These Oscar Placement  Terms of Service (“Placement TOS”) govern the Placement Agreement and use of Oscar Sort units and Oscar Solution, as such terms are defined below. “INTUITIVE” means the INTUITIVE ROBOTICS INC. a Canada registered corporation having an office at 1200  – 555 West Hastings Street, Vancouver, British Columbia, Canada, V6B 4N6, an entity providing Services (and thus the entity or entities with all rights and obligations with respect to those Services) under the applicable Ordering Document. “You” and “your” and “RECIPIENT” means the client, customer or subscriber agreeing to or accepting these terms.

1. AGREEMENT DOCUMENTS: 

   1. The “Agreement” consists of the following documents, which together form the entire agreement between the parties:

      1. Placement Agreement – The main body of the Agreement outlining the key terms and obligations of the Parties and executed by the Parties.

      2. Appendices – Any schedules, exhibits, or attachments referenced in the Agreement.

      3. Placement Terms Of Service – These terms and conditions. 

      4. Amendments – Any mutually agreed written modifications, addenda, or amendments to the above documents.

2. PLACEMENT GRANT: 

   1. The RECIPIENT hereby agrees for INTUITIVE to deliver, install and support of the Oscar Sort hardware units at the RECIPIENT locations (the “Placement”) as identified in the Placement Agreement. 

   2. The number of Oscar Sort units available to the RECIPIENT for Placement shall be at the sole discretion of INTUITIVE. The opportunity for Placement may vary depending on whether the RECIPIENT is participating under a Prime Sponsor-funded program or a paid subscription model, as specified in the Placement Agreement. 

   3. The RECIPIENT shall not place, permit, or cause any lien or security interest on INTUITIVE’s Oscar Sort units, nor shall it represent to any third party that it has any ownership or security interest in the units.

   4. INTUITIVE retains all right, title, and interest in and to the Oscar Sort units. This Agreement does not transfer ownership to RECIPIENT but grants only the right to use the units during the Term, subject to its terms. Upon expiration or termination of this Agreement, INTUITIVE may remove or reclaim the Oscar Sort units at its sole discretion.

   5. INTUITIVE may, at its discretion, modify the Services or the Oscar Sort platform, including content delivery, analytics features, and AI behavior, to enhance service quality, improve user experience, comply with Applicable Law, or maintain system performance.

   6. Each Party shall designate a service manager as the primary point of contact for all day-to-day matters related to this Agreement. The service manager shall have the authority to provide necessary consents and approvals. Each Party shall ensure its service manager has the appropriate expertise and shall use commercially reasonable efforts to maintain continuity in this role.

3. LICENCE   

   1. Subject to and conditioned on the RECIPIENT payment of Fees and compliance with all the terms and condition of the Agreement, INTUITIVE hereby grants RECIPIENT a limited, revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use Oscar Solution  during the Term solely for internal business operations by Authorized Users. INTUITIVE will provide the RECIPIENT the access credentials to access and use Oscar Solution. 

   2. RECIPIENT may view, analyse and retain copies of the data presented through Oscar Solution solely for internal business operations. 

   3. INTUITIVE retains all ownership and Intellectual Property Rights in  and to any data, information, content, records and files captured through the Services except for RECIPIENT Data. 

4. PRIME SPONSOR

   1. INTUITIVE may from time to time secure a Prime Sponsor to fund and/or subsidize Placement Fees and other costs. Such sponsorship arrangements shall be between the Prime Sponsor and INTUITIVE.

   2. Where RECIPIENT Placement is supported by a Prime Sponsor, INTUITIVE will include any additional terms and conditions that shall apply to the Agreement for the term of the sponsorship. 

   3. The Parties hereby agree the condition of Placement through a Prime Sponsor is disclosure of RECIPIENT to Prime Sponsor and associated usage statistics. 

   4. The Sponsorship Agreement may be amended from time to time. INTUITIVE will provide prior notice to the RECIPIENT in the event of material changes to funding of Placement through the Sponsorship Agreement. 

   5. This section applies where the RECIPIENT’s Placement is supported by a Prime Sponsor. Where the Placement is based on a subscription model, the provisions in this section do not apply.

5. RECIPIENT RESPONSIBILITIES

   1. The RECIPIENT must at all times ensure that RECIPIENT Personnel are aware and comply with the conditions as provided in the Agreement when handling and using the Oscar Sort units.

   2. RECIPIENT shall take all reasonable measures to ensure that the Oscar Sort units remain secure and operational at all times. This includes, but is not limited to, preventing vandalism, theft, unauthorized access, tampering, disconnection from power sources, and interference with network connectivity (including Wi-Fi access where applicable). RECIPIENT shall promptly notify INTUITIVE of any incidents affecting the functionality, security, or placement of the units and shall cooperate in implementing corrective measures as necessary.

   3. The RECIPIENT shall be solely responsible for maintaining and/or obtaining waste and recycling services from third parties. The RECIPIENT shall ensure that such services are in place and maintained throughout the Term to accurately dispose of all materials collected in and around the Oscar Sort units.

6. CONTENT GUIDELINES

   1. INTUITIVE shall have the sole discretion to determine and manage content displayed on the Oscar Sort units unless otherwise agreed.

   2. The Parties agree that all content displayed on Oscar Sort units shall comply with the following content restrictions: the content shall not promote, endorse, or include:

      1. Unlawful Activities: Any goods, services, or activities that are illegal under Applicable Law;

      2. Obscene or Adult Content: Content containing nudity, sexual content, explicit language, or other adult material;

      3. Weapons & Explosives: Any promotion of firearms, ammunition, explosives, or weapons of any kind;

      4. Tobacco & Related Products: Content promoting smoking, vaping, tobacco products, or cannabis.

   3. Any violation of the Section 6(b)  will result in immediate removal of offending content on notice to the other party. 

7. GENERAL SUPPORT SERVICES

   1. To assist in resolving technical problems with the Services, INTUITIVE, or its agents on behalf of INTUITIVE, may provide telephone and/or online access to its helpdesk or provide self-help tools. 

   2. RECIPIENT may request to assist with any of the following: (i) issues caused by RECIPIENT or third party information or materials; (ii) any Services, or any versions of Services, that INTUITIVE has advised RECIPIENT are unsupported; (iii) issues caused by RECIPIENT failure to follow instructions or specifications; (iv) Services not located in or conforming to the operating environment specified in the Agreement; (v) issues caused by accidents, modifications, support, relocation or misuse of the Service not attributable to INTUITIVE; or (vi) RECIPIENT networking or operating environment. Additional Charges in respect of such assistance may apply.

   3. The RECIPIENT is responsible for basic troubleshooting with the support from INTUITIVE such as adjustments needed to the like camera angle adjustments, reconnecting power cables, turning the display ON/OFF, adjusting volume, and other items required. INTUITIVE reserves the right to charge the RECIPIENT Support charges if the RECIPIENT fails to initiate basic troubleshooting and INTUITIVE are required to physically attend at the RECIPIENT premises.

8. FEES AND PAYMENT

   1. In consideration for the Services provided by INTUITIVE, RECIPIENT shall pay the fees set forth in the Agreement. 

   2. From time to time by mutual agreement, INTUITIVE and the RECIPIENT may amend,  expand and/or change the required Services and Hardware provided under the Agreement.  Any amendments or additions to Hardware and Services provided may be addressed by an addendum to the Agreement and should there be additional costs incurred by INTUITIVE for  supplying the agreed upon changes, and any hardware recovery costs may be adjusted by mutual agreement.  

   3. All payments shall be due upon receipt of invoice. RECIPIENT shall provide any necessary purchase order (PO) details or requirements prior to invoicing to avoid delays in processing payments.Payment shall be made in accordance with the invoicing instructions provided by INTUITIVE.

   4. Where the Placement is under a subscription model, the fees for the Services will be invoiced in advance on an annual basis. Where a Prime Sponsor is applicable, fees may be covered in whole or in part by such Sponsor, as outlined in the Agreement.

   5. All Fees and other amounts payable by RECIPIENT under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, RECIPIENT is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government, financial institution or regulatory authority on any amounts payable by RECIPIENT hereunder, other than any taxes imposed on INTUITIVE’s income. If at any time any Applicable Law requires RECIPIENT to make any deduction or withholding from payment of the Fees, the sum due from RECIPIENT with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, INTUITIVE receives a net sum equal to the sum which INTUITIVE would have received had no deduction or withholding been required. RECIPIENT is responsible for any electronic funds transfers, transfer or other related service fees or charges related to payment to INTUITIVE.

   6. RECIPIENT will reimburse expenses related to INTUITIVE performance of on-site services as requested under applicable written agreement and in accordance with RECIPIENT travel policies (where agreed to apply). INTUITIVE will provide such reasonable receipts or other documentation of expenses as RECIPIENT may reasonably request.

   7. All monetary amounts are stated and shall be paid in USD unless otherwise stated in the Agreement documents signed by the Parties.

9. LATE OR NON-PAYMENT.

   1. The RECIPIENT agrees to make all payments on time. If any undisputed payment is not received when due, INTUITIVE may, after providing written notice and a 30-day grace period, suspend or terminate the Services. The RECIPIENT will be responsible for any reasonable costs associated with the collection of overdue amounts, including attorney's fees, court costs, and collection agency fees. INTUITIVE may recover costs for the removal of any Oscar Units if the Agreement is terminated.

10. TERM AND TERMINATION

    1. The Agreement shall commence on the Effective Date and continue in effect until the expiry as agreed in the executed Agreement, unless terminated earlier pursuant to the terms. 

    2. Where the Placement is sponsored, RECIPIENT may terminate the Agreement at the end of each calendar year with ninety (90) days’ prior written notice. Where the Placement is subscription-based, early termination by RECIPIENT for convenience is not permitted.

    3. On exercising early termination by RECIPIENT where permitted, RECIPIENT to pay a decommissioning fee. INTUITIVE will provide the reasonable fee for the costs and expenses INTUITIVE may encounter in engaging technicians, disassembling, packing, removing and shipping the Oscar Sort units. 

    4. INTUITIVE may terminate the Agreement on 30 days prior written notice to the RECIPIENT. 

    5. Either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and

    6. Either party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party:

       1. Becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;

       2. Files, or has filed against it, a petition for voluntary bankruptcy or otherwise becomes subject, voluntarily or involuntary, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; 

       3. Makes or seeks to make a general assignment for the benefit of its credits; or 

       4. Applies for or has appointed a receiver, trustee custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

       5. RECIPIENT or any Authorized Users uses the Services to disrupt or pose a security risk to INTUITIVE systems, or is used in a fraudulent way or for illegal activities;

       6. There is a Force Majeure event lasting more than 30 days.

    7. On termination, notwithstanding anything to the contrary in the Agreement, INTUITIVE may retain the Confidential Information (i) solely to the extent and for so long as required by Applicable Law; or (ii) in its backups, archives, and disaster recovery systems until such Confidential Information is deleted in the ordinary course, provided all such information described in this section remain subject to the confidentiality requirements of the Agreement.

    8. Unless otherwise specified in the Agreement, upon any  expiration or early termination of this Agreement:

       1. RECIPIENT shall immediately cease all use of the Services; 

       2. INTUITIVE will have no further obligation to provide any Services for the RECIPIENT;

       3. RECIPIENT shall grant INTUITIVE access to the premises to remove all Oscar Sort units without delay or obstruction. 

11. SERVICE SUSPENSION 

    1. Notwithstanding anything to the contrary in the Agreement, INTUITIVE may directly or indirectly by any lawful means suspend, either temporarily or permanently, RECIPIENT access to or use of all or any part of the Services, without incurring any resulting obligation or liability if:

       1. INTUITIVE receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires INTUITIVE to do so;

       2. Continued use of the Services by RECIPIENT places INTUITIVE at risk of non-compliance with Applicable Law;

       3. Due to Force Majeure;

       4. INTUITIVE believes in its good faith and reasonable discretion:

          1. RECIPIENT or any Authorized User has failed to comply with any material term of this Agreement, or has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirements;

          2. RECIPIENT or any Authorized User is, has been or is likely to be involved in any fraudulent, misleading, or unlawful activities; or

          3. RECIPIENT use of the Services disrupts or poses a security risk to other Services or to any other customer or vendor of INTUITIVE.

          4. There is a need to make modifications, improvements, customizations, updates and enhancements to  Services requiring downtime. 

    2. Any such suspension described in Section 11 is a “Service Suspension”. This Section 11 does not limit any of INTUITIVE’s rights or remedies whether at law, in equity, or under this Agreement.

    3. INTUITIVE shall use commercially reasonable efforts to provide written notice of any Service Suspension to RECIPIENT and to provide updates regarding resumption of access to the Services following any Service Suspension. INTUITIVE shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. INTUITIVE will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that RECIPIENT may incur as a result of a legitimate Service Suspension.

    4. In the case of a subscription-based Placement, INTUITIVE reserves the right to suspend Services in whole or in part due to non-payment or material breach. Suspension may include disabling access to the Oscar Solution, deactivating screens, or limiting content playback on the Oscar Sort units, without physically removing the hardware. During any suspension period, the RECIPIENT shall not interfere with, modify, or attempt to operate the Oscar Sort units without INTUITIVE’s written consent. INTUITIVE may recover all reasonable costs associated with removal or reactivation of units and shall be entitled to recover additional amounts for any damage, loss, or unauthorized tampering resulting from the RECIPIENT’s actions or negligence.

12. INTELLECTUAL PROPERTY RIGHTS.

    1. Ownership. Except as expressly set forth herein, no express or implied license or right of any kind is granted to RECIPIENT regarding the Oscar Sort, Oscar Solution, INTUITIVE Intellectual Property, or any part of the foregoing, including any right to obtain possession of any source code, data or other technical material relating to INTUITIVE Intellectual Property. All Intellectual Property made available or disclosed to RECIPIENT in the provision of the Services are and shall remain the sole and exclusive property of INTUITIVE and, except for the limited license to use the Intellectual Property as part of your use of the Services in accordance with this Agreement, no right, title, or interest is granted in the Intellectual Property.

    2. Nothing in this Agreement grants any right, title, or interest in or to (including any licence under) any IP Rights in or relating to, the Services, Oscar Sort, Oscar Solution, INTUITIVE Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, Oscar Sort, Oscar Solution, the INTUITIVE Materials, and the Third-Party Materials are and will remain with INTUITIVE and the respective rights holders in the Third-Party Materials.

    3. Data. RECIPIENT retains all ownership and intellectual property rights in RECIPIENT Data, as defined in this Agreement. INTUITIVE retains all ownership and IP Rights in INTUITIVE Data, including any data, images, and aggregated statistics collected or generated through the Services. INTUITIVE may monitor RECIPIENT’s use of the Services and collect, compile, and analyze such data and images. INTUITIVE may (i) make aggregated statistics publicly available in compliance with Applicable Law and (ii) use aggregated statistics and other collected data for any lawful purpose, provided that such use does not identify RECIPIENT or disclose RECIPIENT’s Confidential Information.

    4. Use Restrictions. RECIPIENT shall not use the Services for any purposes beyond the scope of the access granted in the Agreement. RECIPIENT shall not at any time, directly or indirectly, and shall not permit any Authorized Users, to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Documentation; access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other INTUITIVE customer, or that violates any Applicable Law. 

13. COMPLIANCE.

    1. INTUITIVE captures data and images through the Services; however, such images are pixelated to prevent the identification of individuals and, as such, do not constitute Personal Data under applicable privacy laws. Notwithstanding this, INTUITIVE shall implement appropriate technical and organizational security measures to protect all collected data and will comply with Applicable Laws and its Privacy Policy, as updated from time to time.

    2. To the extent required by law, INTUITIVE and RECIPIENT shall reasonably cooperate in addressing any privacy-related inquiries or compliance obligations. The Parties will also collaborate on appropriate signage associated with the Service to inform individuals about the use of cameras and data processing practices.

    3. Each Party agrees to comply with all Applicable Laws, regulations, and industry standards, as may apply to them, including but not limited to privacy laws such as the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA), and any other relevant data protection and privacy laws, as well as any other laws that may govern the activities under this Agreement. Each Party will ensure that their actions and obligations under the Agreement comply with these laws, including any requirements related to the collection, use, storage, and sharing of data.

    4. INTUITIVE’s privacy notice for the processing of personal information is available at www.intuitiveai.ca/privacy-policy and may be updated from time to time without notice to the RECIPIENT. 

    5. Insurance. Each party shall maintain, at its own expense, insurance coverage appropriate to its obligations under this Agreement and in accordance with industry standards. Upon written request, INTUITIVE shall provide the RECIPIENT with a certificate of insurance evidencing its coverage.

14. WARRANTY DISCLAIMER.

    1. Each Party represents, warrants, and covenants that:

       1. it has the full power and authority to enter into and perform this Agreement;

       2. it will comply with all Applicable Laws in carrying out its obligations under this Agreement; and

       3. the RECIPIENT has obtained all necessary consents to collect, use, store, process, disclose, and delete RECIPIENT Data through the Service and make such data available to INTUITIVE or its partners as needed for the purposes of providing the Service.

    2. INTUITIVE may provide updates or guidance based on local, municipal, or regional waste management regulations, where available. However, such updates are provided for informational purposes only and are not guaranteed to be complete or current. RECIPIENT remains solely responsible for ensuring compliance with all applicable waste and recycling laws at its location(s).

    3. RECIPIENT acknowledges that INTUITIVE provides an educational tool and is not responsible for RECIPIENT’s recycling policies, practices, or regulatory compliance. INTUITIVE assumes no obligation to ensure compliance and is not liable for any claims related to RECIPIENT’s recycling efforts. The Services and technology do not certify compliance with any recycling laws or regulations, and RECIPIENT remains solely responsible for meeting all applicable environmental and waste management requirements. Reports and insights provided through the Oscar Solution are for informational purposes only and are not a substitute for professional or regulatory advice. Use of the Oscar Sort units or any reporting does not imply certification, validation, or endorsement of the RECIPIENT’s recycling policies or practices.

    4. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, INTUITIVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (AND ANY PART THEREOF) IS PROVIDED "AS IS" AND "AS AVAILABLE." INTUITIVE MAKES NO WARRANTIES UNDER THIS AGREEMENT WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, HARDWARE, OR OTHER PRODUCT OR SERVICE EMBEDDED IN OR INCLUDED WITH THE SERVICE OR FURNISHED TO THE RECIPIENT BY INTUITIVE.

    5. TO THE EXTENT PERMITTED BY APPLICABLE LAW, INTUITIVE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, INTUITIVE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO THE RECIPIENT IN CONNECTION WITH THE RECIPIENT’S USE OF THE SERVICE (OR ANY PART THEREOF) IS ACCURATE OR CAN OR SHOULD BE RELIED UPON BY THE RECIPIENT FOR ANY PURPOSE WHATSOEVER.

15. CONFIDENTIALITY.

    1. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 15.b, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, Intellectual Property, Personal Data, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”.

    2. Confidential Information does not include any information that (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; (iv) was or is independently developed by the Receiving Party or its Representatives without reference to or use of any Confidential Information; (v) was at the time of disclosure in the possession of the Receiving Party or any of its Representatives and was obtained without an obligation of confidence; or (vi) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.

    3. As a condition to be provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

       1. not make any unauthorized use or disclosure, in whole or in part, of the Confidential Information or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

       2. Except as may be permitted under Section 15.d, not to disclose or permit access to Confidential Information other than to its Representatives who

          1. need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights and performance of its obligations under and in accordance with this Agreement;

          2. have been informed of the confidential nature of the Confidential Information; and

          3. are subject to confidentiality duties or obligations to the Receiving Party which are no less restrictive than the terms applicable to the Confidential Information under this Agreement.

       3. Protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and

       4. Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.

    4. Permitted Disclosure. Notwithstanding the foregoing, Receiver may disclose Confidential Information: (i) to perform under or enforce the terms of this Agreement; (ii) to protect the security or integrity of the Services; (iii) in connection with a change of control or a potential change of control of the Parties; or (e) compelled by Applicable Law, provided that reasonable measures are used to preserve the confidentiality of the Confidential Information being disclosed and the Disclosing Party is provided reasonable notice of same. In each of the foregoing cases, the Party will disclose only such Confidential Information as it believes, in good faith, is necessary.

    5. Publicity. During the Term, the Parties will collaborate from time-to-time on co-branded marketing resources,  including case studies, press releases, or other general publicity matters.  RECIPIENT hereby grant INTUITIVE a non-exclusive, worldwide, royalty-free and fully paid license to use, display, mention Your name, logo and/or mark in INTUITIVE marketing material and statements (whether oral or in writing) including any press release, external advertising, marketing or promotion materials regarding the Service or its business for the duration that RECIPIENT IS in contract with INTUITIVE. You may withdraw this license at any time by emailing legal@intuitiverobotics.ca.

16. INDEMNITY. 

    1. INTUITIVE INDEMNIFICATION: 

       1. INTUITIVE shall indemnify, defend, and hold harmless RECIPIENT from and against any and all losses, damages, liabilities, and reasonable legal fees (collectively"Losses") incurred by RECIPIENT resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") alleging that the Services, when used in accordance with this Agreement, infringes or misappropriate such third party's Intellectual Property Rights under Canadian law, included patents, trade-marks, copyrights, or trade secrets, provided that RECIPIENT: (A) promptly notifies INTUITIVE in writing of the Third Party Claim, (B) reasonably cooperates with INTUITIVE in the defense; (B) grants INTUITIVE sole control over the defense and settlement of Third-Party Claim.

       2. If such a claim is made or, in INTUITIVE’s reasonable opinion, is likely to be made,  RECIPIENT agrees to permit INTUITIVE, at its sole discretion and expense, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the rights necessary for RECIPIENT to continue use; (C) if neither (A) or (B) is commercially reasonable, terminate this Agreement, in its entirety or with respect to the affected component or part, with immediate effect by written notice.

       3. This indemnity in 16a will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by or expressly authorized by INTUITIVE in writing; or (B) modifications to the Services not made by or on behalf of INTUITIVE.

       4. Sole Remedy. THIS SECTION 16A STATES RECIPIENTS SOLE AND EXCLUSIVE REMEDY AND INTUITIVES ENTIRE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED INFRINGEMENT OF IP RIGHTS. IN NO EVENT WILL INTUITIVES LIABILITY UNDER THIS SECTION 16A EXCEED FIFTY THOUSAND DOLLARS ($50,000).

    2. RECIPIENT INDEMNIFICATION:

       1. The RECIPIENT shall release, defend, indemnify, and hold harmless INTUITIVE from and against any and all claims, liabilities, penalties, damages, losses, and reasonable legal fees arising out of or related to:

          1. RECIPIENT’s recycling policies, practices, or representations, including any  allegations of non-compliance with environmental laws or misleading sustainability claims;

          2. any Third-Party Claim that RECIPIENT Data, or the use of RECIPIENT Data in accordance with this Agreement, infringes or misappropriates a third party’s IP Rights; or

          3. any Third-Party Claim arising from (i) the negligence or wilful misconduct of RECIPIENT or its Authorized Users; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided or expressly authorized in writing by INTUITIVE in writing; or (iv) modifications to the Services not made by or on behalf of INTUITIVE.

       2. RECIPIENT may not settle any such Third-Party Claim without INTUITIVE’s prior written consent. INTUITIVE shall have the right, at its option and expense, to participate in or assume the defense of any such claim with counsel of its own choosing.

17. LIMITATIONS OF LIABILITY.

1. IN NO EVENT WILL INTUITIVE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 16A(IV), IN NO EVENT WILL INTUITIVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID AND AND PAYABLE TO INTUITIVE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TEN THOUSAND DOLLARS ($10,000).

18. GENERAL PROVISIONS.

    1. All legal notices will be in writing and addressed to the attention of the other party’s General Counsel (or chief legal officer) of its Legal Department unless notified otherwise. All notices shall be in English and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to have been received the day after such notices are sent. All legal notices to INTUITIVE  shall be sent to legal@intuitiverobotics.ca along with a hard copy to Intuitive Robotics, Inc., 1200 – 555 West Hastings Street, Vancouver, B.C., V6B 4N6, CANADA 

    2. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to, pandemic or epidemic, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, act of terrorism, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree (“Force Majeure”).

    3. Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. For greater certainty, all amendments will, upon execution, form part of this  Agreement. 

    4. Enforceability. Failure to enforce any provision will not constitute a waiver. If any provision of this Agreement is found unenforceable, the balance of this Agreement will remain in full force and effect.

    5. Relationship. The Agreement shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of the Agreement. No party shall have and shall not represent itself as having any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.

    6. Third Party Beneficiaries. No person or entity will be a third party beneficiary of this Agreement or have any right or cause of  action hereunder. 

    7. Assignment. This Agreement may not be transferred or assigned by either party without the prior written consent of the other party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may transfer or assign this Agreement (a) to an Affiliate; (b) in the event of a sale, merger or other transfer of substantially all of its business and assets; or (c) in the event of a sale or transfer by INTUITIVE of the Services and substantially all of INTUITIVE’S business components required to operate the Services, without the other party’s consent. The terms and conditions of this Agreement shall enure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns.

    8. Interpretation. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as “without limitation” or “but not limited to”) is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement. It is intended that this Agreement shall not violate any Applicable Law and the unenforceability or invalidity of any provision (in accordance with a court’s ruling) shall not affect the force and validity of the remaining provisions and such provisions determined to be invalid shall be deemed severed from this Agreement and, to the extent possible, be replaced with terms which as closely as possible approximate the interest and economic intent of such invalid provisions.

    9. Governing Law. This Agreement, including all matters arising from or relating to it, shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of British Columbia.

    10. Survival. The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement: Section 8 (Fees and Payment), Section 10 (Term and Termination), Section 12 (Intellectual Property Rights), Section 13 (Compliance), Section 15 (Confidential Information) Section 16 (Indemnity), Section 17 (Limitations of Liability), and Section 18 (General Provisions).

    11. Entire Agreement. This Agreement and any referenced exhibits or other documents therein constitutes the entire understanding of the parties with respect to this subject matter. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) FIRST,  the executed Agreement body excluding its exhibits or addendums (2) SECOND, the exhibits and addendums of the Agreement (3) THIRD, these Placement Terms of Service (4) FOURTH, any other documents incorporated herein by reference. However, the provisions of an exhibit or addendum will prevail over the body of the Agreement to the extent that it expressly refers to the provisions of the body of the Agreement over which it prevails. If the RECIPIENT issues a purchase order in connection with the purchase, such purchase order shall be solely for RECIPIENT’s internal administrative purposes and to facilitate payment. In no event shall the terms of such purchase order modify or become part of this Agreement or become binding on INTUITIVE even if INTUITIVE signs an acknowledgment copy of such purchase order.

    12. Counterparts. The Agreement may be signed in counterparts. An electronic signature using a qualified electronic  certificate or facsimile signature will be treated in all respects as having the same effect as an original  signature. 

    13. Definitions: Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meaning:
        

“AFFILIATE” - means, with respect to a party, any person, partnership, joint venture, corporation, or other entity, that directly or indirectly controls, is controlled by, or is under common control with such party.

“APPLICABLE LAW”-  means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the provision of the Services and RECIPIENT’s use thereof, including without limitation, data protection and privacy laws.

“AUTHORIZED USERS” - means RECIPIENT employees, consultants, contractors, agents or anyone whom RECIPIENT provides access and use of Oscar Sort Solution under the rights granted pursuant to this Agreement.

“DOCUMENTATION’ - any user documentation related to the use or operation of the Oscar Sort, Oscar Solution or other INTUITIVE technology each as made available by INTUITIVE electronically or otherwise in writing.

“HARDWARE” or “OSCAR SORT”– means the Oscar Sort units or other such equipment which is provided for use at the RECIPIENT site under this  Agreement. 

“INTUITIVE DATA” –  means all raw data captured by the Oscor Sort system’s sensors, including images and any derivative data such as sorting results, performance metrics, and analytical outputs. This data is generated through the use or presence of Intuitive-owned or -placed equipment and is stored exclusively in Intuitive-managed systems. For clarity, Intuitive Data does not include data independently collected by the Recipient through a separate engagement—such as scanning QR codes or inputting information—where such data is stored outside of Intuitive systems and not derived from the equipment’s core functionality.

“INTUITIVE MATERIAL” – means Intuitive Services, Software, Hardware and information technology infrastructure and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Intuitive or any its third party it appoints in connection with the Services. For avoidance of doubt, INTUITIVE Materials includes aggregate information and any information, data, or other content derived from monitoring of  access to or use of the Services, but does not include RECIPIENT Data.

“IP RIGHTS” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.

“INTELLECTUAL PROPERTY” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.

“MTR” - means the minimum total recovery for the Oscar Sort hardware units as identified in the Agreement.  

“OPTIONAL SERVICES” – means any additional services mutually agreed upon and contracted between the Parties. This  may include items like special waste diversion activations / user engagements,  additional waste audits, optional equipment upgrades, insurance or coverage of theft and vandalism. 

“PLACEMENT” – means the arrangement between INTUITIVE and a RECIPIENT for placement, and ongoing standard maintenance of Oscar Units at RECIPIENT locations subject to the terms of this Agreement. 

“PLACEMENT AGREEMENT” – means the entire agreement between INTUITIVE and RECIPIENT,  for the placement of the Oscar Sort Units including these terms and conditions, and schedules, addendums or exhibits referenced therein, and any Order Form in effect. 

“PLATFORM FEE: - One-time fee granting RECIPIENT’s access to the Oscar Solution as identified in Fees and Payment schedule.

“PRIME SPONSOR” – means individuals, organizations or companies which may from time  to time sponsor the placement of Oscar Sort units through their arrangement with INTUITIVE.

“RECIPIENT DATA” -  means data created solely by the Recipient that is unrelated to Intuitive-owned or -placed equipment or systems, except where the Recipient has independently initiated a separate engagement or process to collect data (e.g., through QR codes or similar methods) presented on or near the Oscor Sort machines. This includes internal business records, personnel data, operational metrics, or other information captured outside of Intuitive-managed systems. Such data remains the property of the Recipient, provided it is not derived from or does not duplicate Intuitive Data.

“RECIPIENT PERSONNEL” - means employees, contractors, consultants, representatives or agent of RECIPIENT. 

“REPORTING” – means standard waste analytics and reporting supplied by INTUITIVE. 

“SERVICES” – means INTUITIVE’s provision of software, reporting, waste data, waste audits  and on -going service support for Oscar Sort units. 

“SOLUTION” OR “SOFTWARE” – means INTUITIVE’s software which works in conjunction with  the Oscar Sort units providing waste data, analytics and reporting.

“THIRD-PARTY MATERIALS” - means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to INTUITIVE.