Master Sales & Service Agreement

1. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

• "Equipment" means robotic hardware, components, accessories, and related physical products supplied by smert.ai.
• "Software" means smert.ai's proprietary control software, firmware, and operating systems installed on Equipment.
• "AI Components" means any artificial intelligence, machine learning, or automated decision-making systems included in the Software or Equipment.
• "Deliverables" means all Equipment, Software, documentation, and services provided under a Quote or Statement of Work.
• "Quote" means any written quotation, proposal, or order form issued by smert.ai specifying Equipment, pricing, and terms.
• "Statement of Work" or "SOW" means any written document describing custom services, integration work, or project specifications.
• "Project Commencement" means the earlier of: (a) ordering of materials or components; (b) beginning of customization or configuration work; or (c) scheduling of shipment or installation.
• "Installation Site" means the location where Equipment will be installed and operated.

2. Scope of Agreement

This Agreement applies to all purchases of Equipment, Software, and services from smert.ai, including but not limited to:

• Hospitality robotics (coffee robots, bartender systems, food service automation)
• Industrial robotics (collaborative robots, manufacturing automation)
• AI consulting and implementation services
• Software licensing and subscription services
• Installation, training, and maintenance services
• Spare parts and consumables

This Agreement supersedes any terms or conditions in Customer's purchase orders or other documents, which shall have no effect unless expressly agreed in writing by an authorized representative of smert.ai.

3. Order Process

3.1 Quotation: smert.ai will provide a written Quote specifying Equipment, pricing, delivery terms, and payment schedule. Quotes are valid for thirty (30) days unless otherwise stated.

3.2 Order Acceptance: Orders are placed by signing the Quote or issuing a purchase order referencing the Quote. An order is binding upon written acceptance by smert.ai or upon receipt of the deposit payment.

3.3 Order Confirmation: smert.ai will provide written confirmation of accepted orders within five (5) business days, including estimated delivery timelines.

3.4 Changes: Any changes to an accepted order must be agreed in writing and may result in revised pricing, timelines, or terms.

4. Pricing & Payment Terms

4.1 Pricing: All prices are as stated in the applicable Quote. Prices are quoted in USD unless otherwise specified. Prices do not include applicable taxes, duties, shipping, or installation costs unless expressly stated.

4.2 Payment Schedule: Unless otherwise agreed in writing:

• Deposit: Fifty percent (50%) of the total order value is due upon order acceptance to commence the project.
• Balance: The remaining fifty percent (50%) is due prior to shipment or as specified in the Quote.
• Services: Service fees are invoiced monthly in arrears unless otherwise specified.

4.3 Payment Methods: Payments may be made by wire transfer, ACH, credit card (subject to processing fees), or other methods specified in the Quote.

4.4 Late Payments: Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Customer shall reimburse smert.ai for all costs of collection, including reasonable attorney's fees.

4.5 Taxes: Customer is responsible for all applicable taxes, duties, and fees, excluding taxes on smert.ai's net income.

5. Deposit & Cancellation Policy

6. Delivery & Installation

6.1 Delivery: Delivery dates are estimates only and are not guaranteed. smert.ai shall not be liable for delays caused by factors beyond its reasonable control.

6.2 Shipping Terms: Unless otherwise specified, Equipment is shipped FOB Origin (Incoterms 2020: EXW). Risk of loss passes to Customer upon delivery to the carrier.

6.3 Inspection: Customer must inspect Equipment within five (5) business days of delivery and notify smert.ai in writing of any damage or discrepancies. Failure to notify constitutes acceptance.

6.4 Installation: If installation services are included, they will be performed at the Installation Site during normal business hours. Additional charges may apply for after-hours work, travel, or site modifications.

7. Customer Implementation Responsibilities

8. Robotics Safety Disclaimers

8A. Customer Insurance Requirements

9. AI Liability Limitations

10. Software Warranty

11. Hardware Warranty

11.1 Warranty Period: smert.ai warrants that Equipment will be free from defects in materials and workmanship for a period of twelve (12) months from delivery, or as otherwise specified in the Quote ("Hardware Warranty Period").

11.2 Manufacturer Warranty: Certain components may be covered by the original manufacturer's warranty, which smert.ai will pass through to Customer. smert.ai makes no additional warranty beyond the manufacturer's terms for such components.

11.3 Warranty Remedy: For valid warranty claims, smert.ai will, at its sole discretion: (a) repair the defective Equipment; (b) replace the defective Equipment with new or refurbished equipment of equivalent functionality; or (c) refund the purchase price of the defective Equipment.

11.4 RMA Process: Customer must obtain a Return Merchandise Authorization (RMA) number before returning any Equipment. Equipment must be shipped prepaid in original or equivalent packaging. smert.ai is not responsible for Equipment damaged in transit.

12. Warranty Exclusions

Warranties do not cover damage or defects caused by:

• Misuse, abuse, neglect, or improper operation
• Unauthorized modification, repair, or alteration
• Use of non-approved parts, consumables, or accessories
• Failure to follow operating instructions or maintenance schedules
• Environmental factors (power surges, water damage, extreme temperatures)
• Normal wear and tear
• Cosmetic damage that does not affect functionality
• Acts of God, accidents, or third-party actions
• Operation outside specified parameters or ratings

13. Limitation of Liability

14. Indemnification

14.1 Customer Indemnification: Customer shall indemnify, defend, and hold harmless smert.ai, its affiliates, and their directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• Customer's use of the Equipment or Software
• Customer's failure to implement adequate safety measures
• Claims by Customer's employees, contractors, or customers
• Customer's breach of this Agreement
• Customer's negligence or willful misconduct
• Products manufactured or services provided using the Equipment

14.2 smert.ai Indemnification: smert.ai shall indemnify Customer against third-party claims that the Equipment or Software, as delivered, infringes a valid patent or copyright, provided Customer promptly notifies smert.ai of such claims and provides reasonable assistance.

15. Intellectual Property

15.1 Ownership: smert.ai retains all right, title, and interest in and to the Software, including all intellectual property rights. Customer receives only a limited license to use the Software with the Equipment.

15.2 License Grant: Subject to payment and compliance with this Agreement, smert.ai grants Customer a non-exclusive, non-transferable license to use the Software solely with the Equipment for Customer's internal business purposes.

15.3 Restrictions: Customer shall not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) sublicense, sell, or transfer the Software; (d) remove any proprietary notices; or (e) use the Software for competitive purposes.

16. Confidentiality

16.1 Confidential Information: Each party agrees to maintain the confidentiality of the other party's proprietary or confidential information and not to disclose such information to third parties without prior written consent.

16.2 Exceptions: Confidential information does not include information that: (a) is or becomes publicly available; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

16.3 Duration: Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

16A. Export Control & Compliance

17. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their reasonable control, including but not limited to:

• Natural disasters, epidemics, or pandemics
• War, terrorism, or civil unrest
• Government actions, embargoes, or sanctions
• Supply chain disruptions or component shortages
• Labor disputes or strikes
• Transportation disruptions or shipping delays
• Infrastructure failures (power, communications)
• Manufacturing delays by suppliers

The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected order without liability.

18. Termination

18.1 Termination for Breach: Either party may terminate this Agreement if the other party materially breaches and fails to cure within thirty (30) days of written notice.

18.2 Termination for Insolvency: Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations.

18.3 Effects of Termination: Upon termination:

• All outstanding payments become immediately due
• Customer's license to use Software terminates
• Provisions that by their nature should survive (confidentiality, limitation of liability, indemnification) shall remain in effect

18.4 Return of Materials: Upon termination, each party shall return or destroy the other party's confidential information upon request.

19. Dispute Resolution

19.1 Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiations between appropriate representatives.

19.2 Arbitration: If negotiation fails, disputes shall be resolved by binding arbitration as follows:

• For Asia-Pacific Customers: Arbitration shall be conducted in Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC).
• For Americas, Europe, and Other Customers: Arbitration shall be conducted in Wilmington, Delaware, USA, under JAMS rules, or at smert.ai's option, through the American Arbitration Association (AAA).

19.3 Language: Arbitration proceedings shall be conducted in English.

19.4 Costs: Each party shall bear its own costs, with arbitration fees shared equally unless the arbitrator determines otherwise.

20. Governing Law

21. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

22. Entire Agreement

This Agreement, together with any applicable Quote, Statement of Work, and smert.ai's standard Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

23. Contact Information

For questions regarding this Agreement or to request modifications, please contact: