Terms and Conditions - See Water, Inc.

IMPORTANT-READ CAREFULLY:

These Terms and Conditions of Use is a legal agreement (the “Agreement”) between the individual or entity subscribing to See Water’s services (“Licensee”) and See Water, Inc. (“We”, “Us” or “Our”). Subscription, access, or use of See Water’s Pump Portal® Software as a Service (“Services”) is subject to the terms of this Agreement. By using any portion of the Services, Licensee agrees to be bound by the terms of this Agreement.

1. LICENSE GRANTS.

The Services are licensed, not sold. See Water grants to Licensee a revocable, non-exclusive, non-transferrable, limited right to access and use the Services in a manner and for the purposes described in the specifications for the Services during the term of Licensee’s subscription. Neither the Services nor any portion thereof may be resold or redistributed in any form whatsoever. All rights not expressly granted to Licensee are reserved to See Water or its licensors. The Services require data submitted by Licensee (“Licensee Data”) and data derived or created during the scope of Licensee’s provisioning and use of the Services (“Learned Data”). The storage, use and disposition of Licensee Data and Learned Data shall be governed by See Water’s policies and procedures, including See Water’s data policy.

2. COPYRIGHT

All rights, title, and interest in and to the Services (including, but not limited to, any images, photographs, animations, video, audio, music and text incorporated into the Services) and any copies of the Services are owned by See Water or its suppliers. Copyright laws and international treaty provisions protect the Services. Therefore, Licensee must treat the Services like any other copyrighted material. Licensee may not copy the printed materials accompanying the Services. This Agreement does not grant Licensee any rights to trademarks or service marks of See Water.

3. RESTRICTIONS ON USE

Licensee may not: (a) distribute, share, sublicense, lend, lease or otherwise make the Services available to any third party (on the Internet, an information network or tangible media, by broadcast or in any other manner), (b) modify, adapt, create derivative works from or translate any part of the Services, (c) reverse engineer, decompile or disassemble the Services or otherwise attempt to obtain its source code, (d) remove or alter any copyright, trademark or other proprietary notice contained in the Services or (e) use the Services in any manner not set forth in this Agreement or in the Services’ documentation.

4. THIRD PARTY SOFTWARE

The Services may have been developed to operate with other social networking software and technology owned and controlled by third parties. Licensee agrees that (a) Licensee will use such third party sites, services, software or technology in accordance with this Agreement, (b) See Water does not make any warranties, conditions, undertakings or representations of any kind, either express or implied, to Licensee concerning such third party sites, services, software or other technology, (c) no third party will have any obligation or liability to Licensee as a result of this Agreement, (d) such third party software may be licensed under license terms which grant Licensee additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this Agreement, (e) any and all third party software or technology that may be distributed or used together with the Services will be subject to Licensee explicitly accepting those separate licensing terms and conditions required for such use. The inclusion of any third party sites, services, software or technology does not imply an endorsement by See Water of the third party sites, services, software or technology.

5. USAGE

Licensee shall: (a) be responsible for the compliance by Licensee’s personnel, including Licensee’s employees, contractors and representatives, with the terms and conditions of this Agreement, (b) be responsible for the accuracy, quality and legality of Licensee Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, (d) notify See Water immediately of any unauthorized access or use Licensee becomes aware of, and (e) use the Services only in accordance with applicable specifications and law.

6. FEES AND PAYMENT

Licensee shall pay all fees or charges (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. If not otherwise paid in advance, monthly fees for use of Services are due in advance by the first day of the month during which the Services are available for use. All other Fees are due and payable thirty (30) days after date of invoice. See Water shall be entitled to charge interest on undisputed unpaid Fees more than 30 days overdue at the rate of the lesser of (a) 12% per year or (b) the highest amount permitted by applicable law. See Water has the right to suspend Licensee’s access to the Services if any of Licensee’s invoice is more than 30 days past due.

See Water reserves the right to increase Fees due to increases in its costs (such as its infrastructure costs or significant changes in market conditions) on at least sixty (60) days notice to Licensee. See Water reserves the right to increase Fees (i) whenever Licensee increases its use of Services, and (2) with at least sixty (60) days notice prior to an annual renewal for a successive year as provided below in Section 9.

7. ASSIGNMENT

Licensee may not assign any right under this Agreement, including any affiliate, without the prior written consent of See Water. Any purported assignment by Licensee shall be null and void. To the extent that this prohibition may be unenforceable, any such assignment must be subject to the terms and condition of this Agreement.

8. TERM AND TERMINATION

The term of license grant set forth herein shall commence on the earlier of the date Licensee begins accessing the Services or the date this Agreement is accepted and shall continue for a period of one (1) year, unless the Agreement is terminated in accordance with this Section 8. Thereafter, this Agreement shall automatically renew for successive renewal terms of one (1) year each unless: (i) either party provides written notice of its intention not to renew at least thirty (30) calendar days prior to the expiration of the then-current term; or (ii) the Agreement is terminated in accordance with this Section 8.

Licensee’s right to use the Services will automatically terminate if Licensee fails to comply with any provision of this Agreement. If this Agreement is terminated Licensee must: (a) cease all use of the Services, (b) destroy the original and all copies of the Services and (c) permanently delete all copies of the Services. Sections 2, 3, 5, 8, 9, 10, 11 and 15 shall survive the termination of this Agreement. Conditioned upon request by Licensee made within 30 days after the effective date of termination or expiration of this Agreement, See Water will make the Licensee Data available to Licensee for export or download. After the 30-day period, See Water will have no obligation to maintain or provide Licensee Data, and will thereafter delete or destroy all copies of Licensee Data, unless legally prohibited.

9. CONFIDENTIALITY

The Services may include confidential information that is secret and valuable to See Water and its licensors. Licensee may not use or disclose that confidential information, including system passwords, functionality and user interface, other than strictly in accordance with the terms of this Agreement. In no event may Licensee permit third party vendors or other Software as a Service providers to access or use the Services for any purpose whatsoever without See Water’s prior written consent.

10. INDEMNIFICATION

Licensee shall defend, indemnify and hold harmless See Water, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by Licensee of this Agreement, or (ii) Licensee’s acts, omissions or use of the Services, including without limitation Licensee’s negligent, willful or illegal conduct. See Water reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and in such case, Licensee shall cooperate with See Water’s defense of such claim.

11. LIMITED WARRANTY

THE SERVICES ARE PROVIDED "AS IS." TO THE FULL EXTENT ALLOWABLE BY LOCAL LAW, SEE WATER AND SEE WATER’S AFFILIATES DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SEE WATER OR A SEE WATER AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. WITHOUT LIMITATION OF THE FOREGOING, SEE WATER DOES NOT WARRANT THAT: (a) THE SERVICES WILL BE ERROR-FREE, (b) LICENSEE’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR (d) THE SERVICES WILL OPERATE WITH THE HARDWARE OR SOFTWARE CONFIGURATION LICENSEE CHOOSES.

12. LIMITATIONS ON LIABILITY

IN NO EVENT WILL SEE WATER’S OR SEE WATER'S AFFILIATES’ LIABILITY TO LICENSEE OR ANY THIRD PARTY EXCEED THE PRICE PAID BY LICENSEE FOR THE PARTICULAR SERVICES IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

13. EXCLUSION OF REMEDIES

WITHOUT LIMITING ANY OF THE DISCLAIMERS OR LIMITATIONS SET FORTH IN PARAGRAPHS 11 AND 12 ABOVE, IN NO EVENT WILL SEE WATER OR SEE WATER’S AFFILIATES BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, USE OF SOFTWARE OR ANY ASSOCIATED HARDWARE OR SOFTWARE, DATA OR GOODWILL), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. CERTAIN SPECIFIC RIGHTS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH HEREIN, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE. LICENSEE’S SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.

15. EXPORT RESTRICTIONS

Licensee agrees that Licensee will comply with all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority. Licensee shall not export or re-export or allow the export or re-export of the Services in violation of any such law, restriction or regulation, including, without limitation, export or re-export to Cuba, Iran, Iraq, North Korea, Sudan, Syria or any other country subject to applicable U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals and Blocked Persons, or to any prohibited destination in any of the Country Groups specified in the then current Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).

16. UPDATES

17. MISCELLANEOUS

This Agreement will be binding upon and inure to the benefit of See Water and Licensee, and their respective successors and permitted assigns. If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of this Agreement. Any waiver of any breach or failure to enforce any provision of this Agreement will not be deemed a future waiver of such term or a waiver of any other provision. Any waiver of any provision of this Agreement will be effective only if it is in writing and signed by See Water and Licensee. See Water may revise these Terms and Conditions of Use on notice to you. The revised Terms and Conditions of Use will be effective when posted.

18. GOVERNING LAW

This Agreement shall be governed by the laws of the United States and the State of California, irrespective of California's conflicts of laws rules. Any action arising out of or relating to this Agreement may be brought exclusively in the appropriate state or federal court in Riverside, California, and Licensee irrevocably consents to the jurisdiction of such courts and venue in Riverside, California.

19. ENTIRE AGREEMENT

This Agreement and the policies referenced herein constitute the complete and exclusive agreement between Licensee and See Water which supersedes any prior agreement, proposal, written or oral, and any other communication relating to the subject matter of this Agreement.

SEE WATER, INC - Data Use Policy

This Data Use Policy describes the manner in which data Licensee (“You” or “Your”) submitted through the Services and data learned from use of the Services are handled and used. By use of the Services, You expressly consent to the terms and conditions of this Data Use Policy. If You do not agree to the terms of this Data Use Policy, please do not use the Services. See Water reserves the right to modify this Data Use Policy at any time following thirty (30) days’ notice. Your continued use of the Services following notice, will constitute Your acceptance of any revisions of this Data Use Policy.

As used in this Data Use Policy, the following terms shall have the following meanings:

“Data” means data or information, including system-specific data.

“Learned Data” means Data derived or created during the scope of a user’s provisioning and use of the Services.

“Licensee Data” means Data submitted by Licensee and other users of the Services in the course of the provisioning and use of the Services, excluding Learned Data.

“Services” shall mean the services offered by See Water now or in the future and subject to applicable license.

Licensee Data. In See Water’s performance of the Services or in connection with Your use of the Services, it may be necessary for See Water to obtain, receive, or collect License Data. You grant See Water a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Licensee Data: (1) to facilitate the performance of Services by See Water or Your use of the Services; (2) for the internal business purposes of See Water such as, for example, the improvement or creation of new software or services; (3) to disclose the Licensee Data to its employees and contractors who need access to the Licensee Data in connection with any of the foregoing purposes or to perform See Water’s obligation under this Data Use Policy; and (4) to use any Licensee Data at the aggregate level for the purpose of creating and publishing comparative benchmarks, norms or proprietary algorithms, or marketing and operational purposes, subject to de-identifying reference to You and Your end users from any such Licensee Data. You also grant See Water the right to copy and maintain such material and content on its servers (or the servers of its suppliers) while using the Services or otherwise in accordance with the terms of any applicable license.

You represent and warrant that You have obtained all rights, permissions, and consents necessary to use and transfer the Licensee Data within and outside of the country in which you are located in conjunction with See Water’s performance of the Services or Your use of the Services (including providing adequate disclosures and obtaining legally sufficient consent from Your employees, agents, and contractors).

Learned Data. See Water shall own all right, title and interest in and to the Learned Data. You shall have the right to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Learned Data during the term of Your active license or subscription agreement with See Water.

Data Retention. See Water will retain Licensee Data related to its Services for current Licensees for at least two years, unless otherwise specified. Retention of customer data for inactive Licensees will be retained for at least 60 days following termination.

MISCELLANEOUS This Data Use Policy will be binding upon and inure to the benefit of See Water and the Licensee (including all Licensee end users) and their respective successors and permitted assigns. If any provision of this Data Use Policy is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of this Data Use Policy. Any waiver of any breach or failure to enforce any provision of this Data Use Policy will not be deemed a future waiver of such term or a waiver of any other provision. This Data Use Policy shall be governed by the laws of the United States and the State of California, irrespective of California's conflicts of laws rules. Any action arising out of or relating to this Data Use Policy may be brought exclusively in the appropriate state or federal court in Riverside, California, and Licensee irrevocably consent to the jurisdiction of such courts and venue in Riverside, California.