90-Day Trial Agreement

Terms and conditions

This 90-Day Trial Agreement (“Agreement”) is entered into between You, the Customer (“Customer”) and Arize Corporation, a California Corporation (“Arize”), and together with Customer, the "Parties", and each, a "Party").

Trial Program. Arize shall provide the available Trial Product(s) (“Trial Product(s)” include: Arize Smart Hub, Arize/Yale Smart Lock, Arize Smart Thermostat, Arize Water Leak Detector, Arize Motion Detector, and Arize Entry Sensor) to Customer for a period of 90 days commencing upon the date that the Trial Product(s) is accepted by Customer (“Trial Period”), unless terminated earlier in accordance with the provisions of this Agreement. Acceptance shall be deemed to occur upon the delivery of the Trial Product(s) by Arize. Customer shall provide material feedback to Arize during and/or at the end of the Trial Period. The number and/or variety of Trial Product(s) shall be determined solely by Arize, which will be subject to availability and other limitations. The available Trial Product(s) shall be reflected in the “Pro Forma,” which will be provided to the Customer prior to delivery.

Delivery, Installation and Removal. Arize will schedule the delivery and installation of Trial Product(s) in accordance with its business demands and available workforce. Installation and Removal of the Trial Product(s) shall be performed by Arize, or an authorized agent of Arize. A representative of Customer must be present during installation and/or removal. If a Customer wants to return any Trial Product(s) prior to or at the conclusion of the Trial Period, Customer shall provide Arize with a written notice of Customer’s intention to terminate this Agreement, and Arize shall schedule the removal of the Trial Product(s) in accordance with its business demands and available work force.

Title to Trial Product(s) during Trial Period & License for Use. Customer acknowledges and agrees that Arize is the owner or the authorized distributor of the Trial Products(s). Arize grants to Customer a non-exclusive, nontransferable, revocable right to use the Trial Product(s) within Customer’s owned properties, solely for the purpose of evaluation and for possible purchase from Arize and only for the duration of the Trial Period. Customer shall not sublicense the right to use the Trial Product(s) or transfer the Trial Product(s) to a third party. Customer shall not alter or modify the Trial Product(s) in any way, including but not limited to: reverse engineering the Trial Product(s), decompiling the Trial Product(s) or disassembling the Trial Product(s). Customer shall be liable for all damages and/or destruction, partial or complete, to any item of the Trial Product(s) solely caused by the acts or omissions of Customer.

“As is” and Disclaimer of Warranty; Limitation of Liability. Unless and until the Trial product(s) is purchased by you, the Trial product(s) is provided by Arize “as is” and Arize hereby disclaims all warranties, whether implied, express or statutory, including, without limitation, warranty of merchantability or fitness for a particular use and all warranties for title and non-infringement. Arize shall not be liable to customer for direct, indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, lost profits, loss by reason of shutdown in operation or increased expenses of operation or property damage) of any nature arising from any cause whatsoever, even if Arize has been advised of the possibility of such losses or damages. In no event shall Arize's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid by Customer for the Trial Products.

Indemnification. To the extent proximately and proportionately caused by any willful misconduct or negligent act or omission of the Customer, its employees or agents, in connection with this Agreement, Customer will indemnify, defend and hold Arize harmless from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of or resulting from, including, but not limited to: any bodily injury or damages to tangible property suffered by a third party.

Termination. Notwithstanding anything to the contrary contained herein, Arize may terminate this Agreement and repossess the Trial Product(s) immediately upon written notice if the Customer fails to comply with any of the material terms of this Agreement, the Customer is adjudicated bankrupt, files a petition in bankruptcy, makes an assignment for the benefit of creditors or commences dissolution or liquidating proceedings. Upon expiration or termination of the Trial Period that does not result in the purchase of the Product(s) by Customer, Customer, shall return the Trial Product(s) to Arize in the same condition in which the Trial Product(s) was received, ordinary wear and tear excepted. Customer shall be liable for all loss, damage, theft of the Trial Product(s).

Privacy. Arize’s privacy practices, including but not limited to the collection, use, and disclosure of Customer Data, are governed by Arize’s Privacy Policy located at https://www.arizehub.com/privacy-policy/, which is incorporated by reference as if fully set forth herein.

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the choice of law or conflicts of laws provisions of any state. The parties agree that all disputes regarding this Agreement may be litigated only in the Court of Orange County, California, hereby submit to the personal jurisdiction of such Courts, and hereby waive the right to seek to have any lawsuit filed by the other party in either such Court dismissed on grounds of lack of jurisdiction or improper venue. Each party agrees that this exclusive venue provision is in such party’s best interest.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary, a signed or electronically signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Headings. The headings of Sections/Paragraphs and subsections have been included for convenience only and shall not be considered in interpreting this Agreement.