Test Site Application Process and Agreement

ICM Controls has developed a pre-production program which allows owners, like yourself an opportunity to install a new device into their home/facility, in exchange ICM Controls will provide you with a Test Unit at the Site you designate below and collect data from the installed Test Unit.

Please read the below information for a detailed overview of this agreement before proceeding with the application process.

Obligations of ICM Controls

1. ICM Controls will make the Test Unit available to the Owner without charge
2. ICM Controls will engage a qualified contractor to deliver and install the Test Unit at the Site in accordance with specifications furnished by ICM Controls. Owen’s existing unit will, at ICM controls’ discretion remain but rendered inoperable, configured to serve as i the Test Unit ceases to operate, or removed to accommodate the Test Unit. ICM Controls will furnish the necessary materials to the contractor to complete the installation of the Test Unit. ICM Controls will pay the contractor directly up to $500 toward the labor to install the unit. Other changes or modifications to the existing equipment or components will be paid by Owner. Contractor shall install the Test Unit with the necessary connections to simplify replacement of the Test Unit with a fully certified production unit at the conclusion of the Test Period, if applicable.

Obligations of Owner

1. Owner will provide and maintain a properly functioning Owner’s Equipment, unless ICM Controls approves its removal or inoperability.
2. Owner acknowledges and agrees that the Test Unit is a pre-production design and has not been certified by UL, ETL or any other certification agency.
3. Owner will provide ICM Controls and its authorized contractors access to the Site upon reasonable notice to install or service the Test Unit and the Data Collection equipment, perform the Data Collection and inspect the Test Unit. Owner also provide ICM Controls and its authorized contractors with immediate access to the Site, at any time as ICM Controls reasonably determines to be necessary to address any emergency relating to the Test Unit.
4. Owner will allow ICM Controls and its authorized contractors to make reasonable modifications to the HVAC compresor system electrical connections at the Site to accommodate the Test unit.
5. Owner will operate the Test Unit and pay for utility costs incurred in such operation.
6. Owner will not alter or modify, in any manner, the Test Unit, or any equipment related to the Data Collection.
7. Owner will maintain the Site to the extent necessary so as to cause no damage to the Test Unit or Data Collection equipment.
8. Owner will provide, maintain and pay for property and liability insurance coverage for the Site in amounts that are reasonable and prudent.
9. Owner will immediately notify ICM Controls of any malfunction or suspected malfunction of the Test Unit, or any equipment related to the Data Collection. For emergency and/or after hours service, Owner may engage a qualified contractor directly and notify ICM Controls immediately following during normal work hours.
10. Owner will not cause or permit the Test Unit or any equipment related to the Data Collection to become subject to any mortgage, lien, security interest or other encumbrance.
11. Owner will keep confidential and not disclose to any other person the fact that the Test Unit is installed at the Site and will not allow any person other than ICM Controls or its authorized representatives and approved

Test Period Term

The Test Period will begin upon delivery of the Test Unit to the Site, and, unless earlier terminated pursuant to Section 5 of this Agreement, shall expire three (3) weeks from the date thereof, unless extended by mutual written agreement between the parties.

Termination

1. ICM Controls or the Owner may, in its sole discretion, terminate this Agreement by written notice at any time prior to commencement of the Test Period. Upon such a termination, neither party will have any further rights or obligations under this Agreement.
2. ICM Controls may terminate the Test Period with prior written notice to the Owner upon:
   (i) Owner’s failure to perform any of its obligations required hereunder or Owner’s breach of any representation or warranty hereunder.
   (ii) Transfer of ownership of the Site or a change in occupants of the Site, or ICM Controls receipt of notice that such transfer or change is pending.
   (iii) ICM Controls’ determination, in its sole discretion, that the Data Collection has been completed.
   (iv) ICM Controls’ determination, in its sole discretion, that the Site is not suitable for the installation or operation of the Test Unit.
3. Owner may terminate this Agreement with thirty (30) days written prior notice to ICM Controls if ICM Controls fails to perform any of its obligations required hereunder and ICM Controls does not cure such failure during such thirty (30) day period.

Disposition of Test Unit Upon Termination

Upon expiration or termination of Test Period for any reason, ICM Controls shall remove the Test Unit and Data Collection equipment from the Site not later than one (1) week following such termination.

Post Production Unit; Replacement Unit

1. In consideration of Owner’s full performance of this Agreement, if the Test Period has not been terminated by ICM Controls pursuant to Section 5(b) (i), (ii) , (iii) or (iv) and provided further that ICM Controls develops and commercializes a post-production version of the Test Unit, then ICM Controls will, at it’s expense, provide one (1) post-production version of the Test Unit with all applicable agency certifications to Owner and will engage a contractor to install such post-production version.
2. Notwithstanding Section 5(a), if the Owner’s equipment was removed from the Test Site by ICM Controls or with the prior approval of ICM Controls, then, upon termination of the Test Period for any reason, ICM Controls will at its expense replace the Test Unit with either a post-production version of the Test Unit (with all applicable agency certifications ) or a comparable unit selected by ICM Controls.

Assignment

1. Subject to Sections 8(b) and 8(c) below, neither party to this Agreement may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party, provided, however, that ICM Controls shall have the right to assign its rights and delegate its obligations hereunder to any parent, subsidiary, or affiliate corporations.

Ownership

ICM Controls shall own the Test Unit and related Data Collection equipment. Upon termination of the Test Period all such property shall be returned to ICM Controls at ICM Controls’ expense. ICM Controls shall be the sole owner of all information and data acquired through the Data Collection.

Representations, Warranties and Covenants

1. Owner represents, warrants, and agrees that:
   (i) Owner is the record owner and principal occupant of the Site;
   (ii) All information Owner submitted to ICM Controls in connection with ICM Controls’ evaluation of the suitability of the Site is accurate; and
   (iii) The Owner’s equipment at the Site is in good working condition and has been properly maintained.

Limitations

The Test Unit is made available by ICM Controls to Owner pursuant to the terms of this Agreement without representation or warranty of any kind, including, without limitation, any warranty of merchantability or fitness for a particular purpose.

Miscellaneous

This Agreement embodies the entire agreement and understanding between ICM Controls and the Owner with respect to the subject matter hereof. Both parties hereby represent and warrant that they have the authority to enter into this Agreement. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties. This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of New York.