#D-Robotics-LLM Algorithm Toolchain License Agreement

This D-Robotics-LLM Algorithm Toolchain License Agreement(hereinafter referred to as the"Agreement") is entered into and between you (whether an individual, an enterprise or other entity, all simply referred to as "You") and D-Robotics, which governs your use of the toolchain software package and related documentation materials (referred to as the "Toolchain") provided by D-Robotics.

1. Definition

   1.1. "Intellectual Property Rights" refer to the intellectual property rights and other intangible rights stipulated by the laws of any jurisdiction, including but not limited to patents(invention patents, utility model patents, design patents, etc.), copyrights(including property rights and moral rights), trademarks, trade names, packaging, decoration, data, databases, trade secrets, confidential information, know-how, proprietary technology, regardless of whether the rights are registered or unregistered. Without limiting the foregoing, the Intellectual Property Rights hereunder also include the rights to apply, be granted, renewed or extended, and to claim priority, as well as all present and future similar or equivalent rights.

   1.2. "Affiliates" means any other legal entity that, directly or indirectly, controls, is controlled by, or is under common control with the party; "Control" including the related terms "controlled" and "is under common control", means having the power, whether present or future, directly or indirectly, through voting rights, contractual arrangements or otherwise, to determine the direction of the management and policies of a controlled legal entity; and, without prejudice to the foregoing, any legal entity shall be deemed to have such power of control over any controlled legal entity to the extent that such legal entity owns or controls at least fifty percent(50%) of the voting and/or proxy voting power of any outstanding voting stock or other form of ownership interest in such controlled legal entity.

2. License

   2.1. Subject to your compliance with the terms of this Agreement, D-Robotics grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license(at any time) to install and use copies of the Toolchain.

   2.2. D-Robotics reserves all rights that are not expressly granted to You. Except for the license expressly granted to You in Article 2.1 hereof, nothing in this Agreement shall be construed as licensing or transferring any ownership, Intellectual Property Rights or other interests to You by express, implied or any other means.

3. Limitations

   The following limitations and restrictions apply to your use of the Toolchain. You are responsible for the consequences of non-conformance with these limitations:

   3.1. You shall not modify the Toolchain in any form;

   3.2. You shall not reverse engineer, disassemble, decompile the Toolchain, or attempt in any other manner to obtain source code, internal structure or design of the Toolchain;

   3.3. Except as expressly authorized herein, You shall not sell, lease, sublicense, distribute, transfer or in any other form to provide or disclose the Toolchain to any third party;

   3.4. You shall not use the Toolchain in any manner that would cause the Toolchain or any part thereof to become subject to an open-source software license agreement;

   3.5. You shall not remove any copyright or other proprietary rights statements or labels from the Toolchain;

   3.6. You shall not use the Toolchain for the purpose of developing competing products or technologies or assisting a third party in such activities;

   3.7. You shall not apply for or register any form of Intellectual Property Rights regarding the Toolchain in any jurisdiction. Otherwise, You shall immediately transfer, as required by D-Robotics, such Intellectual Property Rights to D-Robotics or a third party designated by D-Robotics free of charge;

   3.8. You shall not utilize the Toolchain to support any infringement or unfair competition lawsuits or any similar claims against D-Robotics, D-Robotics' Affiliates, D-Robotics' suppliers, and their respective customers, nor file any applications that may undermine or affect the validity of the registered or applied Intellectual Property Rights of D-Robotics, D-Robotics' Affiliates, D-Robotics' suppliers, and their respective customers.

4. Disclaimer

   4.1. THE TOOLCHAIN IS PROVIDED BY HORIZON ON AN "AS IS" BASIS. HORIZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND(EXPRESS OR IMPLIED) RELATING TO OR ARSING UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, CORRECTNESS, ACCURACY, INTEGRITY, RELIABILITY, PERFORMANCE OR NON-DEFECT, NOR WILL ASSUME ANY QUALITY LIABILITY FOR ANY KNOWN OR UNKNOWN ERRORS OR DEFECTS, INCLUDING BUT NOT LIMITED TO PROVIDING NOTICES, CORRECTIONS, MODIFICATIONS OR RELEASING UPGRADE PATCHES. WITHOUT LIMITING THE FOREGOING, HORIZON DOES NOT WARRANT THAT THE TOOLCHAIN WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT ANY CERTAIN CONTENT WILL BE AVAILABLE, OR THAT THE TOOLCHAIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

   4.2. UNDER NO CIRCUMSTANCES SHALL HORIZON BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES SUFFERED BY YOU ARISING FROM THE USE OR INABILITY TO USE PART OR ALL OF THE TOOLCHAIN, INCLUDING BUT NOT LIMITED TO LOSSES FOR THE LOST REVENUE, PROFITS, DATA OR BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITIVE GOODS, AND THIRD-PARTY CLAIMS RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT OR UNFAIR COMPETITION, ADN EVEN IF HORIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   4.3. You agree to indemnify D-Robotics and its Affiliates, employees, customers, partners and other relevant personnel against any claims, liabilities, damages, losses or costs arising from your use of the Toolchain, including but not limited to third-party claims and legal fees.

5. Feedback

   You may, but are not obligated to, provide suggestions, requests, modifications, improvements, or other feedback related to this Toolchain(collectively referred to as "Feedback") to D-Robotics or a D-Robotics Affiliate. If You provide Feedback, the relevant Intellectual Property Rights thereof shall belong to D-Robotics.

6. Termination

   6.1. If You fail to comply with any terms of this Agreement, or if You initiate or participate in any lawsuits, arbitrations or any legal action against D-Robotics, its Affiliates, and/or its customers based on the Toolchain, D-Robotics is entitled the right to immediately and unilaterally terminate this Agreement. You must cease using the Toolchain and destroy all copies of the Toolchain in your possession once the Agreement is terminated.

   6.2. You may terminate this Agreement at any time by ceasing to use the Toolchain and destroying all copies of the Toolchain in your possession.

   6.3. Except for Article 2("License") of this Agreement, all other provisions hereof shall survive the termination of this Agreement.

7. Assignment

   You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of D-Robotics, and any attempt to do so shall be void and null.

8. Export Control Compliance

   8.1. You agree and undertake: (i) to strictly comply with all applicable laws and regulations relating to import and export control including China, the European Union and the United States of America(collectively referred to as "Export Control Laws and Regulations", including but not limited to the Export Administration Regulations(EAR) of the U.S. government); and (ii) not to violate the restrictive provisions of Export Control Laws and Regulations on items, destinations, end users, and end uses.

   8.2. If required by authorities or D-Robotics to conduct an export control compliance review, You shall, upon receipt of such request, promptly provide authorities or D-Robotics with information regarding the end users, destinations, and end uses related to the Toolchain, and cooperate with the compliance review.

   8.3. Notwithstanding any other provisions of this Agreement, D-Robotics has the right to terminate this Agreement immediately and unilaterally in the event that You violate Export Control Laws and Regulations, or you and your Affiliates are listed on any sanction lists of individuals or entities prohibited by the relevant government from engaging in export activities(collectively "Sanction Lists"). You shall immediately cease to use the Toolchain and destroy all copies of the Toolchain in your possession once the Agreement is terminated.

9. Laws and Jurisdiction

   9.1. The conclusion, validity, interpretation, performance, and dispute resolution of this Agreement are subject to the laws of the People's Republic of China, excluding the application of the conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods.

   9.2. Both parties agree that in case of any dispute, they shall resolve it through friendly negotiation. If the negotiation fails, either party may submit the dispute to the Beijing Arbitration Commission("BAC") for arbitration in accordance with the current rules of the Commission. The place of arbitration is in Beijing. The arbitration award is final and binding on You and D-Robotics.

10. Others

    10.1. Regarding the subject matter of the Agreement, the parties agree that the Agreement constitutes the entire and exclusive agreement between the parties regarding the use and offering of the Toolchain and supersedes all prior and contemporaneous communications and commitments. Any additional or different terms or conditions will not be binding and are null and void. This Agreement can only be modified in writing by affixing the contract seal or official seal of both parties.

    10.2. If any provision of this Agreement is unenforceable or invalid for any reason, it shall not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

    10.3. This Agreement is available in both Chinese and English versions. In case of any inconsistency between the two versions, the Chinese version shall prevail.