# SOFTWARE SERVICES AGREEMENT **This Software Services Agreement (“Agreement”)** is entered into as of March 3, 2026 (the “Effective Date”) by and between: - **Wickline Perception, Inc.**, a Delaware corporation with offices at 4400 Harborview Way, Suite 700, San Mateo, CA (“**Wickline**” or “**Vendor**”); and - **Sablefield Robotics, Inc.**, a Delaware corporation with offices at 1201 Foundry Street, Nashville, TN (“**Sablefield**” or “**Customer**”). Wickline and Sablefield are each a “Party” and together the “Parties.” > **Background.** Wickline operates **WicklineVision**, a hosted computer-vision API that performs object detection and defect classification on images and video. Sablefield manufactures industrial robots and wishes to use WicklineVision to process imagery captured by its robots on customer floors. This Agreement is on **Wickline’s standard terms** (Sablefield is the customer / purchasing side). --- ## 1. Services and License 1.1 **Services.** Subject to this Agreement, Wickline will make WicklineVision (the “Services”) available to Sablefield during the Term, as described in the ordering page at Exhibit A. 1.2 **License.** Wickline grants Sablefield a non-exclusive, non-transferable, revocable right to access and use the Services solely for Sablefield’s internal business operations. 1.3 **Beta Features.** Wickline may designate certain features as “Beta.” Beta features are provided **“AS IS,” with no warranties of any kind**, and may be modified or withdrawn at any time without notice. ## 2. Fees and Payment 2.1 Sablefield will pay the fees set out in Exhibit A. Fees are invoiced annually in advance and are **non-refundable**. Undisputed invoices are due net thirty (30) days. 2.2 Wickline may increase fees for any renewal term on sixty (60) days’ written notice prior to the renewal. ## 3. Term and Termination 3.1 **Initial Term.** This Agreement begins on the Effective Date and continues for **twelve (12) months**. 3.2 **Renewal.** This Agreement will **automatically renew** for successive twelve (12) month terms **unless either Party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.** 3.3 **Termination for cause.** Either Party may terminate for the other’s material breach not cured within thirty (30) days of written notice. 3.4 Sablefield has **no right to terminate for convenience** during any term. ## 4. Customer Data and Model Improvement 4.1 **Customer Vision Data.** “Customer Vision Data” means images, video, and related metadata that Sablefield submits to the Services. 4.2 **Processing.** Wickline will process Customer Vision Data to provide the Services. **A separate data processing addendum (DPA) is not included with this Agreement.** 4.3 **Security.** Wickline maintains a SOC 2 Type II report, **available to Customer upon request under NDA.** 4.4 **Model improvement.** Sablefield grants Wickline a perpetual, worldwide, royalty-free license to use Customer Vision Data, **including to train, refine, and improve Wickline’s models and products**, provided Wickline uses data in aggregated or de-identified form for such purposes. ## 5. Intellectual Property 5.1 Wickline owns and retains all rights in the Services and in **all improvements, derivatives, and models developed or refined in connection with this Agreement, including any trained using Customer Vision Data.** 5.2 Sablefield owns its Customer Vision Data, subject to the license in Section 4.4. ## 6. Confidentiality 6.1 Each Party will protect the other’s Confidential Information with at least reasonable care and use it only to perform under this Agreement. This Section 6 survives termination for three (3) years. ## 7. Warranties and Disclaimer 7.1 Wickline warrants that the Services will perform materially as described in current documentation. **EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND WICKLINE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.** ## 8. Limitation of Liability 8.1 **Cap.** EXCEPT FOR A PARTY’S PAYMENT OBLIGATIONS, **EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.** 8.2 **Consequential damages.** NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. 8.3 The limitations in this Section 8 apply **without exception**, including to claims arising from breach of confidentiality, data incidents, or indemnification. ## 9. Indemnification 9.1 **By Wickline.** Wickline will defend Sablefield against third-party claims that the Services infringe a U.S. patent or copyright, and pay resulting damages finally awarded. 9.2 **By Sablefield.** Sablefield will defend and indemnify Wickline against any claim arising from Customer Vision Data or Sablefield’s use of the Services. 9.3 The Parties acknowledge that **Wickline provides no indemnity for data breaches or violations of privacy law.** ## 10. Governing Law and Venue 10.1 This Agreement is governed by the laws of the State of California. The Parties consent to the **exclusive jurisdiction of the state and federal courts located in San Mateo County, California**, and **each Party waives any right to a jury trial.** ## 11. General 11.1 This Agreement, with its Exhibits, is the entire agreement between the Parties and supersedes all prior discussions. Amendments must be in a writing signed by both Parties. Neither Party may assign this Agreement without the other’s prior written consent, **except that Wickline may assign freely in connection with a merger, acquisition, or sale of assets.** --- **WICKLINE PERCEPTION, INC.** By: ______________________________ Name: Dana Holloway Title: VP, Commercial Date: ____________ **SABLEFIELD ROBOTICS, INC.** By: ______________________________ Name: ____________________________ Title: ___________________________ Date: ____________ *Exhibit A (Ordering page — fees, environment, support tier) intentionally omitted from this teaching copy.*