THIS TRIAL PROGRAM AGREEMENT (this “Agreement”) is made between ChilLED Tech, LLC (“ChilLED”) and the person or entity (the “Trial Customer”) that completes a trial program application (the “Program Application”) that references this Agreement. The Effective Date of this Agreement is the date upon which ChilLED accepts the Program Application submitted by Trial Customer.
WHEREAS, ChilLED has developed certain LED grow lights and accessories (the “Products”) for use with agricultural operations; and
WHEREAS, Trial Customer desires to use the Products on a trial basis to determine whether the Products can be beneficial to Trial Customer’s agricultural operations (the “Trial Program”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following terms and conditions:
1 – TRIAL PROGRAM ACCEPTANCE
1.1 – Upon acceptance by ChilLED of the Trial Customer’s Program Application, Trial Customer will be accepted into the Trial Program. ChilLED may accept or reject any Program Application in its sole discretion.
1.2 – The Trial Program will run for a period of ninety (90) days beginning upon receipt by Trial Customer of the Products (the “Trial Program Period”).
1.3 – Use of the Products for any unlawful purpose is strictly prohibited.
1.4 – The terms of the ChilLED Warranty Policy located at https://chilledgrowlights.com/warranty-return-policy-terms (the “ChiLED Warranty Policy”) are hereby incorporated herein by reference and shall apply to the Trial Program as well as subsequent purchases of Products. Any discrepancy between this Agreement and the ChilLED Warranty Policy shall be resolved in favor of this Agreement.
2 – PRODUCT CONFIGURATION AND FEES
2.1 – As part of the Trial Program acceptance process, ChilLED will determine an appropriate quantity and configuration of the Products for Trial Customer and Trial Customer will be notified of the discount that Trial Customer will receive on the purchase price of the Products (the “Products Discount”) in consideration of Trial Customer’s participation in the Trial Program.
2.2 – Prior to shipment of the Products, Trial Customer will pay the undiscounted price for the Products, including all applicable sales tax and shipping and insurance costs. The Products will be shipped Free Carrier (FCA) (incoterms 2010) from ChilLED facilities. Shipping and insurance costs to be borne by Trial Customer. Title will pass to Trial Customer upon shipment.
3 – RETENTION OR RETURN OF PRODUCTS
3.1 – Upon successful completion of the Trial Program in accordance with the terms of this Agreement, including providing ChilLED with all reports and data required in this Agreement, Trial Customer may (i) retain the Products and ChilLED will refund to Trial Customer the Products Discount or (ii) notify ChilLED in writing by the end of the Trial Program Period that Trial Customer desires to return the Products, and upon such receipt of the Products by ChilLED in accordance with Section 4, ChilLED will refund the fees paid by Trial Customer for the Products, provided that Trial Customer complies with the requirements set out in Section 4 for Product returns.
3.2 – If a Trial Customer does not notify ChilLED in writing of its intention to return the Products by the end of the Trial Program Period and return the Products to ChilLED within two (2) weeks of the end of the Trial Program Period, then Trial Customer will no longer be eligible to return the Products and receive a refund.
3.3 – Trial Customers that choose to retain the Products will be eligible for other benefits applicable to Trial Customers as set forth on the ChilLED website.
4 – TESTING OF PRODUCTS; REPORTS
4.1 – Trial Customer hereby agrees during the Trial Program Period to install and to test the Products and provide reporting and input to ChilLED in exchange for the Products Discount and other benefits granted by ChilLED within the terms and subject to the scope of this Agreement.
4.2 – Trial Customer shall install, use and operate the Products in compliance with documentation, specifications and testing standards and procedures to be supplied by ChilLED.
4.3 – Trial Customer agrees to utilize the Products in compliance with the testing standards throughout the term of this Agreement.
4.4 – Trial Customer shall have a continual duty and obligation during the Trial Program Period to report to ChilLED in form and detail as requested by ChilLED on the performance of the Products. All data reported to ChilLED shall be the property of ChilLED and ChilLED may publish, in its discretion, all such data.
4.5 – Trial Customer shall report to ChilLED on the following items, which list may be modified by ChilLED at any time during the Trial Program Period:
4.6 – Trial Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about the Products provided by Trial Customer to ChilLED are non-confidential and ChilLED (as well as any designee of ChilLED) shall be entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgment or compensation to Trial Customer.
4.7 – ChilLED may use Trial Customer’s name in any customer reference list or in any press release issued by ChilLED regarding the Products and/or provide Trial Customer’s name and the names of the Products purchased by Trial Customer to third parties.
5 – RETURN POLICY AND PROCEDURES
5.1 – Please contact the ChilLED Customer Service by Phone (USA Toll Free 866-610-7485, Direct Dial & International +________________) or Email email@example.com) to obtain a Return Merchandise Authorization number (RMA) for use in the return process. Please note that ChilLED cannot accept returned ChilLED Products in packages without an RMA number. The RMA number must be clearly marked on the outside of the package containing returned Products.
5.2 – Trial Customer must use an insured carrier service with a tracking number with shipping charges pre-paid. Trial Customer must comply with all insurance requirements (including proper packaging) and ChilLED shall not be responsible for any damage occurring return shipment. As part of the requirements for this Return Policy, the returned Product must be received by ChilLED (at the address specified in the return instructions ChilLED provides to Trial Customer with the RMA number), in the original and resalable condition and in the original packaging.
5.3 – The right to return a Product does not apply if the Product has damage caused by accident, abuse, misuse, use for any purpose other than its intended purpose, acts of god, or has been altered or modified, or has been otherwise tampered with.
5.4 – For approved returns, ChilLED will refund the purchase price paid for the returned Products. Refunds will be issued in the form of a credit to the credit card Trial Customer used for the original purchase.
5.5 – When Trial Customer receives the package containing the Products, Trial Customer must inspect the parcel carefully. If Trial Customer receives a damaged Product, Trial Customer must notify the delivery company immediately. Trial Customer should not discard any of the box, shipping label, packing material, or broken items. The delivery company must pick up the damaged goods and provide Trial Customer with a claim number. Trial Customer should provide ChilLED the claim number so ChilLED can follow up on the claim status, which may take up to several weeks. ChilLED is unable to send out replacement items until the claim is approved. If the delivery company accepts responsibility for the claim, ChilLED will promptly issue a refund to Trial Customer’s credit card or other payment system once ChilLED receives reimbursement from the delivery company.
6 – WARRANTY DISCLAIMERS
6.1 – Trial Customer understands and agrees that it is accepting the Products on a trial basis. The purpose of the relationship established in this Agreement is to determine whether the Products are beneficial for use in Trial Customer’s agricultural operations and for ChilLED to receive feedback on Trial Customer’s experience using the Products. Experiences with using the Products may vary based upon factors such as type of garden, grower skill, pest and disease pressure, plant variety, and nutrients, which are unique to each operation.
6.2 – The Limited Product Warranty set forth in the ChilLED Warranty Policy shall apply to the Products purchased under this Agreement.
7 – PROPRIETARY RIGHTS
7.1 – Trial Customer acknowledges and agrees that ChilLED is the owner of all copyrights, trademarks, patents, trade secrets and other proprietary information relative to the Products. Trial Customer understands and agrees that Trial Customer is receiving early release versions of the Products which shall not have been released to the general public. As such, all information related directly or indirectly to the Products, their development, testing and all other matters are Confidential Information (defined below) of ChilLED and may not be disclosed or used by Trial Customer for any purpose except for the trial services to be conducted by the Trial Customer hereunder.
7.2 – All intellectual property rights in any and all improvements, modifications, fixes, or enhancements that arise through the trial relationship, regardless of whether such items are suggested by Trial Customer, shall remain in ChilLED. Trial Customer acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with ChilLED’s ownership of or rights with respect to Products.
8 – CONFIDENTIALITY
8.1 – Trial Customer shall keep in confidence all Confidential Information (as defined below) using a standard of care that Trial Customer uses with its own information of this nature, but in no event less than reasonable care. Trial Customer shall not use any Confidential Information other than in the course of its permitted activities hereunder. Without the prior written consent of ChilLED, Trial Customer shall not disclose any Confidential Information except on a “need to know” basis to an employee or contractor under binding obligations or confidentiality substantially similar to those set forth herein. If Trial Customer is legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, Trial Customer will (i) assert the privileged and confidential nature of the Confidential Information and (ii) cooperate fully with ChilLED in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, Trial Customer shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
8.2 – “Confidential Information” shall mean this Agreement, Products Discounts, all feedback provided by Trial Customer to ChilLED, and all performance and benchmarking information applicable to the Products. Trial Customer agrees not to publicly disparage the Products or ChilLED in any manner.
8.3 – Trial Customer acknowledges that breach of this Section, including disclosure of any Confidential Information, will give rise to irreparable injury to ChilLED, inadequately compensable in damages. Accordingly, ChilLED may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.