Sale Agreement

This agreement ("Agreement") governs your ("you" or "the customer") purchase, assembly, and operation of the Asimov 1 Humanoid Robot DIY Kit ("Product" or "ASV1") sold by Menlo Research Pte. Ltd. (UEN: 202325852Z) (referred to as "us", "we" or "the Company"), a company incorporated in Singapore with its registered address at 143 Cecil Street, #06-02, GB Building, Singapore 069542. References to "Parties" mean references to us and you. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

By clicking to accept this Agreement on the payment portal and proceeding with your final payment, you expressly acknowledge, represent, and agree to be bound by all provisions set forth below.

1.Commercial Terms of Sale

1.1The specific price and shipping fee applicable to your purchase shall be those displayed on the platform at the time of the purchase.

1.2The purchase price and shipping fee displayed do not include any Taxes and Tariffs. You will be responsible for the payment of all Taxes and Tariffs applicable to the purchase. For the purposes of this clause, "Taxes and Tariffs" refer to all federal, state, provincial, territorial, county, municipal, local, or foreign taxes and fees, including but not limited to sales, use, license, excise, goods and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation and/or customs authority (or any similar authority), together with all interest, penalties, fines, or other additional amounts imposed in respect thereof. If any jurisdiction requires us to collect the Taxes and Tariffs from you, you shall make such payment of Taxes and Tariffs to us (or reimburse us for any Taxes and Tariffs we need to pay on your behalf) upon our demand.

1.3You are granted a 24-hour cancellation grace period immediately following the full payment, if production of the Product has not yet started. You must make the cancellation request by writing to us at our specified email address.

1.4To the maximum extent permitted by law, the Product is non-refundable and non-returnable, except under the conditions outlined in the limited warranty.

1.5The purchase price displayed is only for the Product. Additional potential services such as Menlo Cloud would be sold separately under separate terms.

2.User Declarations and Assumption of Risks

2.1By accepting this Agreement, you explicitly declare and agree to the following:

• (a)Age and Competence: You are 18 years of age or older and possess the technical expertise, tools and environment required to assemble and operate the Product safely. You understand this is a developer/research kit intended for educational and research purposes and is not a consumer product.
• (b)Assumption of Physical Risk: You acknowledge that assembling and operating a humanoid robot carries inherent physical risks, including but not limited to falling, unexpected motion, or actuator failure. You understand the kit involves moving parts, strong actuators, and a powerful battery that can cause injury if misused. You acknowledge and accept that the Product may be inherently dangerous (for example, a 35kg robot falling can break toes or cause serious injuries to you and any bystander), and that assembly involves mechanical, electrical, and wiring hazards.

2.2Operational Safety: You agree to maintain direct supervision during all operations and to create and deploy an emergency-stop mechanism which is always kept accessible. You strictly agree to restrict operation to indoor use only. You explicitly agree not to use the Product near vulnerable populations, including children, the elderly, or incapacitated individuals, without appropriate safeguards in place. You agree to comply at all times with any applicable local safety regulations, such as OSHA, CE, or similar regulations.

2.3Liability Release for Misuse: You accept full responsibility for ensuring safe deployment environments. You explicitly acknowledge that the Company holds no liability for mis-assembly, misuse, user error, or unauthorized user modifications.

2.4Prohibited Uses: You agree that use of the Product to cause harm, or to be weaponized, or to conduct unauthorized surveillance is strictly prohibited. You further agree to strictly abide by prohibitions against the impersonation of humans and you agree to deploy the Product only in safe environments and not in safety-critical environments. Further, you agree that you will not re-sell the Product to another party without our written consent.

2.5Compliance and Export: You represent that you are not subject to import/export restrictions (and that your importing of the Product into your jurisdiction will not cause us to infringe any applicable export restrictions). You agree to comply with all applicable regulations in your jurisdiction with respect to the import, assembly, and operation of the Product. You accept that onboard sensors collect data and that you hold sole responsibility for lawful use within your jurisdiction.

3.Limitation of Liability

3.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUE, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR DATA) ARISING IN CONNECTION WITH THIS CONTRACT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS FORESEEABLE.

3.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE INDEMNIFICATION OBLIGATION IN CLAUSE 4 BELOW, EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS CONTRACT UNDER ANY THEORY OF LIABILITY (INCLUDING LIABILITY IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL ORDER AMOUNT OF THIS AGREEMENT.

4.Indemnification

4.1You agree to unconditionally indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, causes of action, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in any way connected with: (a) your assembly, mis-assembly, testing, operation, deployment, or modification of the Product; (b) any bodily injury, death, or property damage caused by or related to the Product while under your ownership, control, or supervision; (c) your breach of any representation, warranty, or obligation set forth in this Agreement; and/or (d) your violation of any applicable safety standards, laws, regulations, or third-party rights.

4.2Your indemnification obligation shall survive the termination of this Agreement and your continued use or possession of the Product.

5.Warranties, Delivery, Inspection, Missing Items and Claim Process

5.1The limited warranty and additional terms and conditions relating to delivery, inspection, missing items and the claim process are set out in Schedule 1.

5.2Except as expressly provided above in this Agreement and in Schedule 1, there are no conditions, warranties or other terms binding on the Parties with respect to the actions contemplated by this Agreement.

6.Chargeback

6.1You acknowledge and agree that all payments made for the Product are final and non-refundable, subject strictly to the 24-hour cancellation policy and limited warranty expressly set forth in this Agreement. You explicitly agree not to initiate any chargeback, payment dispute, or reversal of funds with your credit card issuer, bank, or payment processing platform for any reason, including but not limited to buyer's remorse, dissatisfaction with the Product, delays in transit, or failure to successfully assemble or operate the Product.

6.2In the event you initiate a chargeback or payment reversal in breach of this clause, you agree that we shall have the right to dispute the chargeback by presenting this Agreement to the relevant financial institution. Furthermore, you shall be fully liable for any and all costs, fees, or expenses incurred by us in contesting such chargeback, including but not limited to administrative fees, banking penalties, and reasonable legal fees on a full indemnity basis.

7.Data Protection

7.1Each Party shall, at its own expense, ensure that it complies with the requirements of applicable legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including where applicable, the EU GDPR, the Californian CCPA, and the Singapore Personal Data Protection Act.

7.2You acknowledge that the Product has sensors which may capture personal information and that you may have legal obligations with respect to that personal information under applicable data protection laws in your jurisdiction, which may include notifying the subjects whose data is recorded.

7.3If and when the Menlo platform is provided for data processing, the data protection policy of that platform shall apply.

8.Force Majeure

Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

9.Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

10.Assignment

You may not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement without our written consent.

11.Notices

A notice given to a Party under or in connection with this Agreement shall be in the English language and sent to the email address recorded for that Party in the order, or in our case to the email address published for this purpose on our website.

12.Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

13.Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.Mandatory Mediation

Any dispute arising out of or in connection with this Agreement must be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC's Mediation Procedure in force for the time being. Either or any Party may submit a request to mediate to SMC, upon which the other party will be bound to participate in the mediation within 45 days thereof. Every Party to the mediation must be represented by a representative with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.

15.Governing Law and Arbitration

15.1This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Singapore.

15.2Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

1.Warranty and Warranty Period

1.1The Company warrants the Asimov 1 (ASV1) Kit against manufacturing defects ("Manufacturing Defects", as defined below) for a period of 90 days from the date of delivery to the customer ("Warranty Period").

1.2This warranty applies to the individual components supplied in the Kit, in the condition in which they are supplied. It does not extend to the Product as assembled by you, or to the performance, calibration, durability, or fitness for any purpose of the assembled Product. The Company supplies a kit of parts. It does not assemble, commission, tune, or validate the assembled Product.

1.3The Company does not warrant that the Product, once assembled, will operate without interruption or error, or will achieve any particular level of performance, accuracy, uptime, endurance, or capability. Except for the limited warranty expressly set out in this Schedule, the Product is supplied as a developer and research kit on an "as is" basis.

1.4This warranty is personal to the original purchaser and is not transferable. It does not survive any resale, assignment, or transfer of the Product or of any component.

2.Coverage

2.1This warranty covers Manufacturing Defects, defined as a reproducible hardware failure of a component arising from a defect in materials or workmanship at the time of shipment from the original component supplier or manufacturer. A failure is treated as reproducible only where it can be reproduced on the component in an unmodified and correctly installed state. The burden of demonstrating a Manufacturing Defect rests with the customer.

2.2A component is not defective merely because the assembled Product does not function as expected. Where the assembled Product fails, underperforms, or does not operate as intended, but no individual component is shown to be defective within the meaning of clause 2.1 of this Schedule, no claim arises under this warranty.

3.Exclusions

3.1This warranty does NOT cover:

• (a)User assembly, mis-assembly, or installation errors;
• (b)Normal wear and tear, cosmetic blemishes, or natural degradation of materials;
• (c)Software, firmware, or telecommunications failures;
• (d)Use of the Product outside prescribed environmental, thermal, or operational parameters;
• (e)Unauthorized modifications, third-party integrations, or use of non-approved power sources or batteries. This exclusion is limited in scope. It removes warranty coverage only for the specific component(s) whose failure was directly caused by the modification, integration, or non-approved power source, and does not affect warranty coverage for the remainder of the Product;
• (f)Damage occurring during transit or post-delivery handling (see Section 8 of this Schedule, which is handled via the contract manufacturer's DDP transit insurance and not this Warranty);
• (g)Self-disassembly, opening, or unauthorized repair of the battery pack or actuator/motor units by the customer (see Section 6 of this Schedule);
• (h)Any failure, malfunction, or underperformance of the assembled Product where no individual component is shown to be defective within the meaning of Section 2 of this Schedule;
• (i)Any component not supplied by the Company, and any component substituted, re-sourced, re-machined, 3D-printed, or otherwise fabricated or finished by the customer; and/or
• (j)Damage to any component caused by the failure, misconnection, or incorrect installation of another component, whether or not that other component is itself covered by this warranty.

4.Claim Process

4.1To make a claim, the customer must notify the Company in writing within the Warranty Period, describing the defect. The Company will, within 7 days, confirm whether the claim is valid and propose a resolution using commercially reasonable efforts. This would be your sole remedy for any Manufacturing Defects or any defects or failures with the Product. Given the nature of our offering, "commercially reasonable efforts" shall be deemed to not include any solutions, repair, replacement, and/or service which would result in a net financial loss to the Company. Hence, you agree that you would ultimately assume the risks of any Manufacturing Defects, defects or failures that cannot be remedied without a net financial loss to the Company.

4.2A claim must include the order reference, the component identifier or batch marking, clear photographs or video of the component and of its installation, and the steps required to reproduce the failure. The Company may require the component to be returned for inspection before confirming a claim, and may decline to assess a claim submitted without this information.

5.Resolution and Cost Allocation

5.1If the claim is valid, the Company (or its designated component supplier) will repair or replace the affected component. This warranty provides component-level repair or replacement only. The Company does not offer unit returns, exchanges, or refunds after delivery. The remedy is limited to the defective component itself and does not extend to any other component, to the assembled Product, or to any assembly, disassembly, reassembly, recalibration, or labour cost. A repaired or replacement component carries only the unexpired remainder of the original Warranty Period and does not start a new Warranty Period.

5.2The customer is responsible for shipping the defective component to the Company or its designated supplier for inspection, and for any duties or taxes arising on the outbound shipment of the repaired or replacement component, unless otherwise stated in writing by the Company.

6.Battery and Actuator Care

6.1The battery pack and actuator/motor units are precision components maintained by the Company's suppliers. For the customer's safety, and because opening these components makes it impossible for the supplier to reliably determine the original cause of a failure, customers should not attempt to open, disassemble, or independently repair the battery pack or any actuator unit.

6.2If a battery or actuator is found to have been opened or modified outside of an authorized repair process, warranty coverage for that component will no longer apply. The Company is not liable for any injury or safety incident arising from unauthorized disassembly of these components. Any suspected battery or actuator issue should be reported using the process in Section 4 of this Schedule, with the affected unit returned unopened so it can be properly inspected by the relevant supplier.

7.Kit Fulfillment Errors (Non-Warranty)

7.1Missing or incorrect parts relative to the packing list, or damage caused by defective packaging (not carrier-caused), must be reported within 14 days of delivery. Upon confirmation, the contract manufacturer will ship the missing or correct item directly to the customer. This process is handled under this Section 7 of this Schedule and is separate from the Warranty described in Sections 1 to 6 of this Schedule.

8.Transit Damage Claims and Risk of Shipping Damage and Loss

All ASV1 shipments are arranged with a signature-required delivery service. The process for handling transit damage depends on when the damage is discovered.

8.1Visible Damage at Delivery (Outer Packaging Damaged). If the customer identifies visible damage to the outer packaging at the time of delivery, the customer should refuse the delivery. Once the courier returns the shipment to the contract manufacturer's city warehouse, the contract manufacturer will arrange a reshipment to the customer.

8.2Concealed Damage After Signed Delivery (Outer Packaging Intact). Once a delivery has been signed for, returns or exchanges will not generally be provided, except where the outer packaging was intact but the customer can demonstrate missing materials or internal component damage. In this case, the customer must provide a complete, unedited unboxing video as proof. Photos alone are not sufficient for this scenario.

8.3Except as expressly provided above, title and all risk of loss, damage, theft, or destruction to the Product shall pass entirely to you immediately upon our tender of the Product to the applicable third-party carrier. We explicitly disclaim any and all liability for damage, loss, or delays occurring during transit. You acknowledge and agree that you bear the sole risk of shipping damage, and that any claims for such loss or damage must be filed and pursued directly by you against the respective carrier or your freight insurance provider (if applicable).

9.Inspection

9.1You have 14 days from the date of arrival to inspect the Product. The "date of arrival" shall be deemed as the earlier of: (a) the date the designated carrier records the Product as "Delivered" to the shipping address; (b) the date of the carrier's first attempted delivery; or (c) the date the Product is made available for the buyer's collection at a local customs facility or carrier hub.

9.2If no written communication is received within 14 days from the date of arrival, the Product is legally deemed to be accepted by you to have arrived complete, in good order, and to be in acceptable condition, save for any Manufacturing Defects that could not be discovered by mere inspection.

10.Returns

10.1Opened kits are eligible for repair or replacement only, at the Company's sole discretion, as a remedy. Where approved by the Company at its sole discretion, Return Merchandise Authorization (RMA) shipping is at the buyer's expense, with an estimated 60 to 90 day turnaround process, with instructions to be provided by the Company on request.