Terms of Use

Waterfluence LLC (“We” or “Us” or “Our”) provides a website at www.waterfluence.com (“Website”) that permits authorized people (“Users”) to view water use information (“Information”) and receive landscape field surveys as part of our service (collectively the “Service”). The Information includes, in part, comparisons of historical water use to a budget benchmark based on site-specific characteristics and real-time weather.

The Service can help Users optimize landscape water use while maintaining a healthy landscape.

In order to use the Service, you (“You” or “Your”), as an authorized User, must agree to the following Terms of Use. Any information You submit or receive using our Service will be subject to our Privacy Policy which is hereby incorporated by reference into these Terms of Use.

1. Using the Waterfluence Website

a. Who can use the Service

You may use the Website only in compliance with these Terms of Use and all applicable laws. You must provide Us with accurate and complete information. Any use or access by anyone under the age of 13 is prohibited.

b. Our license to You

Subject to these Terms and our policies, We grant You a limited, non-exclusive, non-transferable, and revocable license to use our Service for so long as You are sponsored by our water agency clients and other third parties (such as the Santa Clara Valley Water District) (collectively “Agency(s)”) that have contracted for Your participation in our Service.

c. Your Consent to Share Information with Agency(s)

We collect water use information from the Agency(s) that have sponsored You. By using this Service, You hereby grant Your Agency(s) consent to give Us Your water use information and to share any Information We collect or reports that We generate with such Agency(s). Agency use of any such Information will be governed by their respective data policies and procedures. For sites located in Santa Clara County California, this consent expressly includes Your consent to share Your Information with the Santa Clara Valley Water District (excluding sites served by the California Water Service Company) and shall be governed by their policies.

d. Restrictions

Our license to You is contingent upon Your agreement not to do any of the following:

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Us to protect the Service;
  • Impersonate or misrepresent Your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

We have the right to investigate violations of these Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

2. Landscape Field Survey

As part of the Service, Waterfluence offers qualified sites a free landscape field survey where an irrigation expert visits the site to refine the site map, identify irrigation problems, and provide recommendations for improving the irrigation system. If You accept a landscape field survey, We will contact You to coordinate a time and date to visit Your site. You agree that Waterfluence and all applicable individuals may physically access Your site for the purpose of conducting the field survey. Following its completion, Waterfluence will provide You with a report summarizing findings and recommendations.

For sites agreeing to a field survey in Santa Clara County, California (excluding sites served by the California Water Service Company) You must also agree with the Santa Clara Agreement granting the Santa Clara Valley Water District access to site information.

3. Security

We care about the data security of our users. While We work to protect the security of Your Information, Waterfluence cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify Us immediately in the event You believe some has used or access Your account without authorization.

4. Termination

Waterfluence may terminate or suspend this license at any time, with or without cause or notice to You. Upon termination, You continue to be bound by Sections 5-10 of these Terms of Use.

5. Indemnity

You agree to indemnify and hold harmless Waterfluence, Agency(s) and their respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) Your access to or use of Our Service, or (b) Your breach of these Terms of Use.

6. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WATERFLUENCE, ON BEHALF OF ITSELF, AGENCIES AND WATERFLUENCE SUPPLIERS, SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WATERFLUENCE, AGENCIES AND WATERFLUENCE SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR PROFILE OR INFORMATION. IN NO EVENT SHALL WATERFLUENCE’S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

8. Disputes

For any dispute You have with Waterfluence, You agree to first contact Us at info@waterfluence.com and attempt to resolve the dispute with Us informally. If Waterfluence has not been able to resolve the dispute with You informally after a reasonable period of time, We each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless You and Waterfluence agree otherwise, the arbitration will be conducted in California. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WATERFLUENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

9. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in the United States Northern District Court for California, for any actions not subject to Section 8 (Disputes). Our Services are controlled and operated from the United States, and We make no representations that they are appropriate or available for use in other locations.

10. General Terms

Notification Procedures and changes to these Terms. Waterfluence reserves the right to determine the form and means of providing notifications to You, and You agree to receive legal notices electronically at the email address You provided Us during registration if We so choose. We may revise these Terms from time to time and the most current version will always be posted on our Website. If a revision, in our sole discretion, is material, We will notify You by email of the change. By continuing to access or use the Service after revisions become effective, You agree to be bound by the revised Terms of Use. If You do not agree to the new terms, please stop using the Service.

Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Waterfluence without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire Agreement/Severability. These Terms of Use, together with the Privacy Policy and any amendments and any additional agreements You may enter into with Waterfluence in connection with the Services, shall constitute the entire agreement between You and Waterfluence concerning the Services. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Waterfluence’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

These Terms of Use are effective as of: April 15, 2014.

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