DABOT, INC. MASTER SUBSCRIPTION AGREEMENT

Last Updated: Jan 24, 2024

This Master Subscription Agreement (hereinafter referred to as this “Agreement” or these “Terms”) contains the terms and conditions upon which Dabot Inc., A Delaware Corporation with our principal place of business at 7300 State Highway 121, Suite 300, Mckinney, Tx 75070 (“Dabot” or “we” or “us” or “our”), provide our customers with access to and use of (i) our platform, products, Software As A Service (SAAS) applications and services; and (iii) training and support services, collectively called the “Services”.

This Agreement constitutes a legally binding contract on You (being a person or legal entity who is a user or subscriber of our Services, also referred to as “Customer”) and governs the use of and access to the Services by Customer. Please read this Agreement carefully, as it contains important information about your legal rights, remedies, and obligations. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

1. Definitions

a) Affiliate means entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided, as it relates to Customer, such entity is not a current or prospective competitor to Dabot or its business.
b) Customer Data means Customer’s data pertaining to Customer’s employees, customers, users, or other individuals provided by Customer to DaBot.
c) DaBot Platform means Dabot’s proprietary Software As A Service application accessed by the Customer by virtue of this Agreement.
d) Intellectual Property means any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
e) Order Form means the ordering document that is executed between Dabot and Customer.
f) Services means and includes services provided by Dabot through the Dabot Platform as those services that are described in the Order Form or otherwise requested by the Customer.
g) Third-Party Product or Platform means any product, add-on or platform not provided by Dabot that Customer uses with the Dabot Platform and may or may not be accessible through Dabot Platform.
h) User shall mean an employee, consultant or contractor or end user of Customer that the Customer has provisioned to use the Dabot Platform through its account.

2. Access to Dabot Platform

a) Dabot will provide to the Customer the Dabot Platform with features listed on each Order Form in accordance with this Agreement, including any Services as agreed between the parties. Customers may use and access Services, each according to the terms of this Agreement (including the applicable Order Form). Customer’s permitted use case will be described on the applicable Order Form and this Agreement. Dabot will adhere to all the applicable laws in providing the Dabot Platform and Services.
b) Any of Customer’s Affiliates may execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement.

3. Subscription Fee and Payment Terms

a) Customer will pay Dabot applicable subscription fees as described in each Order Form. Except as otherwise provided in an Order Form, fees paid under this Agreement (collectively “Fees”) shall be payable in U.S. dollars and are due within thirty (30) days of DaBot’s invoice. Excluding taxes based on DaBot’s income, Customer is liable for all taxes, duties, and customs fees associated with the Fees, whether or not DaBot invoices Customer for those taxes, duties, or customs fees. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. Except as otherwise expressly provided in this Agreement, Customer shall not be entitled to any refund of any Fees paid for the DaBot Platform and/or the DaBot Services.

4. Confidentiality and Data Privacy

a) All information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. Confidential Information of Dabot includes non-public information regarding features, functionality and performance of its platform and Services. Customer Data is considered Customer’s Confidential Information. The receiving party agrees to maintain the confidentiality of any Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.
b) Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.
c) The receiving party will not disclose any Confidential Information of the disclosing party to any person or entity, except: (a) to agents of the receiving party who have a need to know such information and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. The receiving party may not use the disclosing party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement. On the disclosing party’s request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party, other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains such Confidential Information, the receiving party will continue to protect such Confidential Information in accordance with Agreement.
d) Data Privacy. The treatment of Customers' Personal Data (personally identifiable information) shall be governed by our Privacy Policy, located at https://www.dabot.ai/privacy-policy, which is incorporated by reference into this Agreement.

5. Customer Responsibilities, Acceptable Usage and Restrictions

a) Customer is solely responsible for (a) the accuracy, content and legality of all Customer Data and warrants that it has sufficient rights in the Customer Data to permit: (i) Customer's use and receipt of the Dabot Platform and (ii) with respect to Dabot Platform, Dabot’s access to and processing of Customer Data pursuant to this Agreement, and (b) the acts and omissions of its employees, contractors and Users and their compliance with this Agreement.
b) Customer shall not attempt to or facilitate others to misuse the Services, and will use the Services only in a manner consistent with this Agreement. Customer are responsible and liable for all uses of the Services under its account including without limitation, compliance with all applicable laws and regulations and third party terms. Customer will not, and will not allow, permit or assist any User or third party to, directly or indirectly:
- i) reverse engineer, decompile, disassemble, modify, create derivative works of, derive or otherwise attempt to discover the source code underlying any Dabot Platform; resell any Dabot Platform or use any Dabot Platform for time sharing or service bureau purposes or otherwise for the benefit of a third party; attempt to probe, scan or test the vulnerability of any Dabot Platform, breach the security or authentication measures of any Dabot Platform without proper authorization or willfully render any part of a Dabot Platform unusable; use or access any Dabot Platform to develop a product or service that is competitive with any Dabot Platform, engage in competitive analysis or benchmarking, or publicly disseminate performance information or analysis regarding any Dabot Platform; remove any proprietary notices or labels on any Dabot Platform; or use any Dabot Platform in violation of any applicable laws or regulations (including any export law) or outside the scope expressly permitted hereunder (including in the applicable Order Form);
- ii. post, upload, forward, or otherwise transmit any file or software code which contains, facilitates, or launches viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of any Dabot Platform; attempt to access any other Dabot systems that are not part of a Dabot Platform; use any Dabot Platform to upload, post, process, distribute, link to, publish, reproduce, or transmit any information, software or content for which Customer does not have the legal right to engage in such activities.
- iii. (a) rent, transfer, distribute, sublicense, use or duplicate or use for the benefit of any third party the DABOT Software or the DABOT Solution, or any portion thereof, except as expressly authorized in the license agreement; (b) modify, translate, or prepare derivative works based upon the DABOT Software or the DABOT Solution;
c) Without limiting its other remedies, Dabot may suspend Customer’s access to the Dabot Platforms and Services if Customer breaches any of the above restrictions, or if Customer’s use of a Dabot Platform risks material harm to the Dabot Platform or others, provided that, where practicable, Dabot will give Customer prior notice thereof so that Customer may seek to resolve the issue and avoid suspension.
d) Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this section. Therefore, the parties agree that a party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the other party of this section.

6. Intellectual Property and Proprietary Rights

a) Dabot owns all the rights, title and interest in the Dabot Platform and work product obtained from delivery of Services including all the modifications, updates, upgrades, derivative works, extensions, and components thereof. Nothing under this Agreement gives Customer any right, title, or interest in the Services, software, or any other Dabot’s Intellectual Property.
b) Customer shall own all right, title and interest in and to the Customer Data. The parties do not anticipate that DaBot will have any access to Customer Data in the course of performing under this Agreement but to the extent it does so, DaBot will provide the security measures for the DaBot Solution set forth in DaBot’s then-current Data Protection Policy which may be found https://www.dabot.ai/privacy-policy. Upon any expiration or termination of this Agreement, DaBot will delete all Customer Data in its possession unless legally prohibited.
c) Trademarks. Dabot’s name, trademarks, logos, and any other Dabot products, service name, or slogan included in the Services are Intellectual Property of Dabot and may not be copied, imitated, or used (in whole or in part) without Dabot’s prior written consent. The use of any third-party logos, names and service marks in the Services is intended to denote interoperability and does not constitute an affiliation by Dabot and its licensors with such company or an endorsement or approval by such company of Dabot or its licensors or their respective products or services. Customer hereby grants Dabot the right to identify it as a customer of Dabot and to use your logo and/or trademark for that purpose.
d) Feedback. From time to time, Customer or User may provide us feedback, suggestions or recommendations related to our Services (collectively “Feedback”). While we truly appreciate your Feedback, please note that such Feedback shall be treated as non-confidential. Dabot may freely use and incorporate into Services any Feedback provided without any obligation, payment, or restriction based on intellectual property rights or otherwise.
e) Third Party Content. In addition to Dabot’s content, the Services may also include materials, contents and/or information provided by third parties (collectively “Third Party Content”). Such Third Party Content is the property of their respective owner(s). Customer’s use of our Services does not grant You any right or license to use or reproduce any such Third Party Content, without the consent of such third party.

7. Term and Termination

a) The term of this Agreement shall commence on the earlier of the date this Agreement is executed by the Customer, or the date Customer installs or otherwise accesses the DaBot Software (the “Effective Date”) and shall continue for the term set out on the Order Form executed by Customer or, if the parties have not executed an Order Form, for sixty (60) days (the “Term”). This Agreement may be terminated by either party: (a) upon thirty (30) days written notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that thirty (30) day period; or (b) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations; or (c) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding of that nature is filed against it; or (d) immediately, upon any breach of Section 1.3 or Section 7 of this Agreement. Upon any expiration or termination of the License Term or this Agreement: (a) all licenses and rights granted by DaBot to Customer hereunder shall terminate; (b) Customer will cease all use of the DaBot Software; (c) and Customer shall immediately return to DaBot the DaBot Software and any DaBot Confidential Information; and (d); Customer shall pay to DaBot any fees accrued prior to the date of termination and, if this Agreement is terminated for any reason other than DaBot’s uncured breach, any fees that would have been payable for the remainder of the Initial License Term or then-current Renewal Term. The provisions of Sections 1.3, 3, 4, 5, 6, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of this Agreement.

8. Indemnification

a) Indemnification by DaBot. DaBot shall defend Customer from any third-party claims that the DaBot Software and/or the DaBot Solution infringe any U.S. issued patent, copyright, or other proprietary right and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle claims. If Customer’s use of the DaBot Software and/or the DaBot Solution is (or in DaBot’s opinion is likely to be) enjoined, DaBot may terminate this Agreement and Customer’s right to use the DaBot Platform and the DaBot Services. DaBot shall have no obligations under this section to the extent any infringement claim is based on: (a) any modification or alteration to the DaBot Platform or the Services not made by DaBot; (b) any combination or use of the DaBot Platform or the Services with products or services not provided by DaBot; (c) any unauthorized use of the DaBot Platform or the Services; (d) any unsupported release of the DaBot Platform or the Services or if Customer fails to install an update provided by DaBot that could have avoided the actual or alleged third party claim; (e) if Customer settles or makes any admissions with respect to a claim without DaBot’s prior written consent; (f) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (g) use of the DaBot Platform or the Services not in accordance with the terms of this Agreement. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies and DaBot’s entire liability with respect to infringement or misappropriation of third-party intellectual property.
b) Indemnification by Customer. Customer shall defend DaBot, its directors, employees, members, shareholders, agents and representatives (including payment of attorneys’ fees, expert fees and court costs) from and against any claims or losses, actions, costs, damages, liabilities from any (i) any third-party claims arising out of any breach by Customer of this Agreement and/or (ii) Customer’s violation of applicable laws and (iii) Customer’s use of the Services or Dabot Platform.
c) Conditions of Indemnification. Each party’s indemnification obligations under this Section 5 are conditioned on (a) prompt written notice of any claim; (b) the ability to control and direct the defense or settlement of any claim; and (c) all reasonable assistance in connection with the defense or settlement of any claim.

9. Warranties/ Disclaimers and Limitation of Liability

a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DABOT PLATFORM AND ANY MATERIALS OR SERVICES PROVIDED BY DABOT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S SOLE REMEDY AND DABOT’S SOLE LIABILITY FOR ANY BREACH OF THIS AGREEMENT SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE DABOT SOFTWARE AND IMMEDIATELY RETURN TO DABOT THE DABOT SOFTWARE AND ALL DUPLICATES AND ANY DABOT CONFIDENTIAL INFORMATION.
b) IN NO EVENT SHALL DABOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DABOT OR ANY OF ITS THIRD PARTY LICENSORS (UNDER ANY THEORY OF LIABILITY) EXCEED ONE THOUSAND DOLLARS ($1,000), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

10. Miscellaneous

a) Entire Agreement. This Agreement along with the Order Form constitute the entire agreement between Customer and Dabot. No other agreements, representations or warranties have been made otherwise with respect to the subject matter of this Agreement, except as referenced herein. In the event of a conflict or ambiguity between the provisions of the main body of this Agreement any Order Form the provisions of the Order Form will take precedence.
b) Assignment. Dabot may assign its rights and obligations under these Terms without any notification or requirement to obtain Your consent. Customer, may not assign these Terms without the prior written consent of Dabot.
c) Succession. These Terms will be binding upon and will inure to the benefit of the Parties, their successors and permitted assigns
d) Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision, then such part shall be deemed severable or limited to the minimum extent necessary. The remainder of this Agreement shall remain and be in full force and effect.
e) Force Majeure. Neither party (excluding payment obligations) shall be required to comply with any obligation under this Agreement if such compliance is impeded by any event of Force Majeure as hereinafter defined. Events of Force Majeure shall mean an event which is beyond the control of the affected Party and which such Party could not anticipate or mitigate by any prudent means. Notwithstanding the preceding, if either Party is affected by an event of Force Majeure it shall take all reasonable steps to minimize the impact of the Force Majeure on the other party and to reduce the period of the effect of the force majeure event to the minimum.
f) Governing Law and Jurisdiction. This Agreement shall be governed and construed according to the laws of the State of Delaware, United States of America without regard to conflict of laws principles. In the event of a dispute relating to this Agreement, You shall first submit such dispute for discussion and resolution to Dabot in order to come to a mutually agreeable solution. If such a solution is not possible, within ten (10) days of submission, then You and Dabot agree to try in good faith to settle the dispute by arbitration administered by the American Arbitration Association under its Procedures before resorting to litigation or any other dispute resolution procedure. The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association. The place of arbitration shall be Delaware and all proceedings and submissions shall be in English. The decision and award of the arbitrator shall be final and binding on the Parties. If any lawsuit is necessary to enforce any arbitration award or for any other reason, such action shall only be brought only in the state or federal courts located in Delaware, and You and Dabot hereto consent to the jurisdiction of such courts.

Contact Us Please contact us if You have any questions regarding these Agreements and/or to report any violations of these Agreements. You can reach out to us at support@dabot.ai

You agree to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with the Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail or by posting them on the Dabot website. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.