Evaluation Kit
Terms & Conditions

Definitions
In addition to the terms elsewhere defined in this Agreement and its Appendices, the following terms used in this Agreement and its Appendices shall have the following meanings:Evaluation Kit”: 3-month lease for 3 Butlr Sensors and 1 Butlr Gateway with 3-month Butlr API Access

1. Limited License Grant.
a. BUTLR hereby grants to Customer a limited, personal, temporary, non-exclusive, non-sublicensable, non-transferable license to use the Evaluation Kit FOR EVALUATION PURPOSES ONLY.
b. Customer understands and agrees that the Evaluation Kit is provided for the sole and exclusive purpose referenced above and agrees not to use the Evaluation Kit for any other purpose. Furthermore, the license granted is expressly made subject to the following additional limitations: Customer shall not (i) rent, lease, display, sell, transfer, assign, sublicense, or distribute the Evaluation Kit; and (ii) permit any Third Party to access the Evaluation Kit without prior written consent. As used herein, the term “Third Party” includes any entity other than BUTLR, Customer, their employees, affiliates and in-house consultants.c. The Evaluation Kit is NOT sold to Customer; all rights not expressly granted herein, including ownership of the Evaluation Kit, are reserved by BUTLR.

2. Confidentiality.
This Agreement and the Evaluation Kit shall all be considered the confidential and proprietary information of BUTLR. Customer may not disclose or transfer any portion of the Evaluation Kit to any other party for any reason. Upon discontinuation of use of the Evaluation Kit or termination of this Agreement, Customer agrees to promptly return the Evaluation Kit to BUTLR.

3. Additional Restrictions.
Customer may not disassemble, decompile or reverse engineer chips on the Evaluation Kit. Customer shall inform BUTLR of any occurred damages or any modifications or alterations it makes to the Evaluation Kit, including but not limited to soldering or any other activity that affects the material content of the Evaluation Kit. Modifications to the Evaluation Kit must comply with applicable law, including but not limited to the RoHS Directive. The Evaluation Kit should be cleaned and returned to its original state after use.

4. Termination.
BUTLR may terminate this Agreement at any time upon giving written notice to Customer. Customer agrees to return to BUTLR the Evaluation Kit at that time. Sections 1(b), 1(c), 2, 3, 4, 5, 6, 7, 8, and 9  shall survive any termination or expiration of this Agreement.

5. No Obligation for Costs Incurred.
Neither party shall be obligated for any costs incurred by the other in its performance under this Agreement.

6. Limitation of Liability.
THE EVALUATION KIT PROVIDED HEREUNDER IS PROVIDED “AS IS” AND BUTLR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO IT. BUTLR SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE EVALUATION KIT INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL BUTLR AND ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING FROM CUSTOMER’S POSSESSION OR USE OF THE EVALUATION KIT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DELAY COSTS, LABOR COSTS OR LOSS OF GOODWILL. BUTLR’S TOTAL LIABILITY FROM ANY AND ALL CAUSES SHALL BE LIMITED TO THE AMOUNT OF ONE HUNDRED US DOLLARS ($100.00).

7.    Injunctive Relief. Customer agrees that any breach of this Agreement will result in irreparable and continuing damage to BUTLR for which there will be no adequate remedy at law, and BUTLR shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

8. Governing Law
This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Delaware (excluding conflict of law rules). Any legal action regarding this Agreement will be heard in the state. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed.

9.   Subsequent Agreement.
BUTLR is under no obligation to enter into a subsequent agreement with Customer following conclusion or termination of this Agreement.

Frequently
Asked
Questions

SENSOR

Can I install the sensor myself?
Can I mount the Butlr Sensor on marble or wood?
Can I place the sensor behind a window?
Where do I access the API of my sensors?

SPACES

How do I know how many sensors I need?
I want to count people outdoors. Can I use the Butlr Sensor?