TRY BEFORE YOU BUY AGREEMENT
This Agreement, by and between (“Customer”), as accepted by its authorized representative below, and Goldilock Secure Limited (“Goldilock”), sets forth the terms whereby Goldilock will provide [TRUEAIRGAP Hardware Device V2.0 – please amend as necessary] (“Unit”) for the Customer to evaluate at their premises, located at the address provided in the Customer information section, for up to a  calendar day period (“Trial”) at no initial charge to the Customer. Trial begins as of the date a Unit(s) is delivered to Customer and terminates at the earlier of a termination event, expiry of Trial period or purchase of a Unit(s), whichever is first. Customer acknowledges that the replacement cost of a Unit is USD$ 15,000.00, exclusive of all taxes, shipping and insurance charges.
The Unit(s) being shipped to the customer for the Trial is brand new. If the Customer decides to purchase the Unit(s), this is the Unit(s) that the Customer will keep. Any purchase of a Unit(s), will be subject to Goldilock’s terms and conditions of sale.
Customer agrees to be liable for any damage to or loss of the Unit(s) while in Customer’s custody and control until the redelivery to Goldilock. In case of damage, the Customer agrees to pay the cost for repair/refurbishment at Goldilock’s terms (unless otherwise agreed in writing). Customer agrees not to use the Unit(s) in any manner inconsistent with the Unit(s) technical specifications, operating instructions or set-up guide procedures. Customer acknowledges that it may not engage in [exclude certain types of testing/reverse engineering/loan to third parties/relocate from address provided, dismantle Unit, other things we are concerned about] during the Trial.
During the Trial, or until paid for in full, the Unit(s) will always remain the exclusive property of Goldilock. Customer will ensure that the Unit(s) in its possession will always be readily identifiable as Goldilock’s property on Customer’s premises. In the event a third party claims to have any right, takes, or attempts to take possession of the Unit(s) or any part thereof, the Customer must advise Goldilock without undue delay.
Upon completing the Trial, Customer has the option to purchase the Unit(s) or return it to Goldilock. Any Unit to be returned must be communicated in advance to Goldilock at [[email protected]] in order to receive a Return Merchandise Authorization (“RMA”) approval and must be shipped back with its original packaging and materials, pre-paid via a reputable shipping company with adequate insurance coverage. Following receipt, Goldilock will test the Unit(s) to ensure it is in good working condition and fit for resale. In the event Goldilock does not receive Unit(s) within 15 days upon issuing an RMA, or Unit(s) is damaged, lost, or stolen, Customer agrees that Goldilock will charge the appropriate value of Unit(s) or cost of repair/refurbishment to the Customer, as applicable. [what’s the plan for this].
Customer agrees and acknowledges that: THE UNIT(S) IS PROVIDED “AS IS,” WITH ALL FAULTS. GOLDILOCK DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE UNIT(S), INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
Customer agrees and acknowledges that: GOLDILOCK SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS; LOSS OF USE; LOSS OR USE OF DATA; OR BUSINESS INTERRUPTION OF ANY KIND. THESE LIMITATIONS APPLY WHETHER ARISING UNDER CONTRACT, TORT, WARRANTY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Any patents, trademarks, copyrights, and/or any other intellectual property rights and/or any proprietary or confidential information related to the Unit, whether existing prior to the date of this Agreement or developed as of the date thereof, shall remain the property of Goldilock and nothing in this Agreement shall be construed as conferring on the Customer, its successors or assigns by implication or otherwise, any right, title or interest in, or any license under any intellectual property right, confidential information or other trade secret.
This Agreement is binding for both the Customer and Goldilock and becomes effective on the date Goldilock accepts the Agreement. This Agreement shall terminate and the Customer’s right to possession of the Unit(s) shall immediately cease: (i) upon the end of the Trial; or, (ii) if the Customer defaults on any of the terms of this Agreement; or, (iii) if any proceeding under any bankruptcy or insolvency laws is instituted by or against the Customer; or, (iv) the Customer makes any assignment of its property for the benefit of its creditors.