HumanoidX Technologies

Master Robotics Services, Rental, Deployment & Technology Agreement

Version 1.1 — Prepared July 2026 · Québec, Canada

1. Parties & Background 2. Definitions 3. Agreement Framework 4. Scope of Services 5. Orders, Changes & Acceptance 6. Deployment Planning & Site 7. Safety, Supervision & Control 8. Client Responsibilities 9. Acceptable & Prohibited Use 10. AI, Autonomy & Human Review 11. Equipment Ownership & Risk 12. Personnel, Training & Access 13. Support, Maintenance & Updates 14. Third-Party Technology 15. Client Content & Branding 16. Data, Privacy & Biometrics 17. Cybersecurity & Incidents 18. Telemetry & Data Rights 19. Intellectual Property 20. Research & University Activities 21. Hardware Sales, Leasing & Financing 22. Fees, Taxes, Deposits & Payment 23. Scheduling, Cancellation & Delays 24. Compliance with Laws & Permits 25. Insurance 26. Warranties 27. Disclaimers 28. Indemnification 29. Limitation of Liability 30. Confidentiality 31. Term, Suspension & Termination 32. Effects of Termination 33. Force Majeure 34. Dispute Resolution & Governing Law 35. General Provisions 36. Language & Counterparts 37. Signatures Schedule A — Order Form Schedule B — Event Rental Terms Schedule C — Long-Term Deployment Schedule D — Managed Services Schedule E — Safety Requirements Schedule F — Data Processing & Privacy Schedule G — Support Levels Schedule H — Equipment & Incidents Schedule I — Insurance Requirements Schedule J — University / Research Schedule K — Hardware Addendum

This Master Robotics Services, Rental, Deployment & Technology Agreement (the "Agreement") is entered into as of the date of the first Order signed by both parties (the "Effective Date") between:

HumanoidX	HumanoidX Technologies, a corporation incorporated under the laws of [Québec/Canada], with an address at 1425 Holy Cross, Montréal, Québec, Canada ("HumanoidX").
Client	The legal person, enterprise, public body, institution, or other organization identified in the applicable Order ("Client").

HumanoidX and Client are each a "Party" and together the "Parties."

§1

Parties, Effective Date and Background

1.1 Business Purpose. HumanoidX procures, configures, programs, rents, sells, leases, deploys, monitors, supports, maintains, trains, customizes, and manages humanoid robots and related software, artificial intelligence, data, integration, and field services for commercial, institutional, educational, research, and public-facing environments.

1.2 Commercial Agreement. This Agreement is intended solely for business-to-business and institutional engagements. It is not intended as a consumer contract. Client represents that it enters into each Order for business, institutional, governmental, educational, research, or professional purposes.

1.3 Orders. No specific Services are purchased until the Parties enter into an Order. Each Order incorporates this Agreement and the applicable Schedules.

1.4 No Partnership. Except where an Order expressly creates a research or commercialization collaboration, the Parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary duty, franchise, employment relationship, or authority to bind the other Party.

§2

Definitions

2.1 Affiliate. an entity that controls, is controlled by, or is under common control with a Party.

2.2 Applicable Law. all laws, regulations, codes, permits, binding orders, and legal requirements applicable to a Party, the Services, the Equipment, the Site, or the processing of information.

2.3 Authorized User. a person authorized by Client and, where required, trained or approved by HumanoidX to access or interact with the Services or Equipment.

2.4 Client Content. all text, branding, media, instructions, data, prompts, knowledge bases, scripts, materials, and information supplied by or for Client.

2.5 Client Data. data, including Personal Information, supplied by Client or collected principally on Client's behalf through the Services, excluding HumanoidX Data.

2.6 Confidential Information. non-public business, technical, operational, financial, security, personal, research, or commercial information disclosed by or for a Party.

2.7 Deliverables. custom documents, configurations, integrations, workflows, scripts, reports, or other work product expressly identified as deliverables in an Order.

2.8 Deployment. any rental, demonstration, pilot, installation, event, trial, long-term placement, managed operation, or use of Equipment or Services at a Site.

2.9 Equipment. any humanoid robot, charger, battery, hand, sensor, computer, network device, accessory, case, cable, tool, spare part, transport equipment, or other physical item supplied or managed by HumanoidX.

2.10 High-Risk Use. a use that creates materially elevated risk to life, health, safety, legal rights, critical infrastructure, or property, including uses listed in Section 9.3.

2.11 HumanoidX Data. telemetry, diagnostics, performance data, service records, security logs, generalized interaction metrics, deployment learnings, templates, configurations, and de-identified or aggregated data generated by the Services, excluding identifiable Client Data.

2.12 HumanoidX Technology. the Equipment software, platform, dashboards, APIs, connectors, behavior libraries, algorithms, prompts, models, workflows, tools, methodologies, documentation, and intellectual property owned, developed, or licensed by HumanoidX before or outside the specific Order, together with generalized improvements.

2.13 Incident. any accident, injury, property damage, Equipment damage, near miss, safety stop, unauthorized access, privacy complaint, Security Incident, theft, loss, or material service failure.

2.14 Order. a signed statement of work, booking form, proposal, quote, purchase order accepted by HumanoidX, service order, rental confirmation, lease schedule, or other document that expressly incorporates this Agreement.

2.15 Personal Information. information about an identifiable natural person and any equivalent term under Applicable Law, including sensitive, biometric, audio, video, image, location, profile, or contact information where legally protected.

2.16 Security Incident. unauthorized access to, use, disclosure, loss, alteration, or destruction of systems or Personal Information, including a confidentiality incident under Québec law.

2.17 Services. all services, access, Deliverables, Equipment, support, rentals, deployments, training, monitoring, development, analytics, maintenance coordination, sales, leases, and related work provided under an Order.

2.18 Site. the premises, venue, campus, office, public space, facility, network environment, or location where Services or Equipment are delivered or operated.

2.19 Third-Party Technology. hardware, software, AI models, cloud services, networks, APIs, firmware, open-source components, and other products not owned by HumanoidX.

§3

Agreement Framework and Order of Precedence

3.1 Contract Documents. The contract consists of this Agreement, each applicable Order, the Schedules incorporated by the Order, and any signed change order.

3.2 Priority. In a conflict, the following order applies: (a) a signed change order; (b) the applicable Order; (c) an expressly incorporated Schedule; and (d) this Agreement. A purchase order or procurement portal term supplied by Client does not amend the contract unless HumanoidX expressly signs the specific amendment.

3.3 Specific Variations. An Order changes this Agreement only where it clearly identifies the section changed and states the replacement term. Silence does not constitute a waiver.

3.4 Electronic Acceptance. Orders may be accepted by electronic signature, click acceptance, booking confirmation, written email acceptance by an authorized representative, or payment of a required deposit where the Order states that payment constitutes acceptance.

§4

Scope of Services

4.1 Available Services. Subject to the Order, Services may include:

short-term robot rentals for events, conferences, trade shows, brand activations, product launches, tourism, corporate functions, school or university demonstrations, and controlled public interactions;
demonstrations, proof-of-concept projects, paid pilots, testing, research, and innovation showcases;
full-service Robot-as-a-Service deployments in hotels, malls, venues, retail, museums, tourism, campuses, municipalities, offices, and other approved environments;
managed setup, programming, monitoring, support, training, analytics, and maintenance coordination for Client-owned robots;
custom robot behaviors, conversational systems, knowledge retrieval, bilingual interaction, AI integrations, dashboards, APIs, workflows, reporting, and enterprise systems integration;
remote command-centre monitoring, telemetry, diagnostics, software updates, incident support, and fleet management;
on-site robot operation, event staffing, client success, training, logistics, storage, and transportation;
hardware procurement, sale, lease, financing coordination, assembly, configuration, testing, parts, and distribution;
data analytics, interaction reporting, deployment optimization, and de-identified research insights; and
university, research, student, internship, laboratory, publication, and co-development activities.

4.2 Scope Control. HumanoidX will perform only the Services stated in the Order. Demonstrations, pilots, and prototypes are limited tests and are not production commitments unless the Order expressly says otherwise.

4.3 Subcontractors and Partners. HumanoidX may use Affiliates, technology partners, universities, researchers, contractors, cloud providers, field operators, logistics providers, and manufacturers to perform the Services. HumanoidX remains responsible for its contractual obligations, subject to this Agreement.

4.4 No Exclusivity. Unless an Order expressly states otherwise, neither Party grants exclusivity. HumanoidX may develop and provide similar services, behaviors, deployments, and solutions to others, provided it does not disclose Client Confidential Information.

§5

Orders, Changes and Acceptance

5.1 Order Requirements. Each Order should identify the Services, Equipment, Site, deployment dates, term, fees, payment schedule, included hours, staffing, responsibilities, assumptions, data functions, insurance requirements, safety controls, and any special acceptance criteria.

5.2 Client Dependencies. Schedules and fees assume timely access, decisions, content, approvals, systems, personnel, and Site readiness from Client. Client delay extends deadlines and may create additional charges.

5.3 Change Requests. A change to scope, Site, schedule, hours, functionality, integration, safety profile, data processing, staffing, or Equipment requires written approval. HumanoidX may stop work affected by a change until the Parties agree on price, schedule, and risk controls.

5.4 Acceptance. Unless the Order states different criteria, Deliverables are accepted upon the earliest of: (a) written acceptance; (b) production or public use; (c) payment of the related milestone; or (d) five business days after delivery without a written notice describing a material, reproducible non-conformity.

5.5 Correction. For a timely valid rejection, HumanoidX will use commercially reasonable efforts to correct the material non-conformity. This correction is Client's exclusive contractual remedy for acceptance defects, except where prohibited by law.

§6

Deployment Planning and Client Site

6.1 Pre-Deployment Assessment. HumanoidX may require a Site survey, floor plan, risk assessment, network test, electrical review, rehearsal, accessibility review, or operational checklist before a Deployment.

6.2 Site Suitability. Client is responsible for ensuring the Site is lawful, structurally suitable, secure, accessible, adequately lit, reasonably level, free of unapproved obstacles, and compatible with the Equipment's operating limits.

6.3 Utilities and Connectivity. Client will provide the power, internet, Wi-Fi, local network access, credentials, bandwidth, staging area, charging area, storage, and environmental conditions described in the Order. HumanoidX is not responsible for failures caused by Client or third-party utilities, networks, interference, or venue restrictions.

6.4 Crowd and Traffic Control. Client will provide barriers, queue management, security, ushers, signage, or staff reasonably required to maintain the approved operating zone and prevent crowding, touching, climbing, tampering, or unauthorized access.

6.5 Site Rules. Client will disclose all venue rules, union requirements, permits, loading restrictions, security procedures, emergency plans, accessibility requirements, photography rules, and other relevant conditions before confirmation.

6.6 Unsafe Conditions. HumanoidX may refuse, pause, modify, or terminate a Deployment where it reasonably believes conditions are unsafe, unlawful, materially different from the approved plan, damaging to Equipment, or outside insurance coverage. Fees remain payable to the extent the issue is not caused by HumanoidX.

§7

Safety, Supervision and Operational Control

7.1 Safety First. Safety overrides performance, schedule, entertainment value, and Client instructions. HumanoidX may impose conservative speeds, movement limits, operating zones, task limits, object weight limits, interaction limits, and manual approval requirements.

7.2 Operational Control. Unless an Order expressly permits trained Client operation, HumanoidX retains operational control over Equipment owned or supplied by HumanoidX, including the right to start, stop, move, limit, remotely access, update, or disable it.

7.3 Human Supervision. Early-stage, public-facing, physical-interaction, crowded, minor-facing, beverage, and experimental Deployments require a qualified human operator or supervisor as stated in the Order. Client will not represent the Equipment as fully autonomous beyond its tested capabilities.

7.4 Emergency Stop. Client will keep emergency-stop devices, access routes, and operator sightlines unobstructed. Only trained persons may reset or restart Equipment after a safety stop.

7.5 Physical Interaction. No person may ride, climb on, restrain, push, pull, strike, hug, crowd, or place body parts into moving mechanisms. Object handoff or service tasks are limited to approved objects, weights, speeds, and zones.

7.6 Children and Vulnerable Persons. Where minors or vulnerable persons may interact with Equipment, Client must provide appropriate adult supervision, access control, notices, and consents. HumanoidX may require a separate child-safety plan.

7.7 Beverage and Food Tasks. The Equipment will not prepare food, serve open beverages, handle alcohol, verify age, or replace licensed or trained staff unless a separate Order specifically authorizes the task, all permits and hygiene controls are in place, and the task remains supervised. Default service is limited to safe, sealed, pre-prepared items.

7.8 Incident Response. The Parties will immediately stop affected operations, protect people and property, preserve evidence and logs, notify appropriate contacts, and cooperate in completing an Incident report. Neither Party will admit liability for the other without written approval.

§8

Client Responsibilities

8.1 Cooperation. Client will provide timely cooperation, accurate information, decisions, access, approvals, personnel, and resources needed for the Services.

8.2 Authorized Users. Client will ensure only Authorized Users access operator tools, dashboards, APIs, credentials, Equipment controls, or restricted areas.

8.3 Instructions. Client is responsible for the legality, accuracy, and appropriateness of its instructions, content, use case, workflows, interaction goals, and decisions made using the Services.

8.4 Site Personnel. Client will ensure its employees, contractors, venue personnel, guests, and invitees follow the safety plan and reasonable directions from HumanoidX personnel.

8.5 Permits and Consents. Unless the Order states otherwise, Client obtains permits, venue approvals, union approvals, music or media licences, public notices, participant consents, parental consents, and permissions required for its Site, event, content, recording, or use case.

8.6 No Unauthorized Changes. Client will not modify, reverse engineer, disassemble, repair, reconfigure, jailbreak, connect unapproved devices, install software, alter safety settings, or remove labels or serial numbers from Equipment or HumanoidX Technology.

8.7 Credential Security. Client will protect credentials, use reasonable authentication controls, promptly remove former users, and notify HumanoidX of suspected compromise.

8.8 Insurance and Property. Client will maintain the insurance required by the Order and protect Equipment in its care from theft, vandalism, water, fire, impact, power irregularities, unauthorized persons, and environmental hazards.

§9

Acceptable Use and Prohibited Use

9.1 Approved Purpose. Client may use the Services only for the purpose, Site, term, users, and operating conditions approved in the Order.

9.2 Prohibited Conduct. Client will not use the Services to violate law, infringe rights, harass, discriminate, deceive, impersonate without disclosure, conduct unauthorized surveillance, collect data without authority, bypass safeguards, create weapons, or generate unlawful or harmful content.

9.3 High-Risk Uses. The following are prohibited unless expressly approved in a separate signed High-Risk Use addendum after risk assessment and confirmation of insurance:

medical diagnosis, treatment, medication, patient lifting, clinical decision-making, or emergency medical response;
law enforcement, physical security restraint, crowd control force, weapons, military use, or threat detection that triggers enforcement;
autonomous operation on public roads, operation of vehicles, aviation, marine navigation, railway control, or traffic control;
lifting, carrying, supporting, or transporting people;
operation near dangerous machinery, explosives, hazardous chemicals, extreme heat, radiation, biohazards, or confined spaces;
unsupervised childcare, eldercare, disability care, or supervision of vulnerable persons;
unsupervised alcohol service, age verification, gambling, financial transaction authorization, or handling cash or valuables;
employment, credit, insurance, housing, education admission, healthcare, policing, or other automated decisions having legal or similarly significant effects;
passive facial recognition, biometric identification, emotion inference, or covert audio/video surveillance;
critical infrastructure control, life-safety systems, emergency shutdown, or any use where a failure could reasonably cause death, serious bodily injury, or catastrophic damage.

9.4 Suspension. HumanoidX may immediately disable or suspend Services reasonably suspected of prohibited or unsafe use.

§10

Artificial Intelligence, Autonomy and Human Review

10.1 Probabilistic Systems. AI, speech recognition, computer vision, language models, and autonomous functions are probabilistic and may produce errors, delays, hallucinations, misclassification, inappropriate responses, failed recognition, or unexpected behavior.

10.2 Human Review. Client will not rely on AI output as the sole basis for safety-critical, legal, medical, financial, employment, eligibility, security, or similarly important decisions. A qualified human must review material outputs and remain able to intervene.

10.3 Disclosure. Client will not intentionally mislead users into believing an Equipment system is a human. The robot or surrounding signage should clearly identify that users are interacting with an AI-enabled robotic system where context does not already make that obvious.

10.4 Knowledge and Content. Client is responsible for reviewing event-specific knowledge, scripts, brand statements, prices, schedules, policies, directions, and other Client Content before public use.

10.5 Guardrails. HumanoidX may implement filters, response limits, fallback scripts, restricted topics, operator escalation, approved knowledge sources, timeouts, and shutdown rules. Client will not bypass them.

10.6 Model Changes. Third-party AI models and APIs may change, be discontinued, become unavailable, or alter outputs. HumanoidX may substitute reasonably comparable technology, subject to material security or data restrictions in the Order.

§11

Equipment Ownership, Custody and Risk of Loss

11.1 Ownership. Rental, demonstration, pilot, and managed-deployment Equipment remains the exclusive property of HumanoidX or its lessor unless a Hardware Addendum expressly transfers title.

11.2 No Encumbrance. Client will not sell, pledge, sublease, relocate, export, lend, encumber, or permit any lien or seizure against HumanoidX Equipment.

11.3 Risk of Loss. Risk of theft, disappearance, vandalism, misuse, or physical damage transfers to Client while Equipment is in Client's exclusive custody or control, including overnight storage at the Site, except to the extent caused by HumanoidX's fault, an inherent defect, or ordinary wear.

11.4 Repair or Replacement. Client will pay reasonable inspection, repair, recovery, shipping, data restoration, rental interruption, and replacement costs for damage or loss for which Client is responsible, up to the then-current replacement value stated in the Order or Equipment Schedule.

11.5 Inspection. Client will inspect visible condition at handover and promptly report damage. Signed condition reports, photographs, telemetry, service records, and incident logs may be used to establish condition and cause.

11.6 Repossession. Upon expiry, termination, non-payment, unsafe use, or breach affecting Equipment, HumanoidX may deactivate and recover its Equipment, subject to Applicable Law. Client grants reasonable access during normal hours and will not obstruct recovery.

11.7 No Relocation. Client will not move Equipment outside the approved Site or between floors, buildings, cities, provinces, or countries without prior written approval and approved transport procedures.

§12

Personnel, Training and Access

12.1 HumanoidX Personnel. HumanoidX controls the selection, direction, compensation, and supervision of its personnel and subcontractors.

12.2 Client Training. Where Client personnel are permitted to operate or support Equipment, they must complete required training and follow documentation. Authorization may be revoked for unsafe or non-compliant conduct.

12.3 Background and Site Requirements. Where reasonably required for a Site, the Parties will agree in advance on credentials, background checks, security screening, vaccination, safety orientation, union, or access requirements. Additional cost and time are chargeable unless included in the Order.

12.4 Non-Solicitation. During an Order and for twelve months after it ends, neither Party will knowingly solicit for employment personnel of the other Party materially assigned to the Order, except through general public recruiting. This clause does not prohibit a person from independently responding to a general posting.

§13

Support, Maintenance and Updates

13.1 Support Scope. Support, monitoring hours, response targets, included visits, replacement commitments, preventive maintenance, updates, and exclusions are defined in the Order and Schedule G.

13.2 Maintenance Windows. HumanoidX may schedule preventive maintenance, charging, inspections, testing, software updates, calibration, and safety work. Client will provide access and reasonable downtime.

13.3 Manufacturer Service. Repairs may require manufacturer diagnosis, overseas parts, shipping, customs, or specialist support. Estimated timelines are not guarantees.

13.4 Emergency Support. Unless an Order includes 24/7 support, after-hours support is provided only when personnel are available and may be separately billed.

13.5 Client-Caused Issues. Support caused by misuse, unauthorized changes, poor connectivity, Site conditions, third-party systems, Client Content, or failure to follow instructions is billable.

13.6 Updates and Changes. HumanoidX may apply security, safety, firmware, platform, or compatibility updates. Functionality may change where required by safety, law, third-party dependencies, or manufacturer updates.

§14

Third-Party Technology and Manufacturer Dependencies

14.1 Third Parties. Services may depend on robot manufacturers, cloud providers, AI model providers, telecommunications networks, mapping, payment, email, SMS, analytics, open-source software, and other Third-Party Technology.

14.2 Third-Party Terms. Client will comply with applicable third-party licence and acceptable-use terms disclosed in the Order. If Client requires a specific third-party provider, Client accepts its terms, availability, pricing, and risk.

14.3 No Control. HumanoidX does not control third-party outages, vulnerabilities, end-of-life decisions, export restrictions, sanctions, licensing changes, model changes, or manufacturer delays.

14.4 Pass-Through Warranties. To the extent assignable, HumanoidX will pass through applicable manufacturer warranties. HumanoidX does not expand or replace a third-party warranty unless the Order expressly says so.

14.5 Substitution. HumanoidX may replace Third-Party Technology with reasonably comparable components where necessary for security, safety, continuity, or availability, provided material data-location or functionality requirements in the Order are respected or discussed with Client.

§15

Client Content, Branding and Instructions

15.1 Licence. Client grants HumanoidX a non-exclusive, worldwide, royalty-free licence during the Order to host, copy, adapt, display, perform, transmit, translate, and use Client Content only as reasonably necessary to provide and improve the contracted Services.

15.2 Rights Warranty. Client represents that it has all rights, licences, consents, and authority required for Client Content and instructions, including trademarks, music, images, personal information, event information, product claims, and contact lists.

15.3 Content Review. HumanoidX may reject or remove content that is unlawful, unsafe, misleading, discriminatory, infringing, technically harmful, or inconsistent with the approved use.

15.4 Publicity. Neither Party may use the other's name or logo in public advertising without permission, except HumanoidX may identify Client in a factual customer list if the Order permits it. Event photography, case studies, and media rights require the permissions stated in the Order.

15.5 Client Communications. Client is responsible for legal review of public-facing claims, disclosures, contests, promotions, pricing, offers, regulatory statements, and industry-specific information presented through the robot.

§16

Data, Privacy, Recording and Biometrics

16.1 Privacy Schedule. Schedule F applies whenever Personal Information is processed. The Order will identify the data categories, purposes, roles, retention, locations, subprocessors, and enabled sensors or recording functions.

16.2 Privacy by Default. Audio recording, video recording, facial recognition, biometric identification, location tracking of individuals, profiling, and lead collection are disabled by default unless expressly enabled in the Order with appropriate safeguards.

16.3 Client as Responsible Organization. Where Client determines why and how Personal Information is collected at its Site or for its business purpose, Client is the organization responsible for that processing and HumanoidX acts as service provider or mandatary, except for HumanoidX's independent operational, security, billing, and compliance purposes.

16.4 Notices and Consent. Client will provide clear notices and obtain valid consents required for audio, video, image, biometric, contact, minor, marketing, research, or profiling activities, unless the Order assigns a specific notice or consent task to HumanoidX.

16.5 Minors. Personal Information from a child under fourteen will not be intentionally collected without consent from the person having parental authority or tutor, unless legally permitted and expressly approved.

16.6 Biometrics. Facial recognition, biometric templates, or persistent identity recognition require a separate written addendum, privacy impact assessment, explicit opt-in consent, retention limits, deletion process, security review, and any required ethics or regulatory approval.

16.7 No General Model Training. HumanoidX will not use identifiable Client Data or Personal Information to train a general-purpose model for unrelated customers without Client's written authorization and any required consent. De-identified or aggregated HumanoidX Data may be used as permitted by Section 18.

16.8 Cross-Border Processing. Personal Information may be processed outside Québec only as identified in the Order or Privacy Schedule and subject to required impact assessments, contractual safeguards, and Applicable Law.

16.9 Requests and Complaints. The Parties will reasonably cooperate with access, correction, withdrawal, deletion, regulator, and privacy complaint requests. Each Party remains responsible for obligations legally assigned to it.

16.10 Recording by Client or Attendees. HumanoidX does not control independent photography or recording by attendees. Client is responsible for venue notices and permissions relating to its event and media practices.

§17

Cybersecurity and Security Incidents

17.1 Security Measures. Each Party will maintain reasonable administrative, technical, and physical safeguards proportionate to the sensitivity of systems and information under its control.

17.2 Access Controls. HumanoidX may require multi-factor authentication, least-privilege access, approved devices, secure network configuration, encryption, logging, patching, and other reasonable controls.

17.3 Client Environment. Client is responsible for its networks, endpoints, identity systems, credentials, integrations, firewall rules, and security decisions under its control.

17.4 Notification. A Party that confirms a Security Incident materially affecting the other Party's systems or Personal Information will notify the other promptly and, where reasonably practicable, within twenty-four hours, provide available material facts, take reasonable containment measures, and cooperate with legally required notifications.

17.5 No Public Statement. Neither Party will make a public statement naming the other in connection with a Security Incident without consultation, except where legally required.

17.6 Testing. Client will not conduct penetration testing, vulnerability scanning, red-team testing, load testing, or attempted access to Equipment or systems without a mutually agreed written testing plan.

17.7 Security Changes. HumanoidX may suspend integrations, credentials, remote access, or features reasonably believed to create a security risk.

§18

Telemetry, Analytics and Data Rights

18.1 Operational Data. HumanoidX may collect telemetry and diagnostics reasonably necessary to operate, secure, support, maintain, bill, improve, and demonstrate the performance of the Services.

18.2 Client Data. As between the Parties, Client retains ownership of Client Data. Client grants HumanoidX a limited licence to process Client Data for the Services, compliance, security, support, and as otherwise agreed.

18.3 HumanoidX Data. HumanoidX owns HumanoidX Data and may use it to operate, improve, benchmark, secure, support, price, research, and develop its services, provided any Personal Information is handled in accordance with the Privacy Schedule.

18.4 De-Identified and Aggregated Data. HumanoidX may create and use data that is lawfully de-identified or aggregated so that it does not identify Client or a natural person, including deployment benchmarks, failure patterns, interaction metrics, skill performance, and safety insights.

18.5 Reports. Client may use reports delivered under an Order for its internal business purposes. Reports may include estimates and are not warranties of business results.

18.6 Data Export. Upon reasonable request during the Order, HumanoidX will make agreed Client Data available in a commonly used format, subject to technical feasibility, security, third-party limits, and applicable fees.

18.7 Retention. Default retention is stated in Schedule F. HumanoidX may retain records required for security, legal, insurance, warranty, tax, dispute, or compliance purposes.

§19

Intellectual Property

19.1 Background Rights. Each Party retains all rights in intellectual property owned, developed, acquired, or licensed outside the Order.

19.2 HumanoidX Technology. HumanoidX and its licensors own HumanoidX Technology, including robot behavior libraries, reusable scripts, platform architecture, prompts, connectors, dashboards, deployment protocols, safety methods, data schemas, training materials, and generalized improvements.

19.3 Client Licence. Subject to full payment, HumanoidX grants Client a limited, non-exclusive, non-transferable, non-sublicensable licence during the Order to use the applicable HumanoidX Technology solely for Client's approved internal use and Site. A perpetual or broader licence applies only if expressly stated in the Order.

19.4 Custom Deliverables. Unless the Order expressly provides an assignment, HumanoidX owns custom Deliverables and grants Client a non-exclusive licence to use them for the contracted purpose. Client-specific trademarks, source materials, and Client Content remain Client's property.

19.5 Exclusive Development. Any exclusivity, ownership transfer, source-code delivery, escrow, field restriction, or non-compete protection requires a separately priced written term that defines the exact scope and excludes HumanoidX background technology and generalized know-how.

19.6 Improvements. Ideas, techniques, fixes, models, methods, and improvements of general application developed while performing an Order belong to HumanoidX, even if informed by Client feedback or deployment experience, provided Client Confidential Information is not disclosed.

19.7 Feedback. Client may provide feedback. Client grants HumanoidX a perpetual, irrevocable, royalty-free right to use feedback without identifying Client.

19.8 Restrictions. Client will not copy, resell, sublicense, publish, benchmark publicly, reverse engineer, derive source code, train a competing model from protected outputs, or use HumanoidX Technology to build a competing managed humanoid deployment platform, except to the extent a restriction is prohibited by law.

§20

Research, University and Publication Activities

20.1 Research Order. Research, student, laboratory, ethics, publication, dataset, and co-development activities require Schedule J or another signed research addendum.

20.2 Human Participants. The responsible research party will obtain required ethics approvals, participant notices, consents, parental consents, and data governance approvals before research involving human participants or identifiable information.

20.3 Safety and Supervision. Research does not reduce safety obligations. Experimental functions must be labeled, isolated, supervised, and operated under approved protocols.

20.4 Research Data. Ownership, access, publication, anonymization, retention, and commercialization of research data will be specified in the research Order. No Party may publish the other's Confidential Information.

20.5 Publication Review. Draft publications naming a Party or disclosing its confidential or patentable information must be submitted for review at least thirty days before submission. Review may request removal of Confidential Information or a reasonable delay, not exceeding ninety days, to seek intellectual property protection.

20.6 Students and Personnel. Each participating institution is responsible for its personnel and students, including supervision, training, policies, compensation, immigration, and workplace obligations.

§21

Hardware Sales, Leasing and Financing

21.1 Separate Addendum. A sale, lease, lease-to-own, financing, distribution, assembly, or procurement transaction requires Schedule K or a signed hardware agreement.

21.2 Quotes and Availability. Hardware quotes are subject to manufacturer availability, exchange rates, freight, customs, duties, taxes, tariffs, import rules, certification, and lead times. Unless stated otherwise, pricing may be adjusted for documented changes before order placement.

21.3 Deposits. Manufacturer orders may require non-refundable deposits or full prepayment. Client acknowledges that HumanoidX may commit funds to third parties and that cancellation rights may be limited.

21.4 Incoterms and Import. The applicable delivery term, importer of record, customs broker, duties, taxes, insurance, and risk transfer will be stated in the hardware Order. Incoterms references mean Incoterms 2020.

21.5 Title and Security. Title transfers only after full payment unless the Order states otherwise. For credit, lease, or financing transactions, Client will execute security, hypothec, registration, and access documents reasonably required to protect HumanoidX or a financier.

21.6 Acceptance. Hardware is accepted after the inspection period in Schedule K. Latent warranty claims remain subject to applicable manufacturer warranties and mandatory law.

21.7 Regulatory and Use Responsibility. Client is responsible for permits, workplace integration, operator training, Site safety, and use after title transfer, except for Services separately contracted from HumanoidX.

§22

Fees, Taxes, Deposits and Payment

22.1 Fees. Client will pay fees and reimbursable expenses stated in the Order in Canadian dollars unless otherwise stated.

22.2 Deposits and Prepayment. Deposits reserve equipment, personnel, production, travel, and dates. Unless an Order states otherwise, deposits are non-refundable once third-party commitments, customization, or date reservation begin.

22.3 Invoices. Invoices are due within fifteen days of invoice date unless the Order states otherwise. Event balances may be due before deployment. Hardware may require full payment before order or delivery.

22.4 Taxes. Fees exclude applicable GST/HST, QST, sales, use, withholding, customs, duties, tariffs, and similar taxes. Client will pay them, except taxes on HumanoidX's net income.

22.5 Expenses. Approved travel, accommodation, freight, customs, parking, tolls, venue charges, permits, shipping, special equipment, and third-party fees are reimbursable.

22.6 Late Payment. Overdue undisputed amounts bear interest at the lesser of 1.5% per month and the maximum lawful rate, plus reasonable collection costs.

22.7 Disputes. Client must identify a good-faith invoice dispute within ten days and pay the undisputed portion. The Parties will promptly attempt resolution.

22.8 No Set-Off. Client may not set off amounts except for a final, non-appealable judgment or HumanoidX's written agreement.

22.9 Price Changes. Recurring fees may be adjusted on renewal with at least sixty days' notice. Third-party, freight, tariff, tax, exchange-rate, or manufacturer increases may be passed through as permitted by the Order.

§23

Scheduling, Cancellation and Delays

23.1 Reservation. Dates are not reserved until the required Order and deposit are received.

23.2 Client Cancellation. Default event cancellation charges are in Schedule B. Long-term early termination charges are stated in the Order.

23.3 Rescheduling. HumanoidX will reasonably consider one rescheduling request, subject to availability, non-recoverable costs, and a rescheduling fee stated in the Order or Schedule B.

23.4 Robot Unavailability. If assigned Equipment becomes unavailable due to technical failure or damage not caused by Client, HumanoidX may provide substitute Equipment, modify the experience, reschedule, or refund the fee allocable to the unavailable portion. Except for mandatory liability, this is Client's exclusive remedy for availability failure.

23.5 Client Delays. Waiting time, access delays, incomplete Site setup, late content, late approvals, or schedule extensions caused by Client may be billed at the applicable rate and may reduce service time.

23.6 Travel and Weather. Travel and outdoor Deployments are subject to weather, road, loading, and safety conditions. HumanoidX may relocate, delay, or stop operation to protect people and Equipment.

§24

Compliance with Laws and Permits

24.1 Mutual Compliance. Each Party will comply with Applicable Law applicable to its own business, personnel, systems, content, data, and obligations.

24.2 Client Industry Obligations. Client is responsible for laws and professional standards specific to its industry, premises, products, advertising, accessibility, alcohol, food, healthcare, education, public procurement, employment, and interactions with the public.

24.3 HumanoidX Operations. HumanoidX is responsible for laws applicable to its personnel and its performance of the Services, including applicable workplace safety and privacy obligations.

24.4 Changes in Law. If a legal or regulatory change materially affects the Services, the Parties will cooperate on required changes. HumanoidX may suspend affected functions until compliance and insurance are confirmed, and reasonable additional costs may be charged.

24.5 Export and Sanctions. Client will not export, transfer, or use Equipment, software, technical data, or Services in violation of export controls, sanctions, manufacturer restrictions, or approved territory limits.

§25

Insurance

25.1 Coverage. Each Party will maintain insurance customary and commercially reasonable for its obligations and risks under the applicable Order. Proposed minimums for broker review are in Schedule I.

25.2 Evidence. Upon reasonable request, each Party will provide certificates of insurance. Certificates are informational and do not amend policies or this Agreement.

25.3 Additional Insured. Where stated in the Order and commercially available, a Party will add the other and its officers and employees as additional insureds under commercial general liability solely for liabilities arising from the named insured's operations.

25.4 Client Property and Custody Coverage. Where HumanoidX Equipment remains at Client's Site or in Client's custody without HumanoidX personnel, Client will maintain property or equipment coverage sufficient for replacement value and name HumanoidX or its financier as loss payee where available.

25.5 No Limitation by Insurance. Insurance does not expand or reduce contractual liability. A Party's failure to maintain required insurance does not relieve it of obligations.

25.6 Claims Cooperation. The Parties will promptly report potentially insured claims, preserve evidence, cooperate with insurers, and avoid prejudicing coverage.

§26

Warranties

26.1 Authority. Each Party warrants that it has authority to enter into the Agreement and Orders.

26.2 Professional Services. HumanoidX warrants that Services will be performed in a professional and workmanlike manner using personnel with appropriate skill for the contracted task.

26.3 Serviceable Equipment. At handover, HumanoidX will use commercially reasonable procedures to test HumanoidX-supplied Equipment and confirm it is serviceable for the approved use.

26.4 Correction Period. Client must notify HumanoidX of a breach of the service warranty within thirty days after the affected Service. HumanoidX's obligation is to reperform the affected Service where reasonably possible or credit the applicable fee.

26.5 Client Warranties. Client warrants that its Site, use case, instructions, Client Content, permissions, data collection, users, and integration access comply with this Agreement and Applicable Law.

§27

Disclaimers

27.1 Experimental Technology. Client acknowledges that humanoid robotics is emerging technology and may experience unexpected movement, errors, downtime, battery limitations, network dependence, recognition errors, software defects, and manufacturer limitations.

27.2 No Guaranteed Result. HumanoidX does not guarantee attendance, publicity, sales, leads, conversions, labour savings, customer satisfaction, media coverage, research results, uptime, autonomy, or business outcomes unless an Order states a measurable service commitment.

27.3 As-Is Third Parties. Third-Party Technology and manufacturer components are provided subject to their own warranties and are otherwise provided "as is" to the maximum extent permitted by law.

27.4 No Professional Advice. Robot responses and Deliverables are not legal, medical, financial, engineering, security, or other regulated professional advice unless a properly licensed professional is expressly engaged under the Order.

27.5 Implied Warranties. Except for express warranties in this Agreement and mandatory warranties that cannot legally be excluded, HumanoidX disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted use, and error-free operation.

§28

Indemnification

28.1 Client Indemnity. Client will defend and indemnify HumanoidX, its Affiliates, and their personnel against third-party claims, damages, fines, penalties, and reasonable legal costs to the extent arising from: (a) Client's fault, wilful misconduct, or breach; (b) unsafe Site conditions or persons under Client's control; (c) unauthorized or prohibited use; (d) Client Content or instructions; (e) failure to obtain permits, notices, licences, or consents; (f) Client's collection, use, or disclosure of Personal Information; or (g) damage to Equipment for which Client bears risk.

28.2 HumanoidX Indemnity. HumanoidX will defend and indemnify Client against third-party claims for bodily injury or tangible property damage to the extent caused by HumanoidX's fault in performing the Services, and against a claim that a Deliverable created solely by HumanoidX infringes a Canadian intellectual property right.

28.3 IP Exclusions. HumanoidX has no IP indemnity obligation for claims arising from Client Content, Client instructions, combinations not supplied by HumanoidX, modifications by others, continued use after notice, or Third-Party Technology.

28.4 IP Remedy. For a covered infringement claim, HumanoidX may obtain a right to continue use, modify or replace the item, or terminate the affected item and refund prepaid unused fees. This is the exclusive contractual remedy for IP infringement.

28.5 Procedure. The indemnified Party must promptly notify the indemnifying Party, permit control of the defence and settlement, and provide reasonable cooperation. No settlement may admit fault or impose non-monetary obligations on the indemnified Party without consent. Failure to notify reduces obligations only to the extent of material prejudice.

28.6 Fault Allocation. Indemnity applies only to the extent of the indemnifying Party's responsibility and does not require a Party to indemnify another for the other's intentional or gross fault.

§29

Limitation of Liability

Québec mandatory-law carve-out. Nothing in this Agreement excludes or limits liability where exclusion or limitation is prohibited by law, including liability for bodily or moral injury and material injury caused by intentional or gross fault.

29.1 Excluded Damages. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for lost profit, revenue, savings, opportunity, goodwill, anticipated benefit, data, or business interruption, even if advised of the possibility.

29.2 General Cap. To the maximum extent permitted by law, each Party's aggregate liability arising from an Order will not exceed the greater of: (a) fees paid or payable under the affected Order during the twelve months preceding the event giving rise to liability; and (b) CAD $100,000. An Order may state a different cap for a specific risk.

29.3 Cap Exclusions. The cap does not apply to: (a) Client's payment obligations; (b) damage to or loss of Equipment for which Client bears risk; (c) a Party's intentional or gross fault; (d) bodily or moral injury; or (e) liability that cannot legally be limited.

29.4 Third-Party Technology. HumanoidX's liability for a failure of Third-Party Technology will not exceed amounts recoverable by HumanoidX from the applicable third party, except to the extent the failure was caused by HumanoidX's own fault or this limitation is prohibited by law.

29.5 Allocation. The fees reflect this allocation of risk. Each limitation applies independently and survives failure of an exclusive remedy.

§30

Confidentiality

30.1 Use and Protection. A receiving Party will use Confidential Information only for the Agreement, protect it using reasonable care, and disclose it only to personnel, advisers, insurers, financiers, and subcontractors who need to know and are bound by confidentiality obligations.

30.2 Exclusions. Confidential Information excludes information that the receiving Party can show is public without breach, already lawfully known, independently developed, or lawfully received without duty.

30.3 Required Disclosure. A Party may disclose Confidential Information where legally required after giving prompt notice where lawful and limiting disclosure.

30.4 Security and Product Information. Robot security architecture, vulnerabilities, credentials, non-public capabilities, operating procedures, source code, pricing, and insurer information are HumanoidX Confidential Information.

30.5 Return and Retention. Upon request or termination, a receiving Party will return or destroy Confidential Information, except archival, legal, insurance, security, backup, and compliance copies that remain protected.

30.6 Duration. Trade secrets remain protected while secret. Other Confidential Information is protected for five years after disclosure. Personal Information remains protected as required by law.

§31

Term, Suspension and Termination

31.1 MSA Term. This Agreement begins on the Effective Date and continues for three years, automatically renewing for successive one-year periods unless either Party gives sixty days' notice. An active Order continues under this Agreement until completed.

31.2 Order Term. Each Order begins and ends as stated in that Order. Convenience termination is available only if the Order permits it and subject to cancellation or early termination charges.

31.3 Termination for Breach. A Party may terminate an Order or this Agreement for material breach not cured within thirty days after written notice. The cure period is ten days for non-payment and may be immediate for unsafe use, unlawful use, confidentiality breach, security compromise, or unauthorized transfer of Equipment.

31.4 Insolvency. A Party may terminate if the other becomes insolvent, makes an assignment for creditors, ceases business, or becomes subject to a proceeding not dismissed within sixty days, subject to applicable insolvency law.

31.5 Suspension. HumanoidX may suspend Services or Equipment access for overdue payment, unsafe conditions, prohibited use, security risk, required maintenance, legal restriction, insurance lapse, or material Client breach. HumanoidX will provide notice where reasonably possible.

31.6 Regulatory or Insurance Termination. HumanoidX may terminate or modify an affected Service if it becomes unlawful, uninsurable on commercially reasonable terms, prohibited by a manufacturer, or materially unsafe after reasonable mitigation efforts.

§32

Effects of Termination and Equipment Recovery

32.1 Amounts Due. Termination does not relieve Client of accrued fees, committed third-party costs, cancellation charges, Equipment damage, or other amounts due.

32.2 Return. Client will immediately stop using and return Equipment, credentials, access devices, documentation, and HumanoidX Confidential Information as directed.

32.3 Data Transition. Subject to payment, HumanoidX will provide agreed Client Data export for thirty days after termination unless the Order states otherwise. After that period, data may be deleted according to the Privacy Schedule.

32.4 Survival. Payment, ownership, licences intended to survive, data rights, confidentiality, indemnity, limitations, dispute, and general provisions survive.

32.5 Transition Assistance. Transition assistance is available at HumanoidX's then-current rates and subject to security, third-party rights, and protection of HumanoidX Technology.

§33

Force Majeure

33.1 Events. Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, severe weather, fire, flood, epidemic, labour disruption, civil unrest, war, terrorism, cyberattack by a third party, utility or telecom failure, government action, border delay, sanctions, customs delay, manufacturer shortage, transportation disruption, or venue closure.

33.2 Mitigation. The affected Party will provide reasonable notice, mitigate, and resume performance when practicable.

33.3 Payment. Force majeure does not excuse payment for Services already performed, non-recoverable committed costs, or Equipment damage.

33.4 Extended Event. If a force majeure event materially prevents an Order for more than thirty days, either Party may terminate the affected unperformed portion. Event rescheduling and deposits remain subject to Schedule B.

§34

Dispute Resolution and Governing Law

34.1 Executive Discussion. Before litigation, the Parties will attempt in good faith to resolve a dispute through representatives with authority to settle.

34.2 Mediation. If unresolved after fifteen business days, either Party may request confidential mediation in Montréal, Québec, with costs shared equally, unless urgent relief is required.

34.3 Governing Law. This Agreement and each Order are governed by the laws of Québec and the federal laws of Canada applicable there, without regard to conflict-of-law rules.

34.4 Courts. The courts located in the judicial district of Montréal, Québec have exclusive jurisdiction, subject to any mandatory jurisdiction rule and the Parties' ability to agree to arbitration in an Order.

34.5 Injunctive Relief. A Party may seek urgent injunctive relief for misuse of intellectual property, Confidential Information, Personal Information, security credentials, or Equipment.

34.6 Limitation Period. No contractual claim may be commenced more than two years after the claimant knew or reasonably should have known the material facts, except where a different period is mandatory or the claim concerns unpaid fees, fraud, intentional fault, bodily injury, or rights that cannot be shortened.

§35

General Provisions

35.1 Notices. Legal notices must be in writing and delivered by personal service, recognized courier, or email with confirmation to the addresses in the Order. Operational notices may be given to project contacts.

35.2 Assignment. Client may not assign an Order or this Agreement without HumanoidX's consent, not unreasonably withheld for a bona fide corporate reorganization or sale of substantially all assets where the assignee is able to perform. HumanoidX may assign to an Affiliate, financier, purchaser of the relevant business, or equipment lessor.

35.3 Amendment. An amendment must be in writing and signed by authorized representatives, except operational changes permitted by an Order.

35.4 Waiver. A waiver must be written and applies only to the specific instance.

35.5 Severability. An invalid provision will be limited or replaced to the minimum extent necessary, and the remainder continues.

35.6 Entire Agreement. The contract documents are the entire agreement about their subject and replace prior proposals, statements, and discussions, except fraud cannot be excluded.

35.7 Interpretation. Headings are for convenience. "Including" means including without limitation. Singular includes plural. A reference to law includes amendments and successor law. Neither Party receives an interpretation advantage because it drafted a term.

35.8 No Third-Party Beneficiaries. Except indemnified persons and licensors whose rights are expressly protected, no third party has rights under the Agreement.

35.9 Counterparts. The Agreement and Orders may be signed in counterparts and electronically, each of which is deemed an original.

35.10 Further Assurances. Each Party will execute reasonable documents needed to implement an Order, including privacy, security, insurance, customs, financing, or equipment registration documents.

§36

Language and Counterparts

36.1 French Version. Where required by Québec law, HumanoidX will provide the French version of this Agreement and related standard documents before the Parties express a wish to be bound by an English version.

36.2 Express Language Choice. Only after receiving and having the opportunity to examine the French version, the Parties may expressly request to be bound by the English version where legally permitted. For negotiated contracts not subject to the French-first rule, the Parties may expressly choose English where legally permitted.

36.3 Public-Sector Clients. Contracts and related documents with Québec civil administration or other public bodies must be in French to the extent required by Applicable Law and procurement rules.

36.4 Conflict. The controlling language and treatment of discrepancies will be stated in the Order and must comply with mandatory law.

§37

Signatures

The Parties intend to be bound by this Agreement when the first Order incorporating it is signed. They may also sign this Agreement directly below.

HUMANOIDX TECHNOLOGIES

By:

Name:

Title:

Date:

CLIENT

By:

Name:

Title:

Date:

Schedule A — Order / Statement of Work Form

This Order is entered into under the Master Robotics Services, Rental, Deployment & Technology Agreement between HumanoidX and Client.

Order Number	[HX-YYYY-###]
Client legal name / address	[INSERT]
HumanoidX contact	[INSERT]
Client business and billing contacts	[INSERT]
Service type	☐ Event rental ☐ Demo/pilot ☐ Long-term deployment ☐ Client-owned managed services ☐ Development/integration ☐ Support ☐ Hardware transaction ☐ Research
Equipment / serial number / replacement value	[INSERT]
Site(s) and approved operating zone	[INSERT]
Dates / hours / term	[INSERT]
Services and deliverables	[INSERT]
Excluded scope / High-Risk Uses	[INSERT]
Client dependencies and responsibilities	[INSERT]
HumanoidX personnel / operator coverage	[INSERT]
Data and sensors enabled	☐ Telemetry ☐ Audio input ☐ Audio recording ☐ Video input ☐ Video recording ☐ Contact collection ☐ Location ☐ Biometrics (separate addendum mandatory)
Data roles, location and retention	[INSERT / Schedule F]
Support level	[Schedule G tier / custom]
Fees / taxes / expenses	[INSERT]
Deposit / invoice schedule	[INSERT]
Cancellation / early termination	[INSERT]
Insurance requirements	[Schedule I / custom]
Special safety controls	[INSERT]
Acceptance criteria	[INSERT]
Applicable Schedules	[INSERT]
Order-specific changes to MSA	[Identify exact section and replacement text]

Schedule B — Event Rental and Pilot Terms

B.1 Included Services. Unless the Order states otherwise, an event rental includes agreed pre-event programming, delivery within the included radius, setup, safety check, one on-site operator, approved interaction scripts, and removal.

B.2 Service Window. A full day means up to eight consecutive on-site hours including setup and teardown; a half day means up to four consecutive on-site hours, unless stated otherwise.

B.3 Overtime. Additional time caused by Client or requested on site is billed at the overtime rate in the Order, subject to operator availability and safety.

B.4 Booking Deposit. The default booking deposit is fifty percent of estimated fees and is non-refundable once the date is reserved, customization begins, or non-recoverable costs are incurred.

B.5 Cancellation. Unless the Order states otherwise:

Cancellation timing	Default charge
More than 30 calendar days before deployment	Deposit retained; balance credited to one rescheduled date within 6 months, less non-recoverable costs.
15–30 calendar days before deployment	50% of total Order value, plus non-recoverable costs.
14 days or less before deployment	100% of total Order value.
Cancellation after delivery, denied access, unsafe Site, or event start	100% of total Order value plus additional removal or waiting costs.

B.6 Rescheduling. One rescheduling may be allowed with at least thirty days' notice, subject to availability, a 15% rescheduling fee, and reimbursement of non-recoverable costs. A second rescheduling is treated as cancellation.

B.7 Outdoor Events. Outdoor use requires express approval, suitable weather, dry and level surfaces, power and shelter. HumanoidX may move the robot indoors or stop operation for rain, snow, high wind, extreme temperature, glare, crowding, or unsafe terrain.

B.8 Media. Client will confirm whether HumanoidX may capture and use event photographs or video. Client remains responsible for attendee and venue permissions.

B.9 Technical Failure. HumanoidX may use substitute equipment or an alternative interactive experience. If no material service can be provided, the Parties will reschedule or HumanoidX will refund the fee allocable to the unavailable service.

B.10 Pilot Nature. Pilot results are exploratory, may require manual operation or fallback workflows, and do not establish production readiness or future service levels.

Schedule C — Long-Term Deployment / Robot-as-a-Service Terms

C.1 Deployment Model. HumanoidX supplies and manages designated Equipment for recurring use at the approved Site. Ownership remains with HumanoidX or its financier.

C.2 Minimum Term. The minimum term, commencement date, renewal, ramp-up, pilot period, and early termination charge are stated in the Order.

C.3 Availability. Availability excludes planned maintenance, charging, Client-caused downtime, force majeure, unsafe conditions, third-party outages, and manufacturer service. Guaranteed uptime applies only if expressly stated in Schedule G.

C.4 Operating Hours. Client will operate only during approved hours and under the supervision model stated in the Order.

C.5 Dedicated Unit. A dedicated unit may still be removed temporarily for major repair, manufacturer service, safety recall, or replacement. HumanoidX will use commercially reasonable efforts to provide a substitute where included.

C.6 Storage and Charging. Client will provide a secure, access-controlled, climate-appropriate charging and storage area with approved power, network, and fire-safety conditions.

C.7 Monthly Fees. Monthly fees are payable in advance and may include equipment financing, software, monitoring, support, maintenance coordination, training, and a stated number of service visits.

C.8 Usage Limits. The Order may state limits for hours, distance, cycles, interactions, data volume, operator time, API use, or physical tasks. Excess use is billed.

C.9 Early Termination. Unless otherwise stated, Client convenience termination during the minimum term requires payment of committed third-party costs plus the lesser of: (a) the remaining recurring fees; and (b) six months of recurring fees.

C.10 End of Term. At end of term, Client will return Equipment in the condition required by Schedule H, ordinary wear excepted, or exercise any written purchase option.

Schedule D — Managed Services for Client-Owned Robots

D.1 Client Ownership. Client owns the robot and remains responsible for purchase terms, title, financing, manufacturer warranty, registration, import, recalls, and replacement unless HumanoidX expressly assumes a task.

D.2 Baseline Assessment. HumanoidX may inspect hardware, software versions, service history, licences, cybersecurity, and condition before accepting management responsibility.

D.3 No Warranty of Client Equipment. HumanoidX does not warrant Client-owned hardware and is not responsible for latent defects, prior damage, unsupported modifications, manufacturer failures, or parts unavailability.

D.4 Access. Client grants HumanoidX authorized administrative, remote, diagnostic, API, and physical access reasonably required for the managed Services.

D.5 Maintenance Authority. HumanoidX may recommend or require maintenance, updates, replacement parts, or temporary shutdown. Client bears parts, manufacturer, shipping, and third-party costs unless included.

D.6 Client Decisions. If Client rejects a safety, security, or maintenance recommendation, HumanoidX may suspend affected Services and is not responsible for resulting failure.

D.7 Existing Data and Licences. Client represents that it has rights to all existing software, data, accounts, and integrations and will provide transferable or usable credentials.

D.8 Exit. At termination, HumanoidX will remove its credentials and tools where practicable. Client remains responsible for ongoing operation, security, and licensing.

Schedule E — Deployment Safety and Site Requirements

The following baseline controls apply unless a written risk assessment approves alternatives.

Category	Minimum requirement
Operating zone	Clearly defined, reasonably level, dry, adequately lit, free of loose cables and obstacles, with sufficient clearance from stairs, glass, water, traffic, heat sources, and fragile property.
Crowds	Barriers, queue control, ushers, or security where crowd density could interfere with safe operation. No dense-crowd navigation unless approved.
Emergency controls	Operator has unobstructed access to emergency stop, remote control, and evacuation path.
Power and charging	Manufacturer-approved power, surge protection where required, ventilation, no public access to batteries or chargers, and no charging in an obstructed exit path.
Network	Approved Wi-Fi or wired network, segmented where practicable, adequate bandwidth, and no captive portal changes during operation.
Physical contact	No riding, climbing, restraint, intentional impact, or touching joints, sensors, batteries, or moving components.
Objects	Only approved objects, within stated weight and shape limits, used in an approved zone. No sharp, hot, open-liquid, fragile, hazardous, or valuable objects without written approval.
Children	Adult supervision and access controls. No intentional collection of child personal information without legally valid consent.
Alcohol / food	No unsupervised alcohol service, age verification, food preparation, or open beverage handling. Sealed items only by default.
Weather	No precipitation, standing water, ice, excessive wind, extreme heat/cold, or outdoor conditions outside manufacturer limits.
Storage	Secure, access-controlled, dry area; approved temperature; no unauthorized charging, movement, or handling.
Incident reporting	Immediate stop, first aid/emergency response as needed, photographs only where lawful, preservation of logs, and notice to HumanoidX.

Schedule F — Data Processing and Privacy Terms

F.1 Roles. The Order will identify whether each Party acts as the organization responsible for Personal Information, a service provider/mandatary, a separate controller, or a research institution. Roles follow actual purposes and control, not labels alone.

F.2 Processing Instructions. Where HumanoidX processes Personal Information for Client, it will process only on documented instructions, for the Services, security, legal compliance, and other purposes permitted by law.

F.3 Confidentiality. HumanoidX will limit access to personnel and subprocessors who need the information and are subject to confidentiality and privacy obligations.

F.4 Security. HumanoidX will use reasonable safeguards considering sensitivity, quantity, purpose, distribution, and storage medium.

F.5 Subprocessors. HumanoidX may use subprocessors for cloud hosting, AI, speech, messaging, analytics, support, and infrastructure. Material subprocessors or categories may be listed in the Order. HumanoidX will impose appropriate written privacy obligations.

F.6 Cross-Border. Before processing Client Personal Information outside Québec where required, the responsible Party will complete the required privacy impact assessment and ensure a written agreement reflects the assessment and safeguards.

F.7 Confidentiality Incidents. HumanoidX will notify Client promptly of a confirmed incident affecting Client Personal Information, provide available information needed for risk assessment and notification, mitigate, and maintain legally required records.

F.8 Requests. HumanoidX will reasonably assist Client with access, correction, deletion, portability, consent withdrawal, complaint, and regulator requests where Client cannot fulfill them without HumanoidX.

F.9 Return or Deletion. On termination or written instruction, HumanoidX will return or delete Client Personal Information, subject to legal retention, backups, security logs, dispute holds, and technical limitations. Retained data remains protected.

F.10 Audit. No more than annually, Client may request relevant security documentation or a reasonable remote review. On-site audits require a material concern, confidentiality, scope limits, no access to other customers, and reimbursement of reasonable costs unless a material breach is found.

F.11 Default Data Configuration

Data type	Default
Robot telemetry / diagnostics	Collected for operations, support, safety, warranty, and security; retained up to 24 months or longer for an active dispute, warranty, or legal requirement.
Raw audio recording	Disabled and not retained.
Raw video recording	Disabled and not retained.
Live audio/video processing	May occur transiently for interaction and navigation; retention only if expressly enabled.
Contact / lead information	Collected only through an approved consent flow; retained according to Client instructions and applicable marketing/privacy law.
Facial recognition / biometric templates	Disabled; separate addendum mandatory.
Interaction transcripts	Disabled by default; if enabled, retention and redaction rules must be stated in the Order.
De-identified analytics	May be retained for legitimate operational, safety, research, and service improvement purposes in accordance with law.

F.12 Client Obligations. Client will provide lawful instructions, a public-facing privacy notice, valid consents, and a process for privacy requests, and will not instruct HumanoidX to collect unnecessary or unlawful information.

Schedule G — Support and Service Levels

Only the tier selected in the Order applies. Response targets are targets, not guaranteed resolution times, unless expressly stated as service credits.

Tier	Coverage	Initial response target	Included
Event On-Site	During booked event window	Immediate on-site triage	Operator, restart/recovery, approved fallback experience.
Standard Managed	Business days, 9:00–17:00 Eastern	P1: 2 business hours; P2: 8 business hours; P3: 2 business days	Remote support, monitoring during coverage, routine updates, monthly report if stated.
Extended Managed	Daily, 8:00–22:00 Eastern	P1: 1 hour; P2: 4 hours; P3: 1 business day	Extended remote support, escalation, agreed preventive maintenance.
Enterprise / 24×7	As stated in Order	Custom	Dedicated escalation, service credits, spare-unit or on-site commitments only if expressly priced.

G.1 Exclusions. Targets exclude Client delay, denied access, unsafe conditions, force majeure, manufacturer response, customs, parts lead time, unsupported changes, and third-party outages.

G.2 Service Credits. No service credit applies unless an Order expressly defines the metric, exclusions, measurement, claim process, and credit. Credits are the exclusive remedy for a missed SLA.

G.3 Planned Maintenance. HumanoidX will use reasonable efforts to provide advance notice for planned maintenance affecting a recurring deployment.

Schedule H — Equipment Condition, Custody and Incident Protocol

Equipment record

Robot make / model	[INSERT]
Serial number	[INSERT]
Accessories / batteries / chargers / cases	[INSERT]
Replacement value	CAD $[INSERT]
Handover date / time / location	[INSERT]
Custody party	[INSERT]
Visible condition and photographs	[ATTACH]
Known limitations	[INSERT]
Approved operators	[INSERT]
Approved Site / relocation limits	[INSERT]

Incident Protocol

Immediately stop operation and activate emergency procedures where required.
Protect people first; call emergency services and provide first aid where appropriate.
Do not move damaged Equipment except to prevent further injury or damage.
Notify HumanoidX's incident contact and Client's responsible manager immediately.
Preserve logs, video, photos, witness names, Site records, and damaged components in accordance with privacy law.
Do not admit liability, promise payment, or make public statements on behalf of the other Party.
Complete a written incident report within 24 hours.
Cooperate with insurers, legal counsel, regulators, manufacturers, and investigators.

Schedule I — Proposed Insurance Requirements (Broker Review)

Coverage	HumanoidX proposed minimum	Client proposed minimum / trigger
Commercial General Liability	CAD $5,000,000 per occurrence and aggregate; bodily injury, property damage, personal/advertising injury, tenants liability, products/completed operations, contractual liability, and cross-liability/separation of insureds.	CAD $2,000,000 minimum; CAD $5,000,000 for public events, long-term custody, large venues, municipalities, or higher-risk Sites.
Technology E&O / Professional Liability	CAD $2,000,000 per claim and aggregate, covering programming, integration, managed services, AI, monitoring, and failure of technology services.	Required where Client supplies technology, data, integrations, or professional instructions creating material risk.
Cyber / Privacy Liability	CAD $2,000,000 per claim and aggregate, including privacy breach response, network security, regulatory defence where insurable, and media liability.	Client maintains cyber/privacy coverage appropriate to Personal Information and systems under its control.
Property / Inland Marine / Equipment Floater	Replacement cost for owned, rented, leased, and transported robots, batteries, accessories, and mobile equipment; transit and off-premises coverage.	Where Equipment is in Client's custody: replacement-value coverage for HumanoidX Equipment, with HumanoidX/financier as loss payee where available.
Commercial Automobile	CAD $2,000,000 where vehicles are owned or used for deliveries; hired/non-owned auto endorsement as appropriate.	CAD $2,000,000 for vehicles used by Client in connection with Equipment or transport.
Workers' Compensation / CNESST	Statutory coverage and good standing.	Statutory coverage and good standing for Client personnel.

Schedule J — University / Research Addendum

J.1 Project. The research project, lead investigators, facilities, robot, objectives, milestones, funding, student roles, and deliverables are described in the Research Order.

J.2 Ethics. No human-subject research, identifiable recording, biometrics, or sensitive-data collection begins until required ethics, privacy, and institutional approvals are documented.

J.3 Operational Responsibility. The Order identifies who controls the robot, supervises students, owns the Site, maintains emergency controls, and reports incidents. Early public interaction remains supervised.

J.4 Background IP. Each Party retains background intellectual property. No licence is implied beyond the project.

J.5 Project IP. Inventorship and authorship follow law. Ownership and commercialization of jointly developed patentable inventions, software, datasets, and documentation will be agreed before work begins or, if not agreed, each Party retains what its personnel create and jointly created rights are jointly owned to the extent required by law.

J.6 HumanoidX Platform. HumanoidX retains its robot platform, behavior framework, deployment methods, commercialization rights, reusable code, and generalized improvements, unless a specific funded development term expressly says otherwise.

J.7 Institutional Research. The university may use approved project results for non-commercial research and teaching, subject to confidentiality, privacy, safety, publication review, and third-party rights.

J.8 Publication. Publications require thirty days' pre-review; confidential information will be removed and publication may be delayed up to ninety days for patent filing.

J.9 Data. The research plan identifies data categories, custodians, access, de-identification, retention, sharing, participant withdrawal, publication, and destruction.

J.10 Student Work. The institution will ensure students sign confidentiality and intellectual property documents appropriate to the project before access.

J.11 No Clinical or High-Risk Research. Clinical, healthcare treatment, autonomous public operation, or other High-Risk Use research requires a separate addendum, ethics review, and confirmed insurance.

J.12 Publicity. Press releases, public demonstrations, use of names/logos, and media access require prior coordination and institutional approval.

Schedule K — Hardware Sale, Lease or Financing Addendum

Transaction type	☐ Sale ☐ Lease ☐ Lease-to-own ☐ Financing coordination ☐ Distribution ☐ Assembly/configuration
Equipment / model / configuration	[INSERT]
Quantity / serial numbers	[INSERT]
Price / currency	[INSERT]
Deposit / payment milestones	[INSERT]
Manufacturer / supplier	[INSERT]
Incoterm and named place	[INSERT — Incoterms 2020]
Importer of record / customs broker	[INSERT]
Freight / insurance / duties / taxes	[INSERT]
Estimated lead time	[INSERT — estimate only unless guaranteed]
Inspection / acceptance period	[INSERT; default 5 business days]
Manufacturer warranty	[INSERT / pass-through]
Title transfer / security	[INSERT]
Risk of loss transfer	[INSERT]
Service / support included	[INSERT]
Return / cancellation rights	[INSERT]
Territory / export limits	[INSERT]

K.1 Order Commitment. Once HumanoidX places a manufacturer order or incurs a non-refundable commitment, Client may not cancel except as expressly permitted by the supplier and must reimburse all committed costs.

K.2 Inspection. Client will inspect delivered Equipment within the stated period and provide detailed written notice of shipping damage, shortage, or material non-conformity. Failure to notify constitutes acceptance for visible issues.

K.3 Warranty Process. Client will follow manufacturer warranty procedures and permit diagnostics. Shipping, customs, labour, travel, and loaner costs are included only if stated.

K.4 Lease Use. Leased Equipment may be used only at the approved Site by trained users and remains subject to Sections 7–11 and Schedule H.

K.5 Default. On payment default or material breach, HumanoidX or financier may suspend access, accelerate amounts where legally permitted, and recover Equipment, subject to mandatory law and any financing documents.

K.6 End-of-Life and Parts. HumanoidX does not guarantee indefinite parts, firmware, cloud, or manufacturer support. The Parties may agree on spare parts inventory, replacement planning, or lifecycle services.

Questions about this agreement? Contact us at legal@humanoidx.ca or via our contact form.