If a dispute arises regarding the products, the Parties may jointly appoint a third-party inspection agency for assessment. If the product quality is found not to conform to the contractual requirements, the inspection cost shall be borne by Party B; if the product quality is found to conform, the cost shall be borne by Party A.

If the Parties agree to a product replacement after consultation, any transportation costs incurred shall be borne by Party A.

第七条 违约责任 Liability for Breach

If Party A delays payment of the contract amount, it shall pay to Party B a late penalty of one percent (1%) per day of the outstanding amount until full payment is made. If such delay exceeds thirty (30) days, Party B shall have the right to unilaterally terminate this Agreement. The Agreement shall automatically terminate upon Party A’s receipt of the termination notice, and Party B shall have the right to reclaim the products under this Agreement. If the penalty is insufficient to cover Party B’s actual losses, Party B shall be entitled to claim compensation for the shortfall, including but not limited to legal fees, travel expenses, notarization costs, and litigation fees.

If Party A delays in taking delivery of the products, it shall bear any additional expenses and losses caused by such delay, including actual storage fees, maintenance costs, and any losses caused by improper storage (including legal fees, travel costs, notarization, and litigation expenses).

If Party B delivers the products to the designated delivery location in accordance with the Agreement, and Party A fails to take delivery in time, the risk of damage or loss of the products shall be borne by Party A from the date it was obligated to take delivery.

If either Party breaches this Agreement, the non-breaching Party shall have the right to claim compensation for all resulting losses, including but not limited to litigation fees, arbitration fees, attorney’s fees, and travel expenses. If this Agreement provides for specific liability for breach, such provisions shall prevail.

Prior to the confirmation of the delivery date by both Parties, either Party may negotiate to terminate this Agreement without either Party bearing liability for breach.

第八条 知识产权与许可使用 Intellectual Property and License Control

Unless otherwise agreed in writing, Party B shall retain full ownership of any general-purpose software platforms, algorithm models, or component modules it independently develops. Party A shall have only a right to use the products for its normal business purposes and shall not copy, decompile, modify, transfer, or sublicense them to any third party.

If Party B performs any custom development based on Party A’s requirements, the ownership of such development results shall belong to Party B.

For any software services provided by Party B, Party A shall have a non-exclusive, non-transferable license to use the current version during the period of paid service. Upon termination of service, Party A shall cease using the software.

第九条 合同纠纷处理及争议的解决 Dispute Resolution

本协议之签署、效力、解释、履行及争议的解决均应适用中华人民共和国(不包括香港、澳门特别行政区及台湾地区)法律管辖。本协议的变更及其他未尽事宜，由双方另行友好协商解决。因履行本合同引起的或与本合同有关的争议，甲、乙双方应首先通过友好协商解决，协商不成的，任何一方均有权向有乙方所在地人民法院提起诉讼。本协议的变更及其他未尽事宜，由双方另行友好协商解决。因产品的质量问题发生争议的，应当邀请国家认可的质量检测机构对货物质量进行鉴定。

This Agreement is governed by the laws of the People’s Republic of China. Disputes shall be resolved through negotiation; if unsuccessful, either Party may submit to the competent court where Party B is located. Any amendments to this Agreement and any matters not covered herein shall be resolved through separate friendly consultation between the Parties. In the event of a dispute arising from product quality issues, the Parties shall engage a nationally accredited quality inspection agency to conduct an evaluation of the goods.

第十条 责任限制 Limitation of Liability

在任何情况下，乙方对甲方因本协议或相关交易而产生的任何间接、特殊、附带、惩罚性或后果性损害（包括但不限于利润损失）不承担责任，无论该损害是否可预见，亦无论责任基于合同、侵权、过失或其他原因。乙方对甲方的任何赔偿责任总额不应超过甲方因引起索赔的产品或服务所实际支付的费用总额。

Under no circumstances shall Party B be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to lost profits) arising out of or relating to this Agreement or the transactions contemplated herein, whether foreseeable or not and regardless of the legal theory (contract, tort, negligence, or otherwise). Party B’s total liability shall not exceed the total amount actually paid by Party A to Party B for the specific product or service giving rise to the claim.

（以下为签字页）

(Signature page to follow)

兹此，双方授权代表于文首之日签署本协议。

IN WITNESS WHEREOF, the authorized representative of the Parties have executed this Agreement as of the date first above written.

甲方 (Party A)：北京开物同创科技发展有限公司

授权代表签字/Signature by authorized representative:

姓名/Name: 王果儿

/s/ 王果儿

乙方 (Party B)：博宇人工（北京）智能科技有限公司

Boyu Artificial Intelligence (Beijing) Technology Co., Ltd.

授权代表签字/Signature by authorized representative:

姓名/Name: 赵东双

/s/ 赵东双

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