after the Term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Rockbot offerings, and (2) disclose such data in a manner that does not identify Customer in connection with its business.

6. TERM AND TERMINATION

6.1 This Agreement commences as of the Effective Date and will continue for so long as any Ordering Document between the parties remains in effect unless terminated pursuant to the terms of this Agreement (the “Term”). Either party may terminate this Agreement and any Ordering Document for convenience upon written notice delivered to the other party at least ninety (90) days prior to the effective date of termination.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement and any applicable Ordering Document if after providing written notice to the other party of a material breach of any of the terms or conditions of this Agreement, that party fails to cure such breach within thirty (30) days (or ten (10) days in the case of nonpayment).

6.3 Upon early termination, other than for Rockbot’s uncured, material breach, Customer shall be responsible for payment of all Fees for Services through the end of the Term of any Ordering Document in effect as of the date of notice of termination. All prepaid Fees are nonrefundable.

6.4 The following sections will survive termination or expiration of this Agreement: 2.3, 4 (to the extent amounts remain payable), 5, 6, the warranty disclaimers in Section 7, 8, 9, 10, and 11. Excluding any licenses applicable to any suggestions, enhancement requests, recommendations, or other feedback by Customer related to the Software or Services, all licenses granted herein will terminate upon any expiration or termination of this Agreement, and thereafter Rockbot shall no longer be responsible for any music royalties covered by the Rockbot License.

7. WARRANTY AND DISCLAIMER

7.1 Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.

7.2 Rockbot shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rockbot or by third-party providers, or because of other causes beyond Rockbot’s reasonable control, but Rockbot shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption within Rockbot’s control. HOWEVER, ROCKBOT DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE. THE SERVICES AND SOFTWARE ARE PROVIDED AS IS AND OTHER THAN AS SET FORTH IN SECTION 7.1 ABOVE, ROCKBOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

8. INDEMNIFICATION

Each party shall defend, indemnify, and hold harmless the other party, its officers, employees, affiliates, agents, and assigns from all claims, suits, judgments, losses, damages, fines or costs (including, without limitation, attorneys’ fees) resulting from any third-party claim arising from the indemnifying party’s (i) breach of any representation, warranty, or covenant in this Agreement; or (ii) negligence or more culpable conduct in connection with the performance under this Agreement. The obligation to defend and indemnify provided under this Section shall apply only if the indemnified party promptly notifies the indemnifying party in writing of any potential claim within a reasonable time (provided, however, that the failure to so notify an indemnifying party shall not affect the obligations of the indemnifying party hereunder unless and only to the extent that the indemnifying party is actually materially prejudiced by such failure). The indemnifying party shall assume the defense thereof by appointing a reputable counsel reasonably acceptable to the indemnified party to be the lead counsel in connection with such defense. The indemnified party shall provide the indemnifying party with reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense, for the defense and settlement of any claim. The indemnified party shall provide the indemnifying party with the exclusive right to control and the authority to defend and settle any claim, but the indemnifying party shall obtain the prior written consent of the indemnified party before entering into any settlement of a claim if as a result of such settlement, injunctive or other equitable relief will be imposed against the indemnified party, any intellectual property rights of the indemnified party shall be rendered invalid or unenforceable or if such settlement does not expressly and unconditionally release the indemnified party from all liabilities and obligations with respect to such claim, without prejudice.

9. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY, ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR LOSS, INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ROCKBOT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY.

10. U.S. GOVERNMENT MATTERS

Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

11. MISCELLANEOUS

11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.2 Except for assignment to a successor of substantially all of its business or assets, neither party may assign this Agreement without the non-assigning party’s prior written consent.

11.3 This Agreement, together with the Ordering Document(s), is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any waiver, modification, or amendment to this Agreement must be in a writing signed by both parties.

11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Rockbot in any respect whatsoever.

11.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. In addition to all other remedies available under this Agreement, at law or in equity, Customer agrees that Rockbot shall be entitled to injunctive relief in the event Customer uses the Services or Software in violation of the limited license granted herein or uses the foregoing in any way not expressly permitted by this Agreement.

11.6 All notices under this Agreement will be in writing addressed to the parties’ respective addresses set forth on the first page of this Agreement and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. A copy of any notice to Rockbot must also be sent by email to support@rockbot.com.

11.7 Customer agrees that Rockbot may list Customer’s name (including by displaying any Customer trademark) and identify the business relationship between the parties on the Rockbot website and in other marketing and advertising collateral, together with a list of other customers.

11.8 This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

11.9 The headings used in this Agreement are for convenience only and are not to be used to define or limit the provisions of this Agreement.