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“Try and Buy” Product Evaluation Agreement

This Product Evaluation Agreement (this ​“Agreement”) is entered into by and between Motorola Solutions, Inc. (“MSI”) and the customer requesting to participate in MSI’s ​“Try and Buy” program (“Customer”) and sets forth the terms and conditions for Customer’s trial of MSI’s products (the ​“Equipment”) for the sole purpose of demonstration and evaluation of the Equipment. The terms and conditions of this Product Evaluation Agreement hereby incorporate and are a supplement to the End User License Agreement or Terms of Service applicable to the Equipment being evaluated. Customer hereby agrees that the trial of such Equipment shall be subject to the following terms and conditions:

  1. MSI shall deliver the Equipment to Customer to the shipping address provided by Customer. MSI will make reasonable attempts to deliver the Equipment to Customer as soon as possible, however MSI is in no way obligated and cannot guarantee that the Equipment will be received by a specific date. In addition, the Equipment eligible for the program is subject to change at the discretion of MSI.
  2. Customer is responsible for the care and handling of the Equipment delivered to Customer. Customer shall treat and maintain the Equipment with the same degree of care as Customer uses with respect to its own equipment of similar kind and importance.
  3. Customer has fifteen (15) business days from receipt of the Equipment to verify the receipt and working condition of the Equipment. If the Equipment is not in working condition or if any items or parts are missing, Customer will notify MSI and, if applicable, request/​obtain a return authorization number. If notice is not given within fifteen (15) business days, the Equipment shall be deemed to be received in full and working condition.
  4. Customer shall use the Equipment solely for the purpose of Customer’s internal evaluation and trial use. Any use or activity by or on behalf of Customer associated with the Equipment that is not expressly permitted by this Agreement is prohibited. Without limiting the generality of the immediately preceding sentence, Customer agrees not, and not to allow others, to copy, modify, create derivative works from, reverse engineer, reverse assemble, decompile or reverse compile the Equipment. Customer shall be responsible and liable for any unauthorized use of the Equipment by its employees, representatives, agents or contractors or any other third party with access to the Equipment (together with Customer, the ​“Customer Parties”).
  5. If during the trial, Customer elects to purchase the Equipment, a purchase order may be placed with an MSI authorized channel partner. The purchase of the Equipment pursuant to such purchase order shall be subject to MSI’s standard terms and conditions of use (in addition to any such partner’s terms), and not the terms of this Product Evaluation Agreement. The purchase date of any procured Equipment, for purposes of returns and Product warranty, shall be the date that the evaluation period commenced (the date the Equipment originally shipped from MSI). 
  6. If Customer elects not to purchase the Equipment, Customer shall return the Equipment to MSI at the return address provided on or before the date that is ninety (90) days, or such other number of days as may be agreed to by MSI and Customer, from the date when the Equipment is delivered to Customer (the ​“Trial Expiration Date”). If Customer fails to return any Equipment to MSI by the Trial Expiration Date, Customer will be deemed to have purchased the Equipment and will be invoiced by MSI, and will be liable, for an amount equal to 100% of the MSRP of the Equipment, plus any applicable taxes and other charges.
  7. The Equipment returned to MSI must be in the same working condition as when it was first delivered to Customer, except for minimal, reasonable wear and tear. Customer further agrees to use the original packaging when returning the Equipment to MSI and to make reasonable efforts to prevent damage during transit back to MSI. If the Equipment is damaged or Customer otherwise fails to return the Equipment to MSI in accordance with this Agreement, Customer will be liable to MSI for: (a) the amount necessary to restore the Equipment to its original condition, or (b) if not so restorable, an invoice amount equal to 100% of the MSRP of the applicable Equipment, plus any applicable taxes and other charges.
  8. MSI may terminate this Agreement at any point prior to the Trial Expiration Date by notifying Customer. In such an event, all Equipment that has already been shipped to Customer must be returned by Customer to MSI and shipped to the return address within fifteen (15) days of the notification date.
  9. Customer may be required to complete, sign, and deliver additional documents related to export compliance or other matters reasonably requested by MSI in connection with the trial and/​or deemed purchase of the Equipment as contemplated in this Agreement. Unless MSI notifies Customer in writing otherwise, packaging and return shipping costs will be paid by Customer.
  10. MSI AND ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING WITHOUT LIMITATIONS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Notwithstanding the foregoing, any purchased Equipment pursuant to this Agreement will be subject to a limited ninety (90) day warranty, running from the date of the applicable invoice and subject to the warranty for such Equipment that is in effect as of the date of this Agreement as set out on MSI’s or an MSI affiliate’s website (as applicable).
  11. Customer shall indemnify, defend and hold harmless MSI from and against any and all damages, losses, liabilities, claims, suits, actions, costs and expenses (including attorney’s fees) arising out of or resulting from the possession, use, demonstration or evaluation of the Equipment by any of the Customer Parties. IN NO EVENT WILL MSI BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT.
  12. This Agreement sets forth the entire agreement of the parties concerning the matters addressed herein, and there are no conditions, agreements, representations, warranties or understandings, express or implied, except as set forth herein. No amendment of this Agreement will be valid unless affected by a written instrument signed by both parties. This Agreement is not assignable in whole or in part without the prior written consent of the other party, except MSI shall have the right to assign this Agreement at any time without Customer’s consent to any subsidiary or affiliate of MSI.