HUMANOID
TERMS OF SERVICE

Last Modified: September 25, 2023

These Terms of Service (these “Terms”) of Humanoid Labs, Inc. (“Humanoid,” “we,” or “us”) are an agreement that describes
your rights and responsibilities as a Humanoid user. This page explains the terms by which you may access and use our online
and/or mobile services, website, software, and documentation provided on or in connection with the service (collectively, the
“Service”). By accessing or using the Service you signify that you have read, understood, and agree to be bound by these Terms
and to the collection and use of your information as set forth in our Privacy Notice available at [insert URL], whether or not you
are a registered user of our Service. Humanoid reserves the right to modify these terms and will provide notice of these changes
as described below. These Terms apply to all visitors, users, and others who access the Service (“Users”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A
MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 11.2 (THE “ARBITRATION AGREEMENT”) AND CLASS
ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS
YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION
ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE
ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR
RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO
PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE
ACTION OR PROCEEDING.

1. Our Service

1.1 Eligibility

This is a contract between you and Humanoid. You must read and agree to these terms before using the Humanoid Service. If
you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Humanoid,
and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
Any use or access to the Service by anyone under 16 is strictly prohibited and in violation of these Terms. If you are a minor
(which is under the age of 18 in most states), you may use our Service only with the involvement of a parent or legal guardian
and their consent and agreement to these Terms. If you are under 18, you represent and warrant that you have your parent or
guardian’s permission to use our Service and that your parent or guardian is agreeing to these Terms. If you are a parent or legal
guardian of a User under the age of18, by allowing your child to use our Service, you are subject to these Terms and responsible
for your child’s activity on our Service. The Service is not available to any Users previously removed from the Service by
Humanoid.

1.2 Limited License

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely
revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service.
Humanoid reserves all rights not expressly granted herein in the Service and the Humanoid Content (as defined below).
Humanoid may terminate this license at any time for any reason or no reason.

1.3 User Accounts

Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and

maintain from time to time and in our sole discretion.

You may never use another User’s User Account without permission. When creating your User Account, you must provide
accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity
that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong”
passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your User Account.
You must notify Humanoid immediately of any breach of security or unauthorized use of your User Account. Humanoid will not
be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings in your settings page. By
providing Humanoid your email address you consent to our using the email address to send you Service-related notices,
including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you
other messages, such as changes to features of the Service and special offers. If you do not want to receive such email
messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email
messages regarding updates, improvements, or offers.

1.4 Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the
Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated
system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends
more request messages to the Humanoid servers than a human can reasonably produce in the same period of time by using a
conventional on-line web browser (except that Humanoid grants the operators of public search engines revocable permission to
use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for
creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting
spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or
decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our
sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses,
worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information,
including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating
another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to
hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any
technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to
prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any
content or enforce limitations on use of the Service or the content therein.

1.5 Changes to the Service

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users
generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the
Service without notice and liability for any reason, including if in our sole determination you violate any provision of these
Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

1.6 Disputes with Other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor
disputes between you and other Users. Humanoid shall have no liability for your interactions with other Users, or for any User’s
action or inaction.

1.7 Service Location

The Service is controlled and operated from facilities in the United States. Humanoid makes no representations that the Service
is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their
own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations,
including but not limited to export and import regulations. You may not use the Service if you are a resident of a country
embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless
otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities
located in the United States.

2. User Content

Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile
information, audiovisual content, photos, graphics, comments, questions, and other content or information (any such materials
a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).

WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS.
However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise
interact with your User Content. By providing or sharing User Content through the Service, you agree to allow others to view,
edit, share, and/or interact with your User Content in accordance with your settings and these Terms. Humanoid has the right
(but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you
expressly grant, and you represent and warrant that you have all rights necessary to grant, to Humanoid a royalty-free,
sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list
information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all
such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any
form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Humanoid’s
(and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the
Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User

2

of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display
and perform such User Content as permitted through the functionality of the Service and under these Terms.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights,
moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other
intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations,
renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

3. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation,
software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos,
music, and User Content belonging to other Users (the “Humanoid Content”), and all Intellectual Property Rights related
thereto, are the exclusive property of Humanoid and its licensors (including other Users who post User Content to the Service).
Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual
Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly
perform, publish, adapt, edit or create derivative works from any Humanoid Content. Use of the Humanoid Content for any
purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how
to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous,
unsolicited and without restriction and will not place Humanoid under any fiduciary or other obligation, and you hereby assign
to Humanoid all right, title, and interest in, and Humanoid is free to use, without any attribution or compensation to any party,
any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose
whatsoever, although Humanoid is not required to use any Feedback.

4. Text Messaging

You expressly consent and agree that Humanoid can contact you using written, electronic, or verbal means, including by manual
dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your

3

mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as
the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry.

We offer you the chance to enroll to receive recurring SMS/text messages from Humanoid. You may enroll to receive text
messages about account-related news and alerts and/or marketing and promotional offers for Humanoid products and services.
By enrolling in Humanoid’s SMS/text messaging service, you agree to receive text messages from Humanoid to your mobile
phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to
enroll the designated mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an
automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of
purchase. Humanoid is not responsible for any delays upon sending or receiving text messages.

To unsubscribe from text messages at any time, reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any text message you
receive from Humanoid. You consent that following such a request to unsubscribe, you may receive one final text message from
Humanoid confirming your request. For help, contact us at support@wearehumanoid.com.

5. Security

Humanoid cares about the integrity and security of your personal information. However, we cannot guarantee that
unauthorized third parties will never be able to defeat our security measures or use your personal information for improper
purposes. You acknowledge that you provide your personal information at your own risk.

6. DMCA Notice

Since we respect artist and content owner rights, it is Humanoid’s policy to respond to alleged infringement notices that comply
with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via
the Service, please notify Humanoid’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA,
you must provide the following information in writing:

number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the
copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice

Humanoid Labs, Inc.
Address: 6348 Colgate Ave

Los Angeles, CA 90049
Email: legal@wearehumanoid.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO
CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND
ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Humanoid and its affiliates that your copyrighted material has been
infringed. The preceding requirements are intended to comply with Humanoid’s rights and obligations under the DMCA,
including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights
and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Humanoid has adopted a policy of terminating, in appropriate
circumstances, Users who are deemed to be repeat infringers. Humanoid may also at its sole discretion limit access to the

4

Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not
there is any repeat infringement.

7. Third-Party Links and Information

The Service may integrate with, or contain, third-party products, services, materials, or information, or links thereto that are not
owned or controlled by us. Humanoid does not endorse or assume any responsibility for any such third-party sites, information,
materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or
through any third-party website or service, you do so at your own risk, and you understand that these Terms and Humanoid’s
Privacy Policy do not apply to your use of such sites. You expressly relieve Humanoid from any and all liability arising from your
use of any third-party website, service, or content, including without limitation User Content submitted by other Users.
Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and
delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that
Humanoid shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

8. Indemnity

You agree to defend, indemnify and hold harmless Humanoid and its subsidiaries, agents, licensors, managers, and other
affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims,
damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
(i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any
term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your
violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your
violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account
including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s
access and use of the Service with your unique username, password or other appropriate security code.

9. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM HUMANOID OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT
LIMITING THE FOREGOING, HUMANOID, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE
CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL
BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM
SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, HUMANOID DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND
HUMANOID WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF
CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL
RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS
UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HUMANOID, ITS AFFILIATES, AGENTS,
DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL,
USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.
UNDER NO CIRCUMSTANCES WILL HUMANOID BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM
HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION
CONTAINED THEREIN.

5

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUMANOID ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY
(I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE
TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR
ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR
ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HUMANOID, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES,
SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR
COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HUMANOID DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH LIABILITY OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HUMANOID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO
HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY
UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

11.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service
shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions
other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect
to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate
commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C.
§§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 11.2 and preempts all
state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the
Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The
application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree
to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we
retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or
threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other
intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief
required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an
arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

11.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR
DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HUMANOID. This Section 11.2 (the “Arbitration
Agreement”) applies to and governs any dispute, controversy, or claim between you and Humanoid that arises out of or relates
to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation,
validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing
communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or
transactions with Humanoid, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement
shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new Humanoid user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these
Terms by emailing Humanoid at legal@wearehumanoid.com with your first and last name and stating your intent to opt-out of
the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms,
including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at legal@wearehumanoid.com and attempt to resolve the dispute with us informally.
In the unlikely event that Humanoid has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any
Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited
Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and
this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules
are also available. The arbitration will be conducted in the U.S. county where you live or Delaware, unless you and Humanoid
agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing,
administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of
arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the

6

Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for
and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration,
your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small
claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment
to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in
any court of competent jurisdiction. You and Humanoid agree that the Arbitrator, and not any federal, state, or local court or
agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or
formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or
voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to
whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including
waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing Humanoid from seeking injunctive or other equitable relief from the
courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security,
Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your
claims qualify and so long as the matter remains in such court and advances on only an individual (non-class,
non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or
unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole
or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the
parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement.
Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or
in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such
relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All
other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties
agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of
any individual claims in arbitration.

11.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER
THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE
BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER
APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN
ONE PERSON’S CLAIMS. YOU AND HUMANOID AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL
CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED
MAY NOT AFFECT OTHER HUMANOID USERS. YOU AND HUMANOID FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS,
YOU AND HUMANOID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS
ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS
A PLAINTIFF OR CLASS MEMBER.

12. Additional Terms for Mobile Applications

12.1 Mobile Applications. We may make available software to access the Service via a mobile device (“Mobile
Applications”). To use any Mobile Applications you must have a mobile device that is compatible with the Mobile Applications.
Humanoid does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data
in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You
agree that you are solely responsible for any such charges. Humanoid hereby grants you a non-exclusive, non-transferable,
revocable license to use a compiled code copy of the Mobile Applications for one Humanoid User Account on one mobile device
owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the
Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell,
sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide
time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent,
disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or
restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of
the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You
acknowledge that Humanoid may from time to time issue upgraded versions of the Mobile Applications, and may automatically
electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such
automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such
upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or
third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications

7

or any copy thereof, and Humanoid or its third-party partners or suppliers retain all right, title, and interest in the Mobile
Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as
expressly provided for in these Terms, is void. Humanoid reserves all rights not expressly granted under these Terms. If the
Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The
Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software
documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction,
release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be
governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service.
The Mobile Applications originates in the United States, and is subject to United States export laws and regulations. The Mobile
Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving
exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other
countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Service.

12.2 Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire
from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you
and Humanoid, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content
thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple
has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In
the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple
will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law,
Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims,
losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by
these Terms and any law applicable to Humanoid as provider of the software. You acknowledge that Apple is not responsible for
addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the
Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software
fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar
legislation; and all such claims are governed solely by these Terms and any law applicable to Humanoid as provider of the
software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and
use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Humanoid, not Apple, will be solely
responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the
extent required by these Terms. You and Humanoid acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party
beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the
terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these
Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

12.3 Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire
from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and
Humanoid only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s
then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the
Google-Sourced Software; (iv) Humanoid, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has
no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree
that Google is a third-party beneficiary to these Terms as they relate to Humanoid’s Google-Sourced Software.

13. General

13.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or
assigned by you, but may be assigned by Humanoid without restriction. Any attempted transfer or assignment in violation
hereof shall be null and void.

13.2 Notification Procedures and Changes to these Terms. Humanoid may provide notifications, whether such
notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or
hard copy notice, or through posting of such notice on our website, as determined by Humanoid in our sole discretion.
Humanoid reserves the right to determine the form and means of providing notifications to our Users, provided that you may
opt out of certain means of notification as described in these Terms. Humanoid is not responsible for any automatic filtering you
or your network provider may apply to email notifications we send to the email address you provide us. Humanoid may, in its
sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we
change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that
material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your
acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or
access (or continue to access) the Service.

8

13.3 Entire Agreement/Severability. These Terms, together with any amendments and any additional
agreements you may enter into with Humanoid in connection with the Service, shall constitute the entire agreement between
you and Humanoid concerning the Service. Except as otherwise stated in Section 11.2, if any provision of these Terms is deemed
invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining
provisions of these Terms, which shall remain in full force and effect.

13.4 No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such
term or any other term, and Humanoid’s failure to assert any right or provision under these Terms shall not constitute a waiver
of such right or provision.

13.5 Contact. Please contact us at legal@wearehumanoid.com with any questions regarding these Terms.

9