Demo Request

CANARY DEMO UNIT EVALUATION AGREEMENT Canary Entity: Canary Technologies, 730 Cool Springs Blvd, Ste 100, Franklin, TN 37067 (“Canary”) This Demo Unit Evaluation Agreement allows Customer to evaluate certain Canary demonstration hardware and related embedded software or firmware, each a “Demo Unit,” at no charge for a limited period. By agreeing to the terms, the person responding confirms that they are authorized to bind Customer and that Customer agrees to this Agreement. Customer’s use of any Demo Unit also confirms acceptance of these terms. 1. Demo Units and Permitted Use 1.1 Demo Units Provided Canary will provide the following Demo Unit(s) to Customer for evaluation: Demo Unit ModelQuantitySerial Number(s), if known 1.2 Demo Units Are Pre-Owned Customer understands that Demo Units may be new, used, or refurbished. They may have been used by other customers and have been decommissioned, factory reset, and refurbished by Canary before delivery. Canary does not make any representation about the prior use history of any Demo Unit. 1.3 Evaluation Use Only Customer may use the Demo Units only for Customer’s own internal evaluation and testing. Customer may not: •use the Demo Units for commercial or revenue-generating purposes; •use the Demo Units in a production environment; •provide services to third parties using the Demo Units; or •allow any third party to access or use the Demo Units without Canary’s prior written approval. 1.4 NetCloud Manager Access During the evaluation, a Canary Sales Engineer designated by the Account Manager will configure and manage any access to Canary’s NetCloud Manager platform, or “NCM,” related to the Demo Units. Canary may provide NCM access in any manner Canary chooses, including: •a live demonstration on the Sales Engineer’s screen; •sharing NCM collaboration status with Customer; or •creating a subaccount under Customer’s existing NCM account. Canary will retain administrative control and oversight of NCM. Customer may not modify NCM configurations or settings without prior written approval from the Canary Sales Engineer. 2. Evaluation Period 2.1 Term The evaluation begins when the Demo Unit(s) are delivered to Customer and continues for thirty (30) calendar days, unless terminated earlier by either party by written notice, including email. 2.2 Extensions The evaluation period may be extended only with Canary’s prior written approval, including by email. Unless Canary states otherwise in writing, any extension will remain subject to this Agreement. 3. Ownership, Return, Loss, and Damage 3.1 Canary Keeps Ownership All Demo Units remain the property of Canary. Customer receives only a limited right to use the Demo Units during the evaluation period. No ownership, title, or other rights transfer to Customer unless Customer purchases the Demo Units under this Agreement. 3.2 Return Requirement Customer must return all Demo Units to Canary within thirty (30) calendar days after the evaluation period ends. Demo Units must be returned in the same condition received, except for reasonable wear and tear. Canary will provide return shipping instructions. Unless Canary agrees otherwise in writing, Customer is responsible for return shipping costs. 3.3 Failure to Return If Customer does not return any Demo Unit by the return deadline, Canary may invoice Customer for the unreturned Demo Unit at Canary’s then-current manufacturer’s suggested retail price, or MSRP. Customer agrees to pay that invoice within thirty (30) days of receipt. Once Canary receives full payment, title to the applicable Demo Unit transfers to Customer, and the Demo Unit will be treated as a purchased product under Canary’s applicable End User Agreement. Until payment is received, Customer’s continued possession or use of the Demo Unit remains subject to this Agreement, including all disclaimers, limitations, and return obligations. 3.4 Care, Risk of Loss, and Damage Customer is responsible for taking reasonable care of the Demo Units and protecting them from loss, theft, or damage. Customer assumes all risk of loss or damage from the time the Demo Units are delivered until Canary receives them back. If any Demo Unit is lost, stolen, or damaged beyond reasonable repair, Canary may invoice Customer for the Demo Unit at Canary’s then-current MSRP, and Customer agrees to pay that invoice within thirty (30) days of receipt. 4. Customer Purchase Interest Because Canary is providing the Demo Units at no charge, Customer agrees to provide Canary, before or at the end of the evaluation period, a good-faith estimate of: 1.the number of units Customer may purchase, if any; and 2.the expected timing of any purchase decision. This information is for Canary’s internal planning only. It is not a purchase commitment, order, or obligation to buy. 5. Disclaimers, Liability Limits, and Indemnity 5.1 Demo Units Provided “As Is” The Demo Units, related software and firmware, and any NCM access are provided “as is” and “as available.” To the maximum extent allowed by law, Canary disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and performance. Canary does not guarantee that the Demo Units will meet Customer’s needs, operate without interruption, or be free from defects, bugs, or errors. Customer accepts all risk associated with evaluating and using the Demo Units. 5.2 Limitation of Liability To the maximum extent allowed by law, Canary will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Demo Units, regardless of the legal theory. Canary’s total liability under this Agreement will not exceed fifty U.S. dollars ($50.00). These limits apply even if Canary has been advised that damages are possible and even if any limited remedy fails of its essential purpose. 5.3 Customer Indemnity Customer will defend, indemnify, and hold harmless Canary, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to: •Customer’s use of the Demo Units; •Customer’s failure to return the Demo Units; or •Customer’s breach of this Agreement. Canary has no indemnification obligations to Customer under this Agreement. 6. General Terms 6.1 Incorporated EUA Terms The following sections of the Canary Enterprise Wireless Solutions End User Agreement, or “EUA,” are incorporated into this Agreement and apply during the evaluation period: •Section 2.2, Restrictions; •Section 3, Confidentiality; •Section 4, License and Use of Data; •Section 5, Intellectual Property Rights; •Section 11, U.S. Government Matters; Export Control; and •Section 13, Miscellaneous. All EUA terms related to warranties, indemnification, limitation of liability, support, payment, evaluation terms, and service terms do not apply to this evaluation and are replaced by this Agreement. If this Agreement conflicts with the EUA, this Agreement controls. Customer is not purchasing Services under this Agreement, and no Order Form or Channel Partner transaction is required. 6.2 Governing Law and Venue This Agreement is governed by the governing law and venue provisions in Section 12 of the EUA. 6.3 Termination Either party may terminate this Agreement at any time by written notice, including email. Upon termination or expiration, Customer must stop using the Demo Units and return them as described in Section 3.2. 6.4 Survival Sections 3, 4 to the extent purchase-interest information has not yet been provided, 5, and 6 survive termination or expiration of this Agreement. 6.5 Entire Agreement; Changes This Agreement, together with the incorporated EUA sections, is the entire agreement between Canary and Customer regarding the Demo Unit evaluation. It replaces all prior discussions or communications about the evaluation. Any changes to this Agreement must be agreed to in writing by both parties. Email is acceptable. Acceptance by Web Form To accept this Agreement, Customer’s authorized representative should complete the form below: