TERMS OF USE
VERSION 2.0
LAST REVISED ON: 11/18/2020

 

These terms of use are an agreement between AQUAOSO Technologies, Inc. (“AQUAOSO”) and users of its website (“you” or “user”).  This agreement (this “Agreement”) governs your use of the services made available through AQUAOSO’s website (the “Services”).  By clicking to indicate acceptance of this Agreement, you have agreed to the terms and conditions set forth herein (on behalf of yourself of the entity that you represent) and have entered into a binding agreement with AQUAOSO regarding the Services.

 

BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS AND REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OLD OR OLDER.  IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE YOUNGER THAN EIGHTEEN (18) YEARS OLD, DO NOT USE THE SERVICES.

 

AQUAOSO reserves the right to modify or supplement any or all of the terms of this Agreement from time to time without notice to you.  AQUAOSO reserves the right, in its sole discretion, to restrict, suspend or terminate access to all or any part of the Services or to change, suspend or discontinue all or any aspect of the Services, including the availability of any feature, database, information or content, at any time and without prior notice or liability.  Continued use of the Services following posting of any changes to the terms of the Agreement constitutes your acceptance of the changes.  If you do not agree with the terms and conditions of this Agreement at any time, you are required to cease use of the Services.  AQUAOSO encourages you to print a copy of this Agreement for your records.

 

You acknowledge that you are aware of and accept the terms and conditions of AQUAOSO’s Privacy Policy.  You are not authorized to use the Services in any jurisdiction where the terms of this Agreement are not enforceable.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION (SECTION A(13) BELOW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Content Disclaimer:

The information provided on this website is not intended to constitute legal, financial, operational, or any other type of advice whatsoever; all information, posts, articles, content, eBooks, webinars, and all other materials available on this site are for general informational purposes only. Third-party websites are referenced on this website via links. These links are meant for convenience only; AQUAOSO does not endorse or validate the contents of the third-party sites.

No user or reader of AQUAOSO.com or any of the sites linked to in the content of this site should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel.  All liability with respect to actions taken or not taken based on the contents of this site are hereby expressly disclaimed. The content on AQUAOSO is provided “as is;” no representations are made that the content is error-free and the views expressed in the content are of the individual writers/author and not the views of AQUAOSO as a company.

A: General Terms:

1. Account Information. To use portions of the Services, you must be registered and provide account information, including personal data and contact information.  You agree that all account information is true, complete, and current.  You may be required to select a username and password.  You are solely responsible for maintaining the confidentiality of your password.  You agree to immediately notify AQUAOSO if you know or suspect that your account is being accessed or used without your authorization.  You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party.  AQUAOSO reserves the right to deny access to your account if it cannot verify the accuracy of the registration information.  By registering with AQUAOSO or using the Services, you agree that, to the extent set forth in the AQUAOSO Privacy Policy and subject to the limitations set forth therein, AQUAOSO may disclose any information you provide or that it obtains concerning your use of the Services.  You may delete your account at any time, for any reason, by following the instructions on the website.
2. Ownership.

(a)         Services.  AQUAOSO provides information regarding water resources and a marketplace to connect users who wish to offer, sell, and buy water resources.   AQUAOSO is and will remain the sole and exclusive owner of all right, title and interest in and to the Services and all related intellectual property rights and content, including any suggestions, ideas, enhancements requests, Feedback (defined below), recommendations or other information provided by you relating to the Services.  Nothing contained in this Agreement shall give you any ownership interest, or title to, the Services.  Subject to the terms and conditions of this Agreement, AQUAOSO grants you a non-exclusive, non-transferable, non-sublicensable license to use the Services.  This license shall immediately terminate upon termination of this Agreement.

(b)         AQUAOSO DATA.  AQUAOSO owns rights to all programming and any collection or compilation of information and data, including but not limited to collections or compilations that include data, analytics or information provided by you (“AQUAOSO Data”).  The Services may embody proprietary information of AQUAOSO and third party information providers (“Information Providers”), compiled, selected, and arranged through the exercise of judgment and requiring the expenditure of substantial time, effort, and money by AQUAOSO or the Information Providers.  The Services constitute valuable commercial property and trade secrets of AQUAOSO.  You will not claim any ownership interest in, or right to use, the Services or AQUAOSO Data except as provided herein, nor will you contest AQUAOSO’s ownership rights.

(c)         Trademarks.  The name “AQUAOSO” and other AQUAOSO marks, logos and designs used connection with the Services are trademarks, service marks, or trade dress of AQUAOSO; except as provided for in this Agreement, they may not be used without the written prior permission of AQUAOSO.

3. Use and Restrictions on Use. Subject to the restrictions set forth in this Agreement, you may copy information from the Services only as necessary for your internal use; provided however that all copyright and other proprietary notices on the information or any content displayed on the Services must be retained on all copies thereof.  You agree otherwise not to reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services.  You agree not to use the Services for any illegal purpose, in violation of any law or regulation, or in any manner inconsistent with this Agreement.  You agree not to impersonate another person or misrepresent your affiliation with another person or entity.  You agree not to input, distribute, upload, post, transmit or otherwise make available any content or data through the Services that: (a) is confidential; (b) is unlawful, improper, abusive, harassing, libelous, defamatory, obscene, pornographic, threatening or otherwise objectionable; (c) you are not authorized or have the right to make available; (d) violates the rights of others, such as content that infringes any patent, trademark, trade secret, copyright, other proprietary rights or violates any right of privacy or publicity; (e) violates the property rights of others; (f) offends the community standards of users of the Services; (g) contains software viruses or any other computer code, files or programs designed to work around any technical limitations in the Services or perform or that would interfere with the proper working of the Services; or (h) otherwise violates any applicable law.  You shall not access the Services in order to build a similar or competitive website, product, or service.
4. Fees. Access to and use of certain Services will require payment of fees in accordance with the terms set forth elsewhere on the website and/or in a brokerage agreement between you and AQUAOSO.  All fees are quoted and payable in United States dollars.
5. Exchange of Information.

 

(a)         If you choose to contact a user through the Services by filling out an inquiry or other request form on the Services, you authorize AQUAOSO to provide your name and contact information and other identifying information you provide to the user.  This information may only be used for AQUAOSO-related communications or for a water resource transaction.  You shall not take any action to circumvent any brokerage fee due to AQUAOSO.

 

(b)         The communications between you and AQUAOSO use electronic means, whether you use the Services or send AQUAOSO emails, or whether AQUAOSO posts notices on the website or communicates with you via email. For contractual purposes, you (i) consent to receive communications from AQUAOSO in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that AQUAOSO provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. Although email is generally reliable, email can be transmitted improperly or wrongfully intercepted.  AQUAOSO does not warrant or guarantee that the transmission of email messages will be uninterrupted or transmitted without error.

 

6. Linked Materials and Third-Party Materials.  As you use the Services, you may encounter windows and links that take you to web pages or websites of other companies to make their products and services available to you or to enable you to communicate directly with those companies.  Your use of such web pages or websites, while subject to the terms of this Agreement, is also subject to and governed by the terms and guidelines, if any, contained within such web page or website.  AQUAOSO does not endorse, and takes no responsibility for such products, services, websites, and materials.

 

7. Disclaimer and Limitation of Liability. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.  BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE SERVICES, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION.

 

THE CONTENT ON THE SERVICES ARE PROVIDED TO YOU “AS IS, AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.  AQUAOSO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES, AQUAOSO DATA, OR LISTINGS AND HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, AQUAOSO DATA OR LISTINGS EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION THE PERFORMANCE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FROM A COURSE OF DEALING OR USE IN TRADE.  AQUAOSO DOES NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR NONINFRINGEMENT OF THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES.  NOR DOES AQUAOSO GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

IF YOU BECOME DISSATISFIED WITH THE SERVICES, OR THE TERMS GOVERNING THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.  THIS LIMITATION ON DAMAGES IS ESSENTIAL TO THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED AT THIS RATE WITHOUT SUCH LIMITATION.

 

IN NO EVENT SHALL AQUAOSO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND/OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE SERVICES, AQUAOSO DATA, LISTINGS, OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED OR IF AQUAOSO HAD BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE.  IN NO EVENT SHALL AQUAOSO’S, ITS OFFICERS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, AGENTS’, SUCCESSORS’ AND/OR ASSIGNS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO PORTIONS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  IN SUCH STATES, THE LIABILITY OF AQUAOSO, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND/OR ASSIGNS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AQUAOSO, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND/OR ASSIGNS EXCEED $50.  YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WOULD NOT BE PROVIDED WITHOUT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT AND THAT THE DISCLAIMERS AND LIMITATION AND REMEDIES ARE REASONABLE.

8. Release. You hereby release and forever discharge AQUAOSO and its officers, directors, employees, contractors, agents, successors, and assigns from all liability related to any and all claims, demands, and damages of every kind and nature known or unknown, that you may assert against another user, Information Provider, or third party arising out of the Services, AQUAOSO Data or Listings.  By entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

9. Indemnification. You shall defend, indemnify and hold AQUAOSO and its officers, directors, employees, agents, successors, and assigns (individually or collectively, the “AQUAOSO Indemnified Party”) harmless against any and all liability, damages, costs, expenses, including reasonable legal fees and expenses, for any third party claim against the AQUAOSO Indemnified Party (each, a “Claim”) arising out of or related to (a) your use of the Services, (b) your violation of this Agreement, (c) your violation of application laws of regulations, or (d) use of the AQUAOSO Data or Listings.  AQUAOSO reserves the right, at its own expense, to assume the exclusive defense and control of any Claim subject to indemnification by you, in which event you will fully cooperate with AQUAOSO.  You agree not to settle any matter without the prior written consent of AQUAOSO.  AQUAOSO will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Termination. You may terminate this Agreement, with or without cause and at any time, by discontinuing your use of the Services and payment of fees due AQUAOSO, if any.  AQUAOSO may terminate this Agreement for any reason at its sole discretion. Upon termination of this Agreement for any reason, AQUAOSO shall have no continuing obligation to you.
11. Force Majeure. AQUAOSO shall not be responsible for any failure to provide the Services or AQUAOSO Data or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results from an unforeseeable event beyond AQUAOSO’s reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; or material shortages.
12. Beta Services. The terms of this paragraph shall apply to you with respect to any beta features, functionality or services (the “Beta Services”) made available to you by AQUAOSO for purposes of evaluation and feedback.  Beta Services may be used by you at your sole election and shall be identified as beta in the Services.  You acknowledge that the Beta Services being evaluated may contain bugs, errors and/or other problems and is provided to you “AS IS, WITH NO WARRANTIES.”  Therefore, AQUAOSO disclaims any and all warranty, indemnification, security, data back-up, support and liability obligations to you of any kind with respect to the Beta Services.  AQUAOSO does not guarantee the availability of the Beta Services.  You also hereby acknowledge that AQUAOSO has not made any representations or guarantees that the Beta Services will ever be announced or made generally available to anyone in the future and that AQUAOSO has no express or implied obligation to you to announce the Beta Services or make it generally available.  As part of your use of the Services, including the Beta Services and as reasonably requested by AQUAOSO, you agree to give feedback, comments and suggestions (“Feedback”) to AQUAOSO about the Services and Beta Services.  You hereby assigned all right, title, and interest in and to the Feedback to AQUAOSO.  With respect to the Beta Services, this paragraph shall supersede any other conflicting terms and conditions agreed to between you and AQUAOSO.
13. Dispute Resolution. PLEASE READ THIS ARBITRATION AGREEMENT (“Arbitration Agreement”) CAREFULLY. IT IS PART OF YOUR CONTRACT WITH AQUAOSO AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a)         Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of the Services that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This Arbitration Agreement applies to you and AQUAOSO, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Services provided under the Agreement.

(b)         Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to AQUAOSO should be sent to: 705 Gold Lake Dr, Ste 250 Folsom, California 95630.  A Notice to you should be sent to the address listed in your account information.  After the Notice is received, you and AQUAOSO may attempt to resolve the claim or dispute informally.  If you and AQUAOSO do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c)         Arbitration Rules.  Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement.  The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.  The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise.  If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If the arbitrator grants you an award that is greater than the last settlement offer that AQUAOSO made to you prior to the initiation of arbitration, AQUAOSO will pay you the greater of the award or $2,500.00.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d)         Additional Rules for Non-Appearance Based Arbitration.  If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e)         Time Limits.  If you or AQUAOSO pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f)          Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and AQUAOSO, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and AQUAOSO.

(g)         Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and AQUAOSO in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND AQUAOSO WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h)         Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i)          Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j)          Severability.  If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(k)         Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l)          Survival of Arbitration Agreement.  This Arbitration Agreement will survive the termination of this Agreement and/or the termination of your relationship with AQUAOSO.

(m)        Small Claims Court.  Notwithstanding the foregoing, either you or AQUAOSO may bring an individual action in small claims court.

(n)         Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o)         Claims Not Subject to Arbitration.  Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p)         Courts.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located within Placer County, California, for such purpose, and consent that this Agreement shall be construed in accordance with, and governed by, the laws of the State of California, without regard to the application of conflicts of law principles.

14. Export.  The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from AQUAOSO, or any products utilizing such data, in violation of the United States export laws or regulations.
15. General Terms. Your relationship to AQUAOSO is that of an independent contractor, and neither party is an agent or partner of the other.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  This Agreement constitutes and expresses the entire agreement and understanding between the parties hereto with respect to the subject matter, all discussions, promises, representations, and understandings relative thereto, if any, being herein merged; provided however, this Agreement is subject to any additional terms in a brokerage agreement between you and AQUAOSO.  AQUAOSO’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  You shall not assign or transfer, or purport to assign or transfer, any of your rights or obligations under this Agreement without the prior written consent of AQUAOSO.  Except as set forth in this Section, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the respective parties hereto.  If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

B. Additional Terms for Sellers:

1. Seller’s Responsibilities.

(a)         The Services include an interactive portion that allows you to submit listings, including information, material and other content, for water resources (the “Listing”).  Upon creating a Listing, a seller must enter into a brokerage agreement with AQUAOSO, which, among other things, provides for you to pay a brokerage fee to AQUAOSO upon final consummation of the transaction contemplated by the Listing.

(b)         You are responsible for the accuracy and content of your Listing.  You will use commercially reasonable efforts to provide a Listing that is accurate and current and to notify AQUAOSO of any errors or omissions.  If you submit any Listing to AQUAOSO, you agree and represent (i) that you are the sole owner of the Listing and offered water resource or otherwise have the right to provide the Listing to AQUAOSO, (ii) that submission, publication, distribution or use of the Listing by AQUAOSO will not infringe any rights of any third party, and (iii) that you are solely responsible for any damages resulting from such Listing.  AQUAOSO reserves the right (but has no obligation) to review any Listing and to investigate and/or take appropriate action against you in AQUAOSO’s sole direction if you violate the terms of this Agreement or otherwise create liability for AQUAOSO or any third person; such action may include removing or modifying your Listing, terminating your account, and/or reporting you to law enforcement authorities.

(c)         You acknowledge that AQUAOSO has no control over and does not guarantee the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction.  You agree that any user responding to a Listing is entitled to enforce its rights against you as though that user is a party to this Agreement.  Your dealings with any user arising in connection with the Services, including any contract for the sale of water resources, are solely between you and such user, and AQUAOSO takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with any user.  If there is a dispute between you and any such user, AQUAOSO is under no obligation to become involved.

2. License. By submitting a Listing, you grant AQUAOSO a non-exclusive, royalty-free, sublicenseable worldwide license to the Listing to copy, distribute, transmit, display, reproduce, edit, store, market and incorporate the Listing, in whole or in part, including but not limited to the right to grant sublicenses to the Listing, to create derivative works of the Listing, to combine the Listing with data, analytics and information from other providers, to sublicense the right to create derivative works of the Listing and to include the Listing in the AQUAOSO Data for license and distribution to third parties.  AQUAOSO will not pay you for your Listing or to exercise any rights related to your Listing set forth in the preceding sentence.  AQUAOSO may remove or modify your Listing at any time.  You further grant AQUAOSO a limited license to identify you as a provider of the Listing on AQUAOSO’s website and in order to connect you with a buyer.
3. Indemnification. In addition to your indemnification obligations in Section A(9) above, you shall defend, indemnify and hold AQUAOSO and any AQUAOSO Indemnified Party harmless against any and all Claims arising out of or related to any third party claim that your Listing infringes any property or intellectual property rights, including any patent, copyright, trade secret, trademark, or privacy right.

C. Additional Terms for Buyers:

1. License. Listings are protected by copyright, trademark or other proprietary rights of AQUAOSO, or third parties.  AQUAOSO grants you a limited, nonexclusive license to use the information from the Listing for your internal use as a buyer.  You may download or copy the Listing for internal use only, provided that you maintain all copyright and other notices contained therein.  Copying or storing of any Listing for other than internal use is expressly prohibited without prior written permission of AQUAOSO and the seller.  AQUAOSO does not assert copyright or grant any rights to the underlying images, if applicable, or descriptions of Listings.  You may not modify, transmit, transfer or sell, create derivative works from, distribute, perform, display, or in any way exploit any of the Listings, in whole or in part, without obtaining permission of the copyright owner, except as expressly permitted in this Agreement or permitted under copyright law.
2. Listings.  While AQUAOSO may provide Listings and other guidance in the Services, such guidance is solely information and you may decide to follow it or not. AQUAOSO has not control over and does not guarantee the existence, quality, safety or legality of items in a Listing; the truth or accuracy of users’ Listings; the ability of sellers to sell item or that seller will actually complete a transaction.  AQUAOSO cannot ensure that information it provides is accurate, exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic.  You understand that AQUAOSO has no obligation to, and generally does not, approve or monitor Listings.  You are responsible for reading the full item listing, and terms and conditions of the sale, before making a commitment to buy.  You are solely responsible for use of and reliance on a Listing.  Your dealings with any user arising in connection with the Services, including any contract for the purchase of water resources, are solely between you and such user, and AQUAOSO takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with any user.  If there is a dispute between you and any such user, AQUAOSO is under no obligation to become involved.
3. Brokerage Agreement. Before contacting a seller about a Listing, a buyer must enter into a brokerage agreement with AQUAOSO, which, among other things, provides for you to pay a brokerage fee to AQUAOSO upon final consummation of the transaction contemplated by the Listing.

D. Copyright Infringement:

If you believe that your work has been copied and used in the Services in a way that constitutes copyright infringement, please provide AQUAOSO’s designated Copyright Agent with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the website;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the dispute use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.

AQUAOSO’s Copyright Agent for Notice of claims of copyright infringement can be reached at:

Copyright Agent:  Christopher Peacock

Address: 705 Gold Lake Dr., Ste 250 Folsom, California, 95630

Telephone: 916-245-0560

Email: chris@aquaoso.com

Only notices under that Digital Millennium Copyright Act (17 U.S.C. § 512, et seq.) should be submitted to the Copyright Agent.  AQUAOSO cannot take any action with respect to any take down request unless the notice includes all of the information requested.