This Hardware Demo Kit Evaluation Agreement (collectively with any documents incorporated by reference, the “Agreement”) is a legal contract between the entity entering into this Agreement (“Customer”)  and SmartRent.com, Inc., a Delaware corporation located at 18835 North Thompson Peak Parkway, Suite 300, Scottsdale, AZ 85255 (“SmartRent”) (each  a “Party” and collectively, the “Parties”).

THE EFFECTIVE DATE OF THIS AGREEMENT SHALL COMMENCE UPON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS AGREEMENT BY REFERENCE.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT (“YOU”) CONSENT AND AGREE, ON BEHALF OF YOURSELF AND THE CUSTOMER LEGAL ENTITY, AND FURTHER, YOU AND CUSTOMER REPRESENT THAT (I) YOU HAVE THE AUTHORITY TO LEGALLY BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, (II) HAVE READ THESE TERMS AND CONDITIONS, AND (III) HEREBY AGREE TO COMPLY AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER, OR IF YOU OR CUSTOMER DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE PRODUCTS OR SERVICES.

1. SCOPE.  This evaluation is being conducted for the mutual benefit of both parties in evaluating the capabilities of the Hardware Demo Kit.

2. SHIPMENT.  SmartRent will, at its sole expense, ship to Customer one or more units or components of the Hardware Demo Kit in accordance with the Order Form.

3. EVALUATION.  During the Evaluation Term, SmartRent grants to Customer a temporary, non-exclusive, non-transferable, non-assignable, royalty-free license, under SmartRent’s intellectual property rights in the Hardware Demo Kit, to use the Hardware Demo Kit solely internally and only to evaluate the Hardware Demo Kit’s functionality and to conduct certain tests in connection with exploring the Hardware Demo Kit’s applicability to Customer’s business and operations.

4. HARDWARE DEMO KIT LOAN.  SmartRent shall loan Customer the Hardware Demo Kit during the term of this Agreement.  Customer shall use commercially reasonable efforts to maintain the Hardware Demo Kit in a good working condition, reasonable wear and tear excepted.

5. NO REVERSE ENGINEERING.  Customer shall not, and shall prevent its employees and agents from attempting to, reverse engineer, reverse compile, modify or disassemble the Hardware Demo Kit, including any software therein.  Customer shall not sublicense, rent, lease, assign, sell, offer for sale, loan, time-share, make, have made, reproduce, distribute or create a derivative work of the Hardware Demo Kit.  Customer shall retain all proprietary notices and patent markings that may be contained in or on the Hardware Demo Kit.

6.  FEEDBACK.  Customer agrees that, as a condition of the rights granted to Customer herein, Customer shall provide feedback to SmartRent which describes Customer’s experience with the Hardware Demo Kit.  Customer shall promptly notify SmartRent of any errors in the Hardware Demo Kit after such discovery.  Customer shall document those errors, if any, by e-mail, or by telephone and shall discuss the Hardware Demo Kit’s performance with SmartRent and suggest ideas for improving its performance.  Customer shall review the related documentation that SmartRent supplies and provide comments by e-mail or by telephone (where appropriate) to indicate vagueness, typographical errors and incorrect material.  Any ideas, suggestions, modifications and the like made by Customer with respect to the Hardware Demo Kit or documentation (hereafter, the “Supportive Information”) shall be SmartRent’s exclusive property.  Customer shall assign to SmartRent all right, title and interest worldwide in such Supportive Information and the related intellectual property rights and shall assist SmartRent, at SmartRent’s expense, in perfecting and enforcing such rights.

7. CONFIDENTIALITY.  Customer acknowledges that the Hardware Demo Kit and all related documentation and information is the Confidential Information of SmartRent under the parties’ Confidentiality Agreement dated of even date herewith, and agrees to treat it accordingly.

8. OWNERSHIP.  SmartRent owns all right, title and interest in and to the Hardware Demo Kit, except for the limited use expressly provided for in Section 3.  SmartRent reserves all rights not expressly granted herein. There are no implied rights.

9. NO SUPPORT.  SmartRent shall not be obligated to provide Customer with any support, maintenance, new releases, updates or enhancements to the Hardware Demo Kit.  SmartRent may, but is not obligated to, utilize any Supportive Information in preparing subsequent versions of the Hardware Demo Kit.

10. NO WARRANTY.  CUSTOMER ACKNOWLEDGES THAT THE HARDWARE DEMO KIT IS PROVIDED ONLY FOR TESTING AND EVALUATION PURPOSES ON AN “AS IS” BASIS AND MAY CONTAIN ERRORS AND DEFECTS.  AS SUCH, CUSTOMER FURTHER AGREES THAT NEITHER SMARTRENT NOR ITS AGENTS, REPRESENTATIVES AND/OR LICENSORS ARE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERNATION OF PROGRAMS, DATA AND OTHER INFORMATION OR ANY MATTER WHATSOEVER RESULTING FROM USE OF THE HARDWARE DEMO KIT.  SMARTRENT MAKES NO WARRANTIES RELATED TO THE HARDWARE DEMO KIT AND SMARTRENT EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  SMARTRENT DOES NOT WARRANT THAT OPERATION OF THE HARDWARE DEMO KIT WILL BE UNINTERRUPTED OR ERROR FREE.  CUSTOMER BEARS THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND FAILURE TO PERFORM OF THE HARDWARE DEMO KIT.

11.  LIMITATION OF LIABILITY.  EXCEPT FOR A BREACH BY CUSTOMER OF SECTIONS 3, 5 AND/OR 7, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10. TERM AND TERMINATION.

10.1. Term.  The term of this Agreement shall commence on the Order Form Effective Date and, unless terminated earlier as provided below, shall continue for the period set forth in the Order Form (the “Evaluation Term”), with no renewals.

10.2.  Termination.  A party may terminate this Agreement for any or no reason upon written notice to the other party.

10.3. Effects of Termination.  Upon termination or expiration of this Agreement, Customer shall return the Hardware Demo Kit to SmartRent within ten (10) days, unless otherwise mutually agreed by the parties in the Order Form. If the Hardware Demo Kit is not returned within thirty (30) days of the termination or expiration date, Customer shall pay for the Hardware Demo Kit as set forth in the Order Form.

10.4. Survival.  The following Sections shall survive this Agreement’s termination or expiration: 5, 6, 7, 8, 11, 10.4 and 11.

11. GENERAL.

11.1. Independent Contractors.  Customer’s relationship with SmartRent is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship.

11.2. Export Law Assurances.  Customer understands that the Hardware Demo Kit is subject to export control laws and regulations.  Customer may not export or re-export the Hardware Demo Kit or any related information or technology except in full compliance with all United States, foreign and other applicable laws and regulations.

11.3. Assignment.  Customer shall not transfer or assign its rights under this Agreement or delegate any performance to any third party without SmartRent’s written consent. All assignments and delegations in violation of the foregoing are void.

11.4. Choice of Law.  This Agreement shall be governed by the laws of the State of Delaware, as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents.  For purposes of all claims brought under this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware.

11.5. Waiver.  No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by the party against whom such waiver or consent is asserted.  The waiver by either party of, or consent of either party to, a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party.

11.6. Severability.  If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision; and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

11.7. Entire Agreement.  This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous representations, discussions, negotiations and agreements, whether written or oral.  This Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.