WHIZ PRODUCT ADDENDUM

This Whiz Product Addendum (this “Addendum”) is attached to the Order that references this Addendum and incorporated into the Agreement of which that Order is a part. This Addendum applies with respect to any “Whiz” Machines that Customer purchases, or to which Customer subscribes, under the Order. All capitalized terms not defined herein shall have the meaning assigned to them in the Agreement.

  1. Insurance. Customer shall name SoftBank Robotics America, Inc., a Delaware corporation (“SBR”) as an additional insured, and include SBR as a loss payee with respect to any damage to a Machine, in each case under the insurance policies maintained by Customer pursuant to the Agreement. Each such policy will contain a waiver of subrogation in favor of SBR. Customer shall ensure that the following mailing address is associated with SBR in each such policy: SoftBank Robotics America, 150 California St, Suite 10, San Francisco, CA 94111.
  2. Indemnification. Customer shall indemnify, defend and hold SBR and its officers, directors, employees, agents and stockholders harmless from and against any and all claims for which Customer has indemnification obligations to ICE under the Agreement, such that Customer’s duties are owed to each of ICE and SBR thereunder.
  3. Ownership. Customer acknowledges that SBR retains certain rights, including intellectual property rights, in and to each Machine and shall not, either directly or indirectly, do or cause anything to be done that would challenge SBR’s rights in such Machine.
  4. Third-Party Beneficiary. ICE and Customer acknowledge and agree that SBR is a third-party beneficiary of this Addendum, having the right to enforce Sections 1, 2 and 3 of this Addendum against Customer.
  5. Brain EULA. Each Machine contains autonomous navigation and other features manufactured by Brain Corporation. The terms of the End User License Agreement for Brain Corporation’s Autonomous Navigation Software found at http://ice4usa.com/oldicerobo/brain-corp-whiz-eula/ (as may be updated from time to time by Brain Corporation), in addition to the terms of the Agreement, shall govern Customer’s use of such Machines.
  6. Survival. Sections 2, 3, 4, 5, and 6 of this Addendum will survive the termination or expiration of the Agreement.
  7. Routine Maintenance. Customer agrees that, as part of the routine maintenance performed by Customer pursuant to the Agreement, Customer will at all times ensure that the cameras, sensors and other external components of each Machine used for autonomous navigation are clean and undamaged before operating such Machine.