The signed version of this agreement will be emailed to you upon approval of your application.
This Pre-Production Tester Agreement ("Agreement") is entered into as of [DATE], by and between AUTOGUARD X INC., a corporation registered in Ontario, Canada ("Company"), and [TESTER FULL NAME] ("Tester").
Your shipping address will be collected upon approval, before deposit payment, and included in the signed version emailed to you.
1. Purpose — Testing and Evaluation Only
1.1 The Company is providing the Tester with one (1) AXEN1 pre-production unit ("AXEN1") solely for testing and evaluation purposes. This Agreement is not a sale, lease, or offer to sell the AXEN1 or any product.
1.2 The Tester acknowledges that the AXEN1 is a pre-production unit: it has main AXEN1 functions with RF modules removed for regulatory compliance, is provided for testing only, and is not certified or offered for sale as a consumer product.
1.3 The Tester shall not market, sell, lend, pledge, transfer, or otherwise dispose of the AXEN1, nor permit any third party to do so.
2. Term
2.1 The testing period begins on delivery of the AXEN1 to the Tester and ends on the return date notified by the Company, which shall fall in spring 2027. The Company shall give the Tester at least thirty (30) days' prior written notice of the return date, unless terminated earlier under §11.
2.2 The Company targets delivery during the 2026 Christmas and 2027 New Year holiday period. Delivery dates are targets, not guarantees.
3. Tester's Testing Obligations
To evidence genuine evaluation use, the Tester agrees to:
- (a) install and operate the AXEN1 at the agreed location;
- (b) operate it in accordance with the user manual and all safety instructions;
- (c) use it regularly during the snow season as conditions permit;
- (d) submit written feedback reports on a monthly basis during the snow season;
- (e) share machine operation logs/data with the Company upon request (via USB drive or physical collection — the unit has no wireless data transfer);
- (f) promptly notify the Company of any defect, malfunction, damage, or safety concern;
- (g) not modify, disassemble, or reverse-engineer the AXEN1 without prior written consent.
4. Ownership
4.1 The Company retains full legal and beneficial ownership of the AXEN1 at all times.
5. Security Deposit
5.1 The Tester shall pay a refundable security deposit of US$1,500 (the "Deposit") before shipment. Canadian Testers will be shown the CAD equivalent at checkout.
5.2 Nature of the Deposit. The Deposit is security for the timely return of the AXEN1 in good condition. It is not payment for the AXEN1, not consideration for its use, and not a prepayment toward any future purchase.
5.3 The Deposit will be refunded in full (less non-refundable payment processing fees) to the original payment method within fifteen (15) business days after the Company's acceptance of the returned AXEN1.
5.4 Deductions may be made only for: (a) damage beyond normal wear and tear; (b) missing components or accessories; (c) failure to return by the deadline without agreed extension; (d) non-refundable payment processing fees. The Company will provide an itemized statement of any deduction.
6. Return of the AXEN1
6.1 The Tester shall return the AXEN1 no later than the end of the Testing Period, in good working condition, fair wear and tear excepted.
6.2 Return shipping is at the Company’s expense. The Company will provide a prepaid shipping label (or arrange collection) with packaging instructions.
6.3 On return, the Company will inspect the AXEN1 and confirm acceptance in writing.
7. Priority Purchase Right
7.1 Testers who return the AXEN1 in accordance with this Agreement will have a priority right to purchase a genuine production AXEN1 unit when available.
7.2 Any such purchase will be governed by a separate purchase agreement at that time. Nothing in this Agreement obligates the Tester to purchase, or the Company to sell, any product.
8. Care, Safety and Liability
8.1 The Tester shall operate the AXEN1 safely, keep it away from children and pets during operation unless supervised, and follow all safety instructions.
8.2 The Tester assumes responsibility for damage or injury resulting from misuse, negligence, or operation contrary to the manual.
9. Confidentiality
9.1 The Tester shall not disclose non-public technical details of the AXEN1 to third parties without consent. General user-experience sharing (e.g., "it cleared my driveway") is permitted.
10. No Reverse Engineering
10.1 Without prior written consent, the Tester shall not disassemble, decompile, or reverse-engineer the AXEN1.
11. Termination
11.1 Either party may terminate with fourteen (14) days' written notice. On termination, the Tester shall return the AXEN1 within fourteen (14) days per §6, and the Deposit will be refunded per §5.
11.2 The Company may terminate immediately upon material breach (including unauthorized transfer, modification, or reverse engineering). The return obligation survives termination; if the Tester fails to return the unit, the Company may retain the Deposit as security and pursue legal remedies to recover the unit or its value.
12. General
12.1 Governing law: Ontario, Canada. Language: English.
12.2 Entire agreement; amendments in writing; notices by email.
12.3 If any provision is held unenforceable, the remainder continues in effect.