END USER LICENSE AGREEMENT FOR BRAIN CORPORATION’S AUTONOMOUS MOBILE ROBOT NAVIGATION SOFTWARE (For Sunbelt’s Lessees)

This End User License Agreement (this “agreement”) explains the special terms of use of the software and autonomy services, and the terms and conditions of your license with Tennant’s technology partner, Brain Corporation, a California Corporation.

Please read the details contained in this agreement to ensure that you are fully informed.

Introduction

This agreement covers the terms and conditions for the use of any Brain Corporation (“Brain”) autonomous navigation software (“software”) contained on any Tennant robotic scrubber (“robotic scrubber”). This agreement forms a legallybinding contract between you and Brain for the use of the software and robotic scrubber(s).

1. Accepting this License

By (a) using the software or the autonomy features, or (b) executing an order form or other agreement that references thisagreement, you agree to be bound by the terms and conditions of this agreement, including its limitations on access, use, transferability, warranty and liability. In addition, you are agreeing that you have the authority to bind yourself (or your employer or other entity on whose behalf you are agreeing) to the terms and conditions of this agreement. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to these terms and conditions, you may not use the software or the autonomy features or exercise any of the rights granted by this agreement.

2. Autonomy Services

During the initial period specified in the purchase order, lease agreement or other agreement for your use of the robotic scrubber and any additional extension of access to the autonomy features, you will be provided the following services (the “autonomy services”):

  1. Autonomy Features. With the autonomous navigation and other features of the software (the “autonomy features”) enabled for a robotic scrubber, the robotic scrubber can clean along routes that you pre-configure. You are solely responsible for the design of all pre-configured routes. Without the autonomy features enabled, therobotic scrubber will not be able to operate autonomously but can be used in manual operation.
  2. Support Services. Tennant will provide first level service on your robotic scrubber. Brain, if necessary, will provide you software support services either directly or through Tennant from a robot operations center (“ROC”), which provide the following, as applicable: (a) cloud-connectivity for remote diagnosis of problems and support relating to the autonomy features; (b) software updates for safety-critical or new software features; and (c) summary data onthe usage and operation of each robotic scrubber.

3. Use of the Software and Autonomy Features by You

You must comply with the usage rules established below that apply to all robotic scrubbers:

  1. You agree that you are responsible for the operation and use of the autonomy features by you and your employees, agents, and contractors and any transferee or other entity that you permit to use the robotic scrubber (“permitee”). Use of the autonomy services and the autonomy features carry the following restrictions and limitations on use as provided in this Section 3 (the “restrictions on use”).
  2. You agree to use the software, autonomy services, or the autonomy features only for purposes that are permitted by (a) this agreement, and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States, orsuch other country in which you use the robotic scrubber).
  3. Approved Uses. The autonomy features allow the robotic scrubber to learn actions performed by an operator and later autonomously perform similar actions based on that learning. Notwithstanding the restrictions on use in this Section 3, you, your employees, agents, contractors, and other permitees, shall only use the robotic scrubber and autonomy services to clean areas and surfaces reasonably cleaned by a manual scrubber of comparable build and design to the base scrubbing unit of the robotic scrubber in “approved environments.” Specifically, these approved environments are physical spaces that are monitored and designated for cleaning using industry standard practices for machinery and wet floors, including caution signage and barriers. You, as well as your employees, agents, contractors, and other permitees, shall use the autonomy services in accordance with the training and the robotic scrubber’s user manuals. These manuals may be updated, revised or otherwise modifiedby Tennant or Brain from time to time.
  4. Training. Tennant shall provide training to you for the operation and use of the robotic scrubber and associated autonomy services.  This training includes operation subject to the restrictions on use described in this Section 3. After you have completed the training for the robotic scrubber, you will be responsible for instructing all operators of the robotic scrubber how to use the robotic scrubber and autonomy services in accordance with the training.Tennant reserves the right to charge for additional on-site training requests.
  5. Cellular Connection. During operation, if access to cellular data is not available for a robotic scrubber, Brain may not be able to provide that robotic scrubber the applicable support services from the ROC described in paragraph2.2. Text alert communications require you to provide a cellular phone with cellular service.
  6. Proper Maintenance and Inspections. You, as well as your employees, agents, contractors, and other permitees, shall only use the software and the autonomy features so long as the robotic scrubber is maintained and operated in accordance with the training and the robotic scrubber’s user manuals. This maintenance and operation shall include, but not  be limited to, (a) inspection of the robotic  scrubber prior  to operation to ensure, among other things, squeegees are properly positioned and cleaned, liquids are filled, and there is no obvious damage to the robotic scrubber, and (b) maintenance and routine service at least in accordance with industry standards for manual scrubbers. All robotic scrubbers are to be stored in a reasonably secure location away from public access.
  7. Conduct Restrictions. You, as well as your employees, agents, contractors, and other permitees, shall not engage in any of the following conduct or activities: (a) operating a robotic scrubber in any manner that constitutes a prohibited use under the robotic scrubber’s user manuals or periodic updates; (b) intentionally tampering with, modifying, or damaging the robotic scrubber or any hardware or sensors containing or associated with the software or  the autonomy services; (c)  installing or modifying, or attempting to install  or modify, any software other than the software on the robotic scrubber (except solely as otherwise permitted under pursuant to any open source licenses, if any, provided to you by Brain, in connection with the software licensed hereunder); (d) installing orattempting to install the software on any hardware or

device other than the robotic scrubber; (e) using the software or the autonomy services to conduct any operation of the robotic scrubber beyond routine cleaning functions within an approved environment; or (f) attempting to deliberately damage or undermine the legitimate operation of the autonomy services or the software. The robotic scrubbers, software, and autonomy services are not designed or intended for use in environments requiring fail-safe performance, including any application in which the failure of the robotic scrubbers, software, and autonomy services would reasonably likely lead directly to death, personal injury, or severe property damage.

4. License from Brain

  1. Subject to the terms of this agreement, Brain is granting you a royalty-free, non-sublicensable, and non- exclusive license solely during the period when you have access to the autonomy services as provided in Section 2 and solely for your use (or your use on behalf of your employer or entity on whose behalf you are agreeing) of the software in the country in which Tennant delivered the robotic scrubber to you in conjunction with (a) the robotic scrubber pre-loaded with the software that you acquired and (b) the autonomy services. “Use” as used in this paragraph shall mean the ability to run or execute the software through an interface on the robotic scrubber as necessary to navigate and operate the robotic scrubber autonomously in an approved environment in accordance with Section 3.
  2. All rights not specifically granted under this agreement are reserved by Brain and/or Tennant, as applicable. THE SOFTWARE IS LICENSED, NOT SOLD. YOU ARE PERMITTED TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF, AND ONLY AS EXPRESSLY ALLOWED BY, THIS AGREEMENT.  Your license confers no title or ownership in the software and should not be construed as a sale of any rights in the software.  This agreement also applies to any patches or updates you may obtain for the software, and to the software on any robotic scrubber that you use.
  3. You agree and acknowledge that Brain, its affiliates and its licensors own all legal right, title and interest in and to the software (including any patches and updates to the software and all copies), including any intellectual property rights that subsist in the software. "Intellectual property rights" means any and all rights under patent law, copyright law, moral rights, trade secret law, trademark law, and all other proprietary rights. Brain reserves all rights not expressly granted to you.  Brain’s software is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws of the country in which you use the robotic scrubber.
  4. You may not: (a) copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the software or any part of the software; or (b) sell, rent, lease, license, distribute or otherwise transfer, commercialize, or offer or provide a service with, any software or device (other than the robotic scrubber asprovided to you) incorporating the software or any part of the software.
  5. Nothing in this agreement gives you a right to use any of Brain’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
  6. You agree that you will not remove, obscure, or alter any proprietary rights notices (including patent, copyright, and trademark notices) that may be affixed to or contained within the software or the robotic scrubber.

5. Privacy and Information

To continually innovate and improve Tennant’s and/or Brain’s products and to provide additional or improved products, software, or services to current or future customers, Tennant and/or Brain may collect, and you agree to the collection of, certain data from the software or the robotic scrubber, including as provided in Brain's Data Policy (available atwww.braincorporation.com/data-privacy), as may be updated by Brain from time to time.

6. Terminating this License

  1. This agreement will continue to apply until terminated by either you, Tennant or Brain as set out below.
  2. If you want to terminate this agreement, you may do so by ceasing completely your use of the software and the autonomy features. You may be required to separately terminate your autonomy services under terms and conditions provided in your purchase order or other agreement for the use of equipment.
  3. Tennant or Brain may, at any time, immediately terminate this agreement with you if: (a) you have breached any provision of this agreement; or (b) Tennant or Brain are required to do so by law. In the event you make any use of the software, autonomy services, or the autonomy features not expressly permitted by this agreement, your license rights under this agreement shall immediately and automatically terminate. When this agreement comes to an end, all legal rights, obligations and liabilities that you, Tennant, and Brain have benefited from, been subject to (or which have accrued over  time while this agreement has been in force)   or which are expressed to continue indefinitely, shall not be affected.

7. Disclaimer of Warranties

Brain represents and warrants that the software will 1) conform to the robotic scrubber’s then-current user manuals, 2) enable autonomous navigation and operation of each robotic scrubber, subject to the restrictions on use, during the subscription term of your autonomy services; 3) not infringe on any third party intellectual property rights by your usage subject to the restrictions on use. Your sole remedy for breach of this paragraph 7 for any robotic scrubber shall be termination of the autonomy services for that robotic scrubber and a pro-rated refund of the fees paid by you for the remaining time of your autonomy services subscription for such robotic scrubber. OTHER THAN SET FORTH ABOVE IN THIS PARAGRAPH BRAIN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRAIN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING UNDER THIS AGREEMENT THAT MAY BE INCURRED BY YOU, WHETHER OR NOT BRAIN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9. Changes to this Agreement

Brain and Tennant reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this agreement and to impose new or additional rules, policies, terms, or conditions as required for safety, for compliance with laws or government regulations, and/or that do not materially impact your use of the robotic scrubber(collectively referred to in this agreement as “additional terms”) on your use of the software, autonomy services, or the autonomy features. The current version of this agreement is available at https://tennantco.com/amreula and to the extent that its terms and conditions are inconsistent with those set forth herein, they shall control and constitute the agreement. You acknowledge and agree that the terms of this agreement may be revised with additional terms from time to time by the posting of an updated version of this agreement at https://tennantco.com/amreula. The additional terms will be effective immediately and incorporated into this agreement. Your continued use of the software, autonomy services, or the autonomy features following notice, at the mailing address or email address you provided to us, of any additional terms will be deemed to constitute your acceptance of all such additional terms. All additional terms are hereby incorporated into this agreement by reference.

10. General Legal Terms

  1. This agreement constitutes the whole legal agreement governing your use of the software, autonomy services, and the autonomy features (excluding any services which Brain or Tennant may provide to you under a separate written agreement), and completely replaces any prior agreements between you, Brain,  and Tennant in relation to the software, autonomy services, and the autonomy features. Unless expressly overwritten and agreed upon in writing by Brain or Tennant, the terms and conditions of this agreement  shall control in the event of a conflict with terms and conditions in a separate purchase order, lease agreement, click-through, vendor agreement, extended service agreement, or any other instrument.
  2. THE SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
  3. The rights granted in this agreement may not be assigned or transferred by you without the prior written approval of Brain. You shall not be permitted to delegate your responsibilities or obligations under this agreement to any third party without Brain’s prior written approval.
  4. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be subject to dispute resolution provisions of the General Terms and Conditions and you agree that Brain shall have the right to enforceits rights under this agreement pursuant to such dispute resolution provisions.
  5. This agreement shall serve as the Autonomous Navigation Software End User License Agreement (“EULA”) as may be referenced by the robotic scrubber’s user manuals and other documents.

 

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