Product Trial Agreement

This Product Trial Agreement (this “Agreement”) is by and between Hypershell Co., Ltd. (or its Affiliates) (“Hypershell”) and the entity requesting trail Products (“Customer”) and is entered into as of the date accepted by Customer (the “Effective Date”). Hypershell and Customer are individually a “Party” and, collectively, the “Parties.”
1. Purpose. The purpose of this Agreement is to set forth the terms and conditions for any Hypershell products offered for trail purposes on a temporary loan basis to prospective customers subject to Hypershell’s acceptance of such entity’s application.
2. Product Details. The trial product provided by Hypershell is a Hypershell Pro X unit and its accessories (“Trial Product”). THE TRIAL PRODUCT IS NOT BRAND NEW, but Hypershell guarantees it will be fully functional for normal use.
3. Trail. Customer may use the Trial Product provided by Hypershell for trial purposes and at Customer’s own risk, for a period of up to ten (10) days from the date of receipt of the Trial Product(the “Trial Period”) . Within 7 business days after the end of the Trial Period, Customer shall return the Trial Product to the designated address (Hypershell bears the shipping cost). During the Trial Period，Customer shall use the Trial Product strictly in accordance with the provided instructions and safeguard the Trial Product. Customer shall have no right to, and shall not, directly or indirectly: (a) transfer, rent, lend, or lease the Trial Product to any other person or entity; (b) reverse engineer, decompile, disassemble or otherwise seek to discover any underlying source code or algorithms of the Trial Product, except to the limited extent that applicable law expressly prohibits reverse engineering restrictions, (c) use the Trial Product for purposes of competing with Hypershell, including for competitive analysis, benchmarking or marketing; or (d) use the Trial Product after the Trial Period.
4. Deposit. Customer shall pay a refundable deposit of USD 599 at the time of application for the Trial Product. The deposit will be fully refunded to Customer’s account within 7 business days after receipt of the returned Trial product. Hypershell reserves the right to withhold part or all of the deposit in the following cases of violation: (a) If the Trial Product is returned more than 10 days late, Hypershell may deduct 50% of the deposit; (b) If the Trial Product is not returned after 20 days, Hypershell may retain the full deposit; (c) If the returned Trial Product shows damage due to misuse or is missing accessories, Hypershell will deduct a corresponding amount from the deposit based on repair or replacement costs.
5. Ownership of the Trial Product. All right, title, property and interest in and to the Trial Product shall remain at all times with Hypershell. Under no circumstances shall Customer sell, assign, dispose of, encumber, or suffer a lien, or otherwise transfer to a third party the Trial Product without Hypershell’s prior written consent. Customer shall be responsible for any damage to or loss of the Trial Product, excluding ordinary wear and tear.
6. ASSISTANCE. Hypershell shall provide reasonable assistance to Customer with respect to the use of the Trial Product during the Trial Period.
7. WARRANTY. The parties acknowledge that Customer does not acquire title or any other property rights to the Trial Product, except for the limited right of trial during the Trial Period. THE TRIAL PRODUCT DOES NOT QUALIFY FOR ANY WARRANTY COVERAGE APPLICABLE TO BRAND-NEW HYPERSHELL PRODUCTS. HYPERSHELL DISCLAIM ALL WARRANTIES RELATING TO THE TRIAL PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT DOES HYPERSHELL WARRANT THAT THE PRODUCTS ARE ERROR FREE OR WILL OPERATE WITHOUT PROBLEMS OR INTERRUPTIONS.
8. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall terminate at the end of the Trial Period, unless earlier terminated as set forth herein. Hypershell may, at its option, terminate this Agreement immediately if Customer: (i) fails to comply with any terms and conditions of this Agreement or (ii) uses the Trial Product other than as authorized herein. As soon as practicable following any termination or expiration of this Agreement (and in no event more than seven (7) business days thereafter), Customer agrees to return to Hypershell the Trial Product. Sections 2-11 of this Agreement shall survive termination, or expiration of this Agreement.
9. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HYPERSHELL BE LIABLE UNDER ANY CONTRACT, TORT, STATUTORY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING NEGLIGENCE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING FROM THE USE OF, OR INABILITY TO USE THE TRIAL PRODUCT.
10. CONFIDENTIAL INFORMATION. Hypershell and Customer each agree to retain in confidence all information disclosed by a Party to the other Party pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”). Customer acknowledges and agrees that the Product(s) and all information provided to Customer in accordance with this Agreement shall be Hypershell’s Confidential Information without the need for any marking. Each Party agrees to: (a) strictly preserve and protect the confidentiality of the other Party’s Confidential Information; and (b) refrain from using the other Party’s Confidential Information except as contemplated herein.
11. GENERAL. The Parties are independent contractors, and nothing in this Agreement is intended to or shall create any agency, partnership or joint venture relationship between them. Neither Party may assign, transfer, or sublicense any obligation or benefit under this Agreement without the written consent of the other Party and any attempt to do so shall be void; provided, however, that either Party may assign this Agreement without consent to a corporate affiliate or to an acquirer of all or substantially all of the Party’s equity, assets or business. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement constitutes the entire agreement between the Parties and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among Parties relating to the subject matter of this Agreement and all past dealing or industry custom. In the event of a conflict between any term in this Agreement and any other agreements between the Parties, this Agreement shall control and govern with respect to Customer’s use of any Trial Product during the Trial Period and any claim, issue, or subject matter relating thereto. Customer acknowledges that current purchasing decisions are not being made based on reliance on the timeframes or specifics outlined in any statements, demonstrations or presentations, and if Hypershell delays or never introduces future products, features or enhancements, Customer’s current purchasing decisions would not be affected. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both Parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be interpreted inaccordance with the commonly understood meaning of the People’s Republic of China, and this Agreement and the performance of the Parties hereto shall be construed and governed according to the laws of the People’s Republic of China applicable to the Agreement (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorney’s fees.

Last Updated ‒ July 2025