Master Services Agreement

This Master Services Agreement ("Agreement") is between Aquantix Technologies LLC ("Aquantix") and the customer identified in an applicable Order Form ("Customer"). This Agreement is effective as of the effective date of the first Order Form executed by both parties that references this Agreement and governs each Order Form and Customer's access to and use of the Hardware, Platform, and Services. 

1. DEFINITIONS 

"Agreement" means this Master Services Agreement, together with all Order Forms and any addenda expressly incorporated by reference. 

"Authorized User" means an employee, contractor, consultant, or other individual whom Customer authorizes to access the Platform on Customer's behalf and for Customer's internal business purposes. 

"Customer Data" means data or information submitted by or on behalf of Customer, or generated specifically from Customer's deployment through the Hardware or Platform, excluding Usage Data and De-Identified Data. 

"De-Identified Data" means data derived from Customer Data or Usage Data that has been aggregated, anonymized, or otherwise processed so that it does not reasonably identify Customer or any individual. 

"Documentation" means Aquantix's then-current user guides, technical instructions, and other documentation made available for the Hardware, Platform, or Services. 

"Hardware" means Aquantix-branded sensors, gateways, and related components supplied under an Order Form. 

"Order Form" means an ordering document executed by authorized representatives of both parties that references this Agreement and identifies the applicable Hardware, Services, fees, locations, quantities, and subscription term. 

"Platform" means Aquantix's cloud-based monitoring platform, including dashboards, alerts, firmware, software, interfaces, and updates. 

"Services" means access to the Platform and any onboarding, implementation, support, monitoring, installation, consulting, or other services expressly described in an Order Form. 

"Usage Data" means technical, diagnostic, telemetry, log, performance, and operational metadata regarding the use and performance of the Hardware, Platform, and Services, excluding Customer Data except as necessary to operate, secure, and support the Services. 

2. SCOPE OF SERVICES AND ORDER FORMS 

2.1 Services. Aquantix will provide the Hardware, Platform access, and Services specified in each Order Form. Each Order Form is a separate purchase commitment governed by this Agreement. 

2.2 Order of Precedence. If an Order Form expressly states that it overrides a specifically identified provision of this Agreement, the Order Form controls solely for that Order Form. Otherwise, this Agreement controls. Any purchase order, procurement portal term, vendor-registration term, or similar Customer document is for administrative convenience only and does not amend this Agreement unless expressly accepted in a writing signed by Aquantix. 

2.3 Changes to Platform. Aquantix may update or modify the Platform, Hardware firmware, and Documentation from time to time, including to improve security, performance, functionality, or reliability, provided that Aquantix will not materially reduce the core functionality purchased by Customer during the then-current Order Form term. 

3. PLATFORM ACCESS AND USE 

3.1 Grant of Access. Subject to Customer's compliance with this Agreement and payment of applicable fees, Aquantix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Order Form term to permit Authorized Users to access and use the Platform and Documentation solely for Customer's internal operational purposes. 

3.2 Accounts and Authorized Users. Customer is responsible for its Authorized Users, for maintaining the confidentiality of account credentials, and for all activity occurring under Customer accounts. Customer will promptly notify Aquantix of known or suspected unauthorized access or use. 

3.3 Restrictions. Customer and its Authorized Users will not, except to the extent a restriction is prohibited by applicable law: 

(a) sell, resell, rent, lease, sublicense, or provide the Platform as a service to a third party without Aquantix's written consent; 

(b) copy, modify, create derivative works from, reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or non-public technical information from the Platform or Hardware; 

(c) circumvent or interfere with security, access controls, usage limits, or the integrity or performance of the Platform; 

(d) use the Platform, Hardware, or Documentation to build or train a competing product or service, or conduct or publish benchmark, penetration, or security testing without Aquantix's prior written consent; 

(e) remove proprietary notices or use the Services in violation of applicable law or Documentation; or 

(f) use the Hardware or Platform as a life-safety, emergency-response, or regulated water-quality certification system. 

4. HARDWARE, INSTALLATION, CONNECTIVITY, AND THIRD-PARTY SYSTEMS 

4.1 Hardware Ownership and Risk of Loss. Customer owns Hardware purchased under an Order Form unless the Order Form expressly states otherwise. Risk of loss transfers to Customer upon delivery to the applicable location or carrier, as applicable. 

4.2 Installation. Unless an Order Form states that Aquantix or its contractor will perform installation, Customer is responsible for proper installation, configuration, placement, and operation of Hardware in accordance with the Documentation and applicable law. Customer is responsible for any plumbing, electrical, structural, or other site work not expressly included in an Order Form. 

4.3 Site Access and Customer Dependencies. If Aquantix performs on-site Services, Customer will provide timely and safe access to the site, necessary permissions, a suitable installation environment, and power, internet, cellular, or network connectivity as applicable. Delays caused by Customer, its vendors, site conditions, or unavailable access may extend delivery schedules and may result in reasonable additional charges if approved by Customer. 

4.4 Third-Party Systems. The Services may depend on Customer networks, internet or cellular carriers, cloud infrastructure, plumbing systems, APIs, or other products and services not controlled by Aquantix. Aquantix is not responsible for failures, delays, incompatibilities, security issues, or additional costs caused by third-party systems or Customer infrastructure, except to the extent directly caused by Aquantix. 

5. DATA RIGHTS, INTELLECTUAL PROPERTY, AND FEEDBACK 

5.1 Customer Data. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Aquantix a non-exclusive, worldwide, royalty-free right to host, copy, transmit, process, display, and otherwise use Customer Data as reasonably necessary to provide, secure, maintain, support, and improve the Hardware, Platform, and Services and to perform Aquantix's obligations under this Agreement. 

5.2 Usage Data and De-Identified Data. Aquantix may collect and use Usage Data to operate, secure, support, analyze, and improve its products and services. Aquantix may create De-Identified Data and may use and retain De-Identified Data for analytics, benchmarking, product development, demonstrations, and marketing, provided that such use does not reasonably identify Customer or any individual. To the extent permitted by law, Aquantix owns De-Identified Data and all analytics and improvements derived from it. 

5.3 Aquantix Intellectual Property. Aquantix and its licensors retain all right, title, and interest in and to the Hardware designs, firmware, Platform, software, APIs, Documentation, algorithms, models, analytics, inventions, know-how, trademarks, and other technology and intellectual property used to provide the Hardware, Platform, or Services, together with all updates, modifications, enhancements, derivative works, and improvements to them. No rights are granted to Customer except the limited rights expressly stated in this Agreement. 

5.4 Feedback. If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding Aquantix products or services, Customer grants Aquantix a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation, provided Aquantix does not publicly identify Customer as the source without permission. 

6. CUSTOMER RESPONSIBILITIES 

Customer is responsible for: 

(a) maintaining filters, plumbing, water systems, networks, and other Customer or third-party equipment; 

(b) performing any water-quality testing, inspection, maintenance, remediation, or regulatory compliance activities required by law, policy, manufacturer instructions, or sound facilities practice; 

(c) determining whether and when operational or remedial action is required based on information provided through the Platform; 

(d) ensuring that Customer Data and instructions supplied to Aquantix are accurate and that Customer has all rights necessary to provide them; 

(e) ensuring Authorized Users comply with this Agreement and Documentation; and 

(f) obtaining any site, network, privacy, employee, tenant, or third-party permissions necessary for Customer's use of the Hardware and Platform. 

7. FEES, PAYMENT, TAXES, AND RENEWALS 

7.1 Fees. Fees, billing frequency, quantities, and other commercial terms are set forth in the applicable Order Form. Except as expressly stated in this Agreement or an Order Form, payment obligations are non-cancelable and fees paid are non-refundable. Committed subscription quantities may not be reduced during a subscription term without Aquantix's written agreement. 

7.2 Invoices and Late Amounts. Unless an Order Form states otherwise, invoices are due thirty (30) days from issuance. Undisputed overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Aquantix may suspend access to the Platform for undisputed amounts that remain overdue after written notice. Customer will notify Aquantix of a good-faith invoice dispute within thirty (30) days after the invoice date and will timely pay all undisputed amounts while the parties work to resolve the dispute. 

7.3 Taxes and Third-Party Costs. Fees exclude sales, use, excise, value-added, and similar transaction taxes, which Customer will pay unless it provides a valid exemption certificate. Aquantix remains responsible for taxes based on its income, property, or employees. Customer is responsible for third-party connectivity, carrier, API, network, permitting, and other third-party charges not expressly included in an Order Form. 

7.4 Renewal. Unless an Order Form states otherwise, each Platform subscription will automatically renew for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Aquantix may change subscription pricing effective at renewal by providing at least forty-five (45) days' prior written notice. 

8. SUPPORT, MAINTENANCE, AND HARDWARE WARRANTY 

8.1 Support. During an active subscription term, Aquantix will provide commercially reasonable remote technical support during its normal business hours for issues caused by the Platform or Aquantix Hardware. Unless expressly stated in an Order Form or service-level addendum, Aquantix does not guarantee specific response, resolution, or uptime levels. 

8.2 Maintenance. Aquantix may perform planned or emergency maintenance and may temporarily limit Platform availability as reasonably necessary for maintenance, security, upgrades, or repair. Aquantix will use commercially reasonable efforts to minimize material disruption. 

8.3 Hardware Warranty. Aquantix warrants that Hardware purchased from Aquantix will be free from material defects in materials and workmanship for twelve (12) months from delivery. As Customer's exclusive remedy for breach of this warranty, Aquantix will, at its option, repair or replace defective Hardware. This warranty does not cover failure or damage caused by misuse, accident, improper or unauthorized installation, alteration, relocation, environmental conditions, ordinary wear, Customer or third-party systems, or use inconsistent with the Documentation. 

9. SECURITY AND PRIVACY 

9.1 Security. Aquantix will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data in Aquantix's possession or control against unauthorized access, use, alteration, or disclosure. Customer is responsible for the security of its own networks, devices, systems, credentials, and Authorized Users. 

9.2 Security Incidents. If Aquantix confirms unauthorized access to or disclosure of Customer Data within Aquantix's possession or control that materially affects Customer, Aquantix will notify Customer without unreasonable delay and will take commercially reasonable steps to investigate and mitigate the incident. Aquantix is not responsible for incidents caused by Customer, an Authorized User, or third-party systems outside Aquantix's reasonable control. 

9.3 Privacy Addenda. If applicable law or a Customer requirement reasonably requires a data processing, privacy, or security addendum for the Services, the parties may execute a mutually agreed addendum. Such addendum will apply only to the data and Services within its scope. 

10. WARRANTIES AND DISCLAIMERS 

10.1 Mutual Authority. Each party represents that it has the authority to enter into this Agreement and will comply with laws applicable to its performance under this Agreement. 

10.2 Services Warranty. Aquantix warrants that it will perform the Services in a professional and commercially reasonable manner. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services, provided Customer gives Aquantix reasonably prompt written notice of the deficiency. 

10.3 Water Monitoring Disclaimer. The Hardware and Platform provide operational monitoring and informational alerts. They do not test or certify water quality; verify health or safety; guarantee detection of every flow condition, leak, filter condition, equipment failure, or maintenance need; provide emergency response; or establish compliance with any law, code, standard, warranty, or maintenance requirement. Customer remains responsible for independent inspection, testing, maintenance, filter replacement, regulatory compliance, and operational decisions. 

10.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE HARDWARE, PLATFORM, SERVICES, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AQUANTIX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ALERTS OR DATA WILL BE COMPLETE OR ACCURATE. 

11. INDEMNIFICATION 

11.1 By Aquantix. Aquantix will defend Customer against a third-party claim that Customer's authorized use of the Platform or Aquantix Hardware, as provided by Aquantix and used in accordance with this Agreement, directly infringes a United States patent, copyright, trademark, or trade secret, and will pay damages and reasonable costs finally awarded against Customer or agreed in a settlement approved by Aquantix. Aquantix will have no obligation to the extent a claim arises from Customer or third-party modifications, combination with items not supplied by Aquantix, use outside the scope of this Agreement or Documentation, or continued use after Aquantix has provided a non-infringing alternative. If an infringement claim is likely, Aquantix may procure continued use rights, modify or replace the affected item with materially equivalent functionality, or terminate the affected Services and refund prepaid fees for the unused remainder of the applicable term. Aquantix will also indemnify Customer for third-party claims for bodily injury or tangible property damage to the extent caused by Aquantix's negligence or willful misconduct in performing on-site Services. 

11.2 By Customer. Customer will defend, indemnify, and hold harmless Aquantix and its officers, directors, employees, and agents from third-party claims arising from: (a) Customer's or an Authorized User's misuse of the Hardware, Platform, or Services; (b) Customer's installation, maintenance, plumbing, network, regulatory, or operational responsibilities except to the extent caused by Aquantix; (c) Customer Data or Customer's lack of rights to provide it; or (d) Customer's negligence, willful misconduct, or violation of applicable law. 

11.3 Procedure. The indemnified party will provide prompt written notice of a claim, reasonable cooperation at the indemnifying party's expense, and control of the defense and settlement to the indemnifying party. The indemnifying party may not settle a claim in a manner that admits fault by or imposes material non-monetary obligations on the indemnified party without its prior written consent, not to be unreasonably withheld. 

12. LIMITATION OF LIABILITY 

12.1 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12.2 General Cap. Except as stated in Section 12.3, each party's total aggregate liability arising out of or related to an Order Form or this Agreement will not exceed the fees paid or payable by Customer to Aquantix under the affected Order Form during the twelve (12) months preceding the event first giving rise to the claim. If the claim arises during the first twelve months of an Order Form, the cap will be the fees paid or payable for the first twelve months of that Order Form. 

12.3 Heightened Cap and Exceptions. Each party's aggregate liability for breach of Section 13 (Confidentiality), Aquantix's liability for breach of Section 9 (Security and Privacy) resulting in unauthorized access to Customer Data, and Aquantix's obligations under Section 11.1 will not exceed two (2) times the cap stated in Section 12.2. The limitations in Sections 12.1 and 12.2 do not limit Customer's obligation to pay fees, either party's liability for fraud, gross negligence, or willful misconduct, or Customer's infringement or misappropriation of Aquantix intellectual property or breach of Section 3.3. 

12.4 Allocation of Risk. The parties acknowledge that the limitations in this Section are a material basis of the bargain and apply regardless of the form of action and even if a limited remedy fails of its essential purpose. 

13. CONFIDENTIALITY 

13.1 Confidential Information. "Confidential Information" means non-public information disclosed by or on behalf of a party that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Customer Data, pricing, product plans, business information, technical information, software, designs, trade secrets, and security information. Confidential Information excludes information that the receiving party can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information. 

13.2 Protection and Permitted Disclosure. The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. The receiving party may disclose Confidential Information to employees, contractors, professional advisors, insurers, financing sources, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. 

13.3 Required Disclosure. A receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt advance notice where legally permitted and reasonably cooperates, at the disclosing party's expense, with efforts to seek protective treatment. 

13.4 Duration and Return. These obligations continue for five (5) years after each disclosure, except that trade secrets will be protected for so long as they remain trade secrets under applicable law. Upon written request after termination, each party will return or destroy the other party's Confidential Information, except for copies retained in routine backups, legal archives, or as required by law, which remain subject to this Section. 

14. TERM AND TERMINATION 

14.1 Agreement Term. This Agreement begins on the effective date above and remains in effect while any Order Form is active, unless terminated in accordance with this Section. Termination of one Order Form does not terminate any other Order Form unless expressly stated. 

14.2 Termination for Cause. Either party may terminate an affected Order Form or this Agreement for a material breach by the other party that remains uncured thirty (30) days after written notice. For an undisputed payment breach, the cure period is ten (10) days after written notice. Either party may terminate immediately if the other party becomes subject to bankruptcy, insolvency, liquidation, or a similar proceeding that is not dismissed within sixty (60) days. Unless an Order Form expressly provides otherwise, neither party may terminate an Order Form for convenience during its committed term. 

14.3 Effect of Termination. Upon expiration or termination of an Order Form, Customer's right to access the affected Platform subscription ends and all accrued payment obligations become due. Fees are not refundable except as expressly provided in this Agreement. Customer retains ownership of Hardware it purchased. For sixty (60) days after expiration or termination, upon Customer's written request and subject to payment of all undisputed amounts, Aquantix will make Customer Data then maintained in the Platform available through Aquantix's standard export method. Aquantix may thereafter delete Customer Data in accordance with its ordinary retention practices, subject to applicable law and backup retention. 

14.4 Survival. Sections that by their nature should survive expiration or termination will survive, including Sections 5, 7, 10, 11, 12, 13, 14.3, 14.4, 16, and 18. 

15. INSURANCE 

During the term, Aquantix will maintain commercially reasonable commercial general liability, technology errors and omissions, and cyber liability insurance appropriate to the Services it provides, together with workers' compensation and automobile coverage to the extent required by law for on-site activities. Upon reasonable request, Aquantix will provide certificates of insurance. Any customer-specific limits or additional insured requirements must be stated in the applicable Order Form or a signed addendum. 

16. GOVERNING LAW AND VENUE 

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws principles. Subject to any mandatory law applicable to a governmental Customer, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado for disputes arising out of or related to this Agreement. 

17. NOTICES 

Notices under this Agreement must be in writing and sent to the addresses or email contacts stated in the applicable Order Form, or to an updated address designated by notice. Notice is effective upon personal delivery, confirmed delivery by nationally recognized overnight courier, or transmission by email if the sender retains evidence of successful transmission and no delivery-failure notice is received. Routine operational, support, and billing communications are not legal notices unless they expressly state that they are notice under this Agreement. 

18. MISCELLANEOUS 

18.1 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, employment, or agency relationship, and neither party may bind the other. 

18.2 Assignment. Neither party may assign this Agreement or an Order Form without the other party's prior written consent, except that either party may assign it without consent in connection with a merger, reorganization, change of control, or sale of all or substantially all of the business or assets to which this Agreement relates, provided the assignee agrees to be bound by this Agreement. Any other attempted assignment is void. 

18.3 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labor disputes, utility or telecommunications failures, cloud or carrier outages, governmental actions, or shortages of components, provided the affected party uses commercially reasonable efforts to resume performance. This Section does not excuse payment obligations for amounts already due. 

18.4 Publicity. Neither party may use the other party's name, trademarks, or logos in public advertising, press releases, case studies, or promotional materials without prior written consent, except as required by law or expressly permitted in an Order Form. 

18.5 General. This Agreement, together with all Order Forms and signed addenda, is the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous proposals, discussions, or agreements on that subject. Amendments and waivers must be in a writing signed by authorized representatives of both parties. If any provision is unenforceable, the remainder remains effective and the provision will be enforced to the maximum extent permitted by law. A failure or delay in exercising a right is not a waiver. There are no third-party beneficiaries. Headings are for convenience only. Order Forms and addenda may be executed in counterparts and by electronic signature, each of which is deemed an original.