Sourcewater, Inc.

TERMS OF SERVICE

Welcome to Sourcewater.com! Sourcewater’s on-line platform and other brokerage activities enable companies with the need to obtain or dispose of water, whether produced, non-potable or freshwater, to connect and to coordinate the implementation of transactions efficiently. 



Acceptance of Terms

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.  THE FOLLOWING TERMS OF SERVICE (“TERMS OF SERVICE”) ARE BETWEEN YOU AND THE COMPANY YOU REPRESENT (“YOU” OR “YOUR”) AND SOURCEWATER, INC. (“SOURCEWATER”) AND CONSTITUTE A LEGAL AGREEMENT THAT GOVERNS YOUR USE OF THE PLATFORM (AS DEFINED BELOW).  YOU MUST AGREE TO THESE TERMS OF SERVICE BEFORE USING THE PLATFORM.  BY USING THIS PLATFORM, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT ANY OF THESE TERMS OF SERVICE, THEN PLEASE DO NOT USE THIS PLATFORM.  YOU SHOULD PRINT OR OTHERWISE SAVE A COPY OF THESE TERMS OF SERVICE FOR YOUR RECORDS.  

Sourcewater may, at its sole discretion and without notice, revise these Terms of Service at any time by updating this posting. Sourcewater recommends that you review the Terms of Service on a regular basis.  You understand and agree that your continued use of the Platform after the Terms of Service has changed constitutes your acceptance of the Terms of Service as revised.  Any changes to these Terms of Service do not apply retroactively but instead will only apply prospectively from the date of the published change.


1. Definitions


Asset Listing” means a proposed offer for the purchase or sale of one or more Related Assets on which other Registered Users are invited to submit a Bid, which such offer shall contain sufficient detail to establish a clear offer regarding date(s), specifications of the Related Assets, volume(s) and price(s). 

Aggregate Information” means information that describes the habits, pricing data, usage patterns, commodity needs, demographics and/or any other information of Listers, Bidders and other Registered Users as a group, but does not reveal such party’s identity.

Asset Transfer Agreement” means the form of asset transfer agreement made available on the Platform by Sourcewater from time to time, such other asset transfer agreement that the Transacting Parties may agree for a specific Related Asset transaction on a case-by-case basis or a master agreement between the Transacting Parties that provides terms governing Related Assets transfer.

Bid” means the response of a Registered User to a Listing posted on or made available via the Platform where such Registered User (a) accepts an offer, or submits a counteroffer, for the purchase or sale of the Water Commodities or Related Assets set forth in a Resource Listing or Asset Listing at a specified price or (b) makes an offer, including price and available capacity, for the provision of the Related Services requested in a Service Listing.

Bidder” means a Registered User who reviews and responds to Listings for the purchase, sale and/or provision of Water Commodities, Related Assets and/or Related Services by such Bidder and not for resale by such Bidder.  

Bidder-Lister Agreement” or “BLA” means a Water Sales Agreement, Services Agreement and/or Asset Transfer Agreement.

Commissions” shall have the meaning set forth in Section 2(e).

Covered Transaction”  means, subject to the terms of any applicable Listing Agreement, (i) any transaction which implements all or any portion of one or more transactions contemplated in a Listing and/or brokered by Sourcewater (ii) any transaction for additional Water Commodities, Related Assets and/or Related Services which arise between a Bidder and Lister and derive from a Listing and/or Sourcewater’s brokering or (iii) any similar transaction for additional Water Commodities, Related Assets or Related Services which arise from the introduction of the Bidder and Lister via the Platform and occur within one (1) month of the later of (A) the introduction of such Bidder and Lister via the Platform or (B) the date of the most recent transaction between such Bidder and Lister that falls under clause (i) above.

Lister” means a Registered User who posts or intends to post a Listing on the Platform for transacting in the needs of such Lister for Water Commodities, Related Assets and/or Related Services and not for resale.

Listing” means a Resource Listing, Service Listing and/or Asset Listing.

Listing Agreement” means an agreement between Sourcewater and Lister that sets forth the terms on which particular Listings will be displayed on the Platform, which may be an agreement made available to Lister on the Platform.

Market” means an area within a 150-mile radius of particular longitudinal and latitudinal coordinates, except to the extent that a Listing Agreement defines “Market” differently, in which case the Listing Agreement’s definition controls as to the use of the term “Market” in respect of such Listing Agreement.

Platform” means the Website, Sourcewater’s brokering of Covered Transactions (which may include use of such Website) and information and tools provided by Sourcewater to enable transactions between Bidders and Listers, and other means that a Lister may have of modifying its subscriptions with Sourcewater, which may include Sourcewater’s website or means of contacting us by telephone or email.

Preferred Relationship” means a combination of a Bidder and a Lister that have entered into a master services agreement with one another that is registered with and approved by Sourcewater.

Registered User” means a user of the Platform, who has registered for the Website and received a login identifier and password granting access to the Website or for whom Sourcewater has brokered a Covered Transaction using an account specific to that transaction.  Whether you register for the Website or Sourcewater brokers a Covered Transaction for you, in order to become a Registered User, you must: (a) be of legal age to form a binding contract with Sourcewater; and (b) not be barred from using the Platform under the laws of the United States or other applicable jurisdiction, including the municipality, county, state, province or country in which you reside or from where you use the Platform or in which the relevant water resources are located or will be delivered.  

Related Assets” means assets related to Water Commodities, including without limitation trucks and tanks.

Related Services” means services related to Water Commodities, including without limitation transport, transfer, treatment, storage, disposal and snow plowing.

Resource Listing” means a proposed offer for the purchase or sale of Water Commodities on which other Registered Users are invited to submit a Bid, which such offer shall contain sufficient detail to establish a clear offer regarding date(s), specifications of the Water Commodities, volume(s) and price. 

Services Agreement” means the form of services supply agreement made available on the Platform by Sourcewater from time to time, such other services supply agreement that the Transacting Parties may agree for a specific Related Services transaction on a case-by-case basis or a master agreement between the Transacting Parties that provides terms governing Related Services supply.

Service Listing” means a request for Bids for the provision of one or more Related Services on which other Registered Users are invited to submit a Bid, which such requests shall contain sufficient detail to clearly establish the date(s) and the specifications of the Related Services.

Transacting Parties” means the Bidder and Lister, collectively, which agree to a transaction relating to Water Commodities, Related Assets and/or Related Services in connection with their use of the Platform, and “Transacting Party” means each such Bidder or Lister, individually.

Water Commodities” means produced, non-potable or fresh water.

Water Sales Agreement” means the form of Water Commodity supply agreement made available on the Platform by Sourcewater from time to time, such other Water Commodity supply agreement that the Transacting Parties may agree for a specific Water Commodities transaction on a case-by-case basis or a master agreement between the Transacting Parties that provides terms governing Water Commodity supply.

Website” means the sourcewater.com website and its subdomains.


2. Use of the Platform; Fees and Commissions


(a) General

Sourcewater provides the Platform to enable transactions between Bidders and Listers of Listings, which are facilitated using the Platform.  Some access to the Platform may be subject to fees and registration requirements.  

In no event shall Sourcewater, its officers, affiliates, employees and agents be liable for the quality of the water COMMODITIES, RELATED ASSETS OR RELATED SERVICES referenced in any TRANSACTION, or for determining OR ASSURING compliance OF ANY TRANSACTION with ANY regulations.  Although the Platform facilitates transactions between Bidders and Listers, Sourcewater is not a water commodity OR RELATED ASSET trader and Sourcewater takes no ownership of the water commodities OR RELATED ASSETS being advertised or purchased through the Platform.  Sourcewater is not a party to any Transaction between Bidder or its Client and a Lister or its client.    


(b) Listings and Bids

A Lister may (i) post a Listing for the purchase or sale of Water Commodities and/or Related Assets on our Website, or may collaborate with Sourcewater personnel to make such a Listing on its behalf, either of which shall constitute an offer, (ii) post a Services Listing seeking the provision of Related Services, or may collaborate with Sourcewater personnel to make such a Listing on its behalf and/or (ii) accept or propose a counteroffer to a Services Listing Bid, or may collaborate with Sourcewater personnel to make such an acceptance or propose such a counteroffer.  

The appearance or placement of Listings in search and browse results depends on a variety of factors as may be determined by Sourcewater from time to time, which may include Bidder’s location, search query and history; Lister’s location, Listing location, the terms of an applicable Listing Agreement, fees paid by Lister, price, history and relevance to the Bidder’s query; and the number of Listings matching the Bidder’s query.

A Bidder may (i) respond to a Resource Listing or Asset Listing with a Bid, which shall constitute acceptance of, or a counteroffer to, such offer and/or (ii) respond to a Services Listing with a Bid, which shall constitute an offer.  A Bidder’s response may be made using our Website or with through collaboration with Sourcewater personnel.

Bidder may place a Bid on its own behalf or on behalf of a third party with whom Bidder has a contractual relationship authorizing Bidder to act as an agent for such third party (“Client”), in either case which may be by Bidder itself or through collaboration with Sourcewater.  Bidder shall: (i) abide by all rules, policies, terms of use for the Platform as posted by Sourcewater from time to time; (ii) comply with all applicable laws regarding Bidder’s use of the Platform; (iii) not use an alias to place any Bids; (iv) not place any fraudulent or misleading Bids; and (v) not otherwise manipulate the pricing or bidding for any transaction.  Bidder agrees and acknowledges that each Resource Listing Bid or Asset Listing Bid that Bidder places which accepts an offer is a contractual commitment between the Bidder and Lister which the Bidder must honor, and each Bid which is a counteroffer becomes binding if accepted by the applicable Lister.

In the event that a Bidder determines that it has made an error with respect to a Bid, such Bidder shall immediately notify Sourcewater and the applicable Lister in writing of such error.  Bidder acknowledges and agrees that there is no guarantee that an attempted retraction of, or correction to, a Bid containing an error will prevent acceptance by the applicable Lister of such Bid.

In the event that a Bid in response to a Resource Listing or Asset Listing is a counteroffer, the applicable Lister may accept, reject or submit a counteroffer to such Bid (effectively by amending the applicable Listing) in its sole discretion.

Lister shall: (i) abide by all rules, policies, terms of use for the Platform as posted by Sourcewater from time to time; (ii) comply with all applicable laws regarding Lister’s use of the Platform; (iii) not use an alias to place any Listings or respond to any Services Listing Bids; (iv) not place any fraudulent or misleading Listings or responses to Services Listing Bids; and (v) not otherwise manipulate the pricing or bidding for any transaction.  Each Lister of a Services Listing agrees and acknowledges that each Services Listing Bid that it accepts is a contractual commitment between the Bidder and Lister which the Lister must honor, and each counteroffer to such a Bid becomes binding if accepted by the applicable Bidder.

In the event that a Lister of a Services Listing determines that it has made an error with respect to an acceptance of or counteroffer to a Bid to such Services Listing, such Lister shall immediately notify Sourcewater and the applicable Lister in writing of such error.  Lister acknowledges and agrees that there is no guarantee that an attempted retraction of, or correction to, an acceptance or counteroffer containing an error will prevent acceptance by the applicable Bidder of such acceptance or counteroffer.

In the event that a Lister submits a counteroffer to a Services Listing Bid, the applicable Bidder may accept, reject or submit a counteroffer to such counteroffer (effectively by amending the applicable Bid) in its sole discretion.


(c) Listing Types

From time to time, Sourcewater may offer different tiers of features relating to Listings on a paid basis as set forth on the Platform or otherwise provided to Lister.  Such features may include, but are not limited to, Lister branding opportunities, prioritization of Listings in search results for particular Markets,  Lister landing pages and other Market-targeting features.  Lister may subscribe to such features through a Listing Agreement under the terms of such Listing Agreement.

To the extent that such subscriptions carry monthly fees, such fees shall be paid by Lister as a lump sum for the term of such subscription set forth in the applicable Listing Agreement or otherwise agreed to through the Platform.  Subscription length shall be calculated from the first of the month following the signing of the applicable Listing Agreement, and Lister shall pay a pro-rated fee for the days between its entry into the Listing Agreement and the start of the next month.  For example, a Listing Agreement containing a six month subscription entered into on May 15 would subscribe the Lister until December 1, and the Lister would pay for all six months plus a pro-rated fee for the days between May 15 and June 1 upon entering into the Listing Agreement.

Sourcewater may allow Listers to upgrade the service tier on a given Listing.  Such upgrades may occur at any time and will be treated in the same manner as new subscriptions under these Terms and under the applicable Listing Agreement.

Sourcewater is under no obligation to grant refunds of any kind relating to fees or Commissions.


(d) BLA Agreements

Lister and Bidder each agree that, upon Lister’s or Bidder’s acceptance of an offer or counteroffer in accordance with Section 2(b), Lister and Bidder have entered into a binding contract for the transaction in Water Commodities, Related Assets and/or Related Services as offered and accepted through the Platform.  Upon such agreement, Lister and Bidder shall promptly enter into one or more applicable written BLA Agreements implementing the agreed terms, unless the Transacting Parties already have an existing agreement that constitutes such a BLA Agreement.  The Transacting Parties may utilize the form, if any, of Water Commodity Agreement, Asset Transfer Agreement and/or Services Agreement provided on the Website or provided by Sourcewater, or the Transacting Parties may agree to a different BLA Agreement for the applicable transaction.  


(e) Representations and Warranties

Bidder represents, warrants and covenants that it: (i) is in good standing under the laws of the jurisdiction of incorporation or organization and is duly qualified to transact business in each jurisdiction where qualification is required; (ii) has the full power and authority to enter into and perform its obligations under these Terms of Service to make a contract with respect to a Listing; (iii) all information made in a Bid shall be complete and accurately represent Bidder’s ability to be bound by its Bid or, if applicable, to bind Bidder’s Client to such Bid; (iv) Bidder submits a Bid for its own account and not for purposes of resale of Water Commodities, Related Assets or Related Services; and (v) no Bid or other information provided by Bidder to Sourcewater shall be fraudulent or contain any misrepresentation.

Lister represents, warrants and covenants that it: (i) is in good standing under the laws of the jurisdiction of incorporation or organization and is duly qualified to transact business in each jurisdiction where qualification is required; (ii) has the full power and authority to enter into and perform its obligations under these Terms of Service to make a contract with respect to a Listing; (iii) all information made in a Listing or counteroffer to a Services Listing Bid shall be complete and accurately represent Lister’s ability to be bound by such Listing or counteroffer, if applicable, to bind Lister’s Client to such Listing or counteroffer; (iv) Lister shall only submit a Listing for its own account and not for purposes of resale of Water Commodities, Related Assets or Related Services; and (v) no Listing, counteroffer or other information provided by Lister to Sourcewater shall be fraudulent or contain any misrepresentation.

Each of the Transacting Parties represents, warrants and covenants that any Listing, Bid or counteroffer to a Services Listing Bid, and any applicable BLA Agreement(s), shall provide for, and the Transacting Parties intend for, the actual delivery, either immediate or deferred, of Water Commodities, Related Assets and/or Related Services, and that such BLA Agreement(s) shall not be a contract for future delivery or a swap.


(f) Fees/Commissions

Sourcewater may charge fees to Registered Users, and each Registered User agrees to pay such fees, for use of the Platform, as listed on the Platform from time to time, in addition to any fees applicable to a Lister pursuant to a Listing Agreement. Sourcewater may change the fees from time to time by posting the changes on the Website in advance of the Registered Users’ continued use of the Platform; provided that Registered User may refuse to agree to such fees by ceasing to utilize the Platform and provided that Sourcewater may not change the fees applicable to a Listing Agreement during the term of an active subscription.

Except for Covered Transactions arising from a Preferred Relationship or as may otherwise be agreed to pursuant to a Listing Agreement, Sourcewater may charge a commission to Lister for all Covered Transactions (“Commissions”).  Without limiting the foregoing, Lister agrees that Commissions shall accrue upon agreement to an applicable Covered Transaction via the Platform, regardless of whether a BLA Agreement is subsequently executed by the parties and regardless of whether either of the parties breach the contract for any Covered Transaction, except as may be provided on the Website at the time of the applicable Covered Transaction.  The Commissions Sourcewater charges for all transactions are listed on the Website, as may be updated by Sourcewater from time to time.  Sourcewater may change the Commission from time to time by posting the changes to the Website in advance.   Each Registered User hereby agrees to pay all such Commissions accruing hereunder.


(g) Non-Circumvention; Limited Exclusivity

Bidder and Lister covenant to Sourcewater that Bidder and Lister shall not enter into any Covered Transaction without promptly reporting such transaction to Sourcewater.  Bidder and Lister agree that, in the event such parties reach agreement on a Covered Transaction outside of their use of the Platform, the applicable Commissions on such Covered Transaction shall accrue as if such transaction was agreed through the Platform. 

If you enter into a BLA Agreement in which you use the Platform to meet the other Transacting Party, Sourcewater’s Commissions will accrue on all Covered Transactions under such BLA Agreement.  You agree to provide a weekly report to Sourcewater specifying the dollar amount transacted on each such BLA Agreement.

Lister agrees not to list any Water Commodity, Related Assets and/or Related Service listed on the Platform on any third party that provides services similar to the Platform.  Lister agrees that the foregoing restriction is a reasonable restriction intended to prevent the same Water Commodity, Related Assets and/or Related Service from being purchased by multiple buyers.


(h) Right to Audit

You hereby agree and acknowledge that Sourcewater and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to all finalized Water Commodities, Related Assets or Related Services sales or purchases kept by or under the control of the Transacting Parties, including but not limited to those kept by the Transacting Parties, the Transacting Parties’ respective employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, files (including proposals of successful and unsuccessful Bids, etc.); purchase records supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; contract amendments and change order files; backcharge logs and supporting documentation; memoranda; and correspondence.  You shall provide Sourcewater and its designated independent third party auditor with access to your facilities, records and personnel as may be reasonably requested by Sourcewater for the purpose of confirming proper payment of Commissions to Sourcewater hereunder.  You agree to pay any payment shortfall identified in such an audit.  Further, in the event such audit identifies a payment shortfall in excess of five percent (5%) or more of the amounts due from you to Sourcewater in the audited period, then you shall pay Sourcewater’s costs of such audit.


(i) Confidentiality

The Transacting Parties and Sourcewater agree that information exchanged between the Transacting Parties, and not publicly available, shall be deemed proprietary of the originating Transacting Party and shall not be divulged to anyone, other than other Registered Users as needed for a Listing on the Platform, without written authorization from the originating Transacting Party, with the exception of Aggregate Information gathered by Sourcewater in the course of its operation and distributed to Registered Users and other parties in the form of market reports and other market intelligence.  

Without disclosing the specifics of the Water Commodities, Related Assets and/or Related Services transacted between the Transacting Parties, Sourcewater may disclose that any Registered User is a user of the Platform, including without limitation using logos, trade names or the like.

You agree that the content, design, layout, color scheme and/or other aspects of the appearance of the Website are the proprietary trade dress of Sourcewater and that you shall not, and shall not permit others to, copy or reverse engineer any of the foregoing.


(j) Indemnification

Bidder agrees to indemnify, defend and hold harmless Sourcewater and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorney’s fees and court costs) related to claims: (i) arising from any of the Water Commodities, Related Assets and/or Related Services supplied, purchased or transported by Bidder, (ii) that Bidder’s use of the Platform is restricted or barred by any government rule, regulation or statute; (iii) based on dispute between Bidder and any other  Registered User; and/or (iv) arising as a result of Bidder’s breach of these Terms of Service, gross negligence or willful misconduct.

Lister agrees to indemnify, defend and hold harmless Sourcewater and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorney’s fees and court costs) related to claims: (i) arising from any of the Water Commodities, Related Assets and/or Related Services supplied, purchased or transported by Lister, (ii) that Lister’s use of the Platform is restricted or barred by any government rule, regulation or statute; (iii) based on dispute between Lister and any other Registered User; and/or (iv) arising as a result of Lister’s breach of these Terms of Service, gross negligence or willful misconduct.

The party claiming a right to be indemnified under this clause agrees to promptly notify the indemnifying party in writing of any indemnifiable claim.  The indemnifying party shall control the defense and settlement of an indemnifiable claim.  The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys, upon request, in the investigation, trial, defense and settlement of such a claim and any appeal arising therefrom.


3. Platform Content


(a) Target Audience

The Platform, including without limitation the Website, is intended to serve a general audience and does not provide specific features or services targeted at children under age 18.  Sourcewater does not knowingly solicit personal information regarding children under age 18.  


(b) Accuracy of Content 

The information about Sourcewater on the Website is believed to be complete and reliable; however, the information may contain technical inaccuracies or typographical errors.  In addition, the information provided by the Platform was current as of the date on which the information was first posted or otherwise made available.  The information in any press releases provided by the Platform was current as of the date of the particular press release.  We update the information provided by the Platform as we deem appropriate.

If you have any questions about the existence of more current information, please send those questions to info@sourcewater.com.  We take your questions and requests for information seriously, and we will do our best to respond in a timely manner.  However, we cannot guarantee a prompt response in all cases.


(c) Changes to the Platform

The Platform, including without limitation the Website, and services offered on the Platform are likely to evolve over time.  Sourcewater reserves the right to modify, suspend or stop the Platform (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you.  Without limiting the foregoing, Sourcewater may provide notice of any such changes to the Platform by posting them on the Website.  

You agree that Sourcewater shall not be liable to you or any third party for any modification or cessation of the Platform.  You acknowledge that Sourcewater has no express or implied obligation to provide, or continue to provide, the Platform, or any part thereof, now or in the future; and in addition, Sourcewater may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.  

Sourcewater reserves the right to make changes to document names and content or other information without obligations to notify any person of such changes.


(d) Availability of Products and Services Mentioned

Service descriptions, specifications, and availability are subject to change.  Information that Sourcewater publishes on the Platform and this Platform may contain references or cross references to products or services that are not available.  Such references do not imply that Sourcewater intends to announce or make available such products or services to the general public, or in your country.


(e) Jurisdictional Issues

Sourcewater makes no representation that information on the Platform is appropriate or available for use in any specific jurisdiction.  Those who choose to access the Platform do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.


(f) Links to Third-Party Websites and Services

The Website may contain links to non-Sourcewater websites and to third party products and services.  These links are provided to you as a convenience, and Sourcewater is not responsible for the content of any linked website or any third party products or services.  Sourcewater may receive separate commissions from third parties in connection with links provided to their products and/or services.  Any non-Sourcewater website or products and/or services accessed from the Website are independent from Sourcewater, and Sourcewater has no control over the content of those websites, products or services.  In addition, a link to any non-Sourcewater website does not imply that Sourcewater endorses or accepts any responsibility for the content or use of such website.


(g) No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Sourcewater of that third party or of any product or service provided by a third party, unless expressly stated to the contrary on the Website.


4. Your Conduct


(a) Standards of User Conduct

You may not use the Platform to:

(1) transmit via or through the Platform any information, data, text, images, files, links, software, chat, communication or other materials (“Content”) that is, or which Sourcewater considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable Content;

(2) sell or promote any products or services that are unlawful in the location at which the Content is posted or received;

(3) sell or promote controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages;

(4) introduce viruses, worms, Trojan horses and/or harmful code on the Internet;

(5) display material that exploits children under 18 years of age;

(6) post any Content that misappropriates, infringes or otherwise violates any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;

(7) promote, solicit or participate in multi-level marketing or pyramid schemes;

(8) harass, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;

(9) impersonate any other person, including, but not limited to, a customer, supplier, Sourcewater personnel, expert or bulletin board leader, guide or host;

(10) post or disclose any personally identifying information or private information about any child or third party without his or her consent (or his or her parent’s consent for a child under 18 years of age);

(11) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;

(12) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Platform or in connection with your use of the Platform, in any manner; or

(13) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.

In addition, you shall not (a) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or access to any Content or any portion or all of the Platform; or (b) use any automated system (such as, without limitation a spider, robot or offline reader) that accesses any portion of the Platform in a manner that is not consistent with the robots.txt file posted by Sourcewater from time to time.

The above are some, though not all, of the activities that may result in removal of Content which you post to the Platform and/or the termination of your access to the Platform.

(b) Content Submitted by Users

If you contribute Content to the Platform, you hereby (i) warrant that such Content is true and correct, (ii) grant to Sourcewater and any users of the Platform a non-exclusive, royalty-free, perpetual, irrevocable, transferrable, sublicensable worldwide license to use, copy, distribute and create derivative works of such Content solely for the purposes for which the Content was submitted or made available to the Platform.

(c) Security of Login Credentials

When you register on the Website, you may be required to establish a login identifier and a password.  You are responsible for protecting your login identifier and password from unauthorized use, and you are responsible for all activity that occurs on your account.  If Sourcewater brokers a transaction for you, you may provide us with a password that we can use to confirm your identity for any Covered Transactions that are not handled using our Website. You agree to notify Sourcewater immediately if you believe that your login identifier or password has been or may be used without your permission so that appropriate action can be taken.  Sourcewater is not responsible for losses or damage caused by your failure to safeguard your login identifier and password.  


(d) Downloaded Files

It is the user’s responsibility to ascertain whether any information downloaded from the Website is free of viruses, worms, Trojan horses, or other items of a potentially destructive nature.


(e) Termination

Sourcewater may terminate any user’s access to the Platform in our sole discretion, for any reason and at any time, with or without prior notice.  Upon termination, you may lose all or partial access to the Platform. It is the policy of Sourcewater to terminate users who violate these Terms of Service as deemed appropriate in our sole discretion.  You agree that Sourcewater is not liable to you or any third party for any termination of your access to the Platform.


5. Intellectual Property Rights


(a) User Rights

Platform users have a personal, non-transferable, non-exclusive right to access and use the Platform and all Content of this Platform subject to these Terms of Service.  The term “Content” means all information, text, images, data, links, software, or other material accessible through the Platform, whether created by Sourcewater or provided by another person for display on the Platform.

You may view, copy, download, and print Content that is available on the Platform subject to the following conditions:

(1) The Content may be used solely for internal informational purposes.  No part of the Platform or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.

(2) You shall not modify the Content or permit others to modify it.

(3) You shall not remove copyright, trademark, and other proprietary notices.


Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or any Content displayed on or made available via the Platform, through the use of framing or otherwise, except: (i) as expressly permitted by these Terms of Service; or (ii) with the prior written permission of Sourcewater or the such third party that may own the trademark or copyright of material displayed on or made available via the Platform.


(b) Sourcewater Data Rights

You grant to Sourcewater the right to use (i) data regarding use and/or performance of the Platform for services arising from the Platform and (ii) Aggregate Information, for any purpose.


(c) Copyright and Trademark Information

The Website, and the information which it contains and which we make available via the Platform, is the property of Sourcewater and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.  By way of example only, and not as a limitation, “Sourcewater” and the Sourcewater logo are registered trademarks of Sourcewater, Inc. under the applicable laws of the United States and/or other countries.  Other Sourcewater product or service names or logos appearing in the Platform are either trademarks or registered trademarks  of Sourcewater, Inc. and/or its affiliates.  The absence of a product or service name or logo from this list does not constitute a waiver of Sourcewater’s trademark or other intellectual property rights concerning that name or logo.

All other product names are trademarks or registered trademarks of their respective owners.


(d) Copyright Infringement; Notice and Take Down Procedures

If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by contacting Sourcewater’s copyright agent (identified below) and providing the following information:

(1) Identification of the copyrighted work that you believe to be infringed.  Please describe the work, and where possible include a copy of the location (e.g., URL) of an authorized version of the work.

(2) Identification of the material that you believe to be infringing and its location.  Please describe the material, and provide Sourcewater with its URL or any other pertinent information that will allow Sourcewater to locate the material.

(3) Your name, address, telephone number and (if available) e-mail address.

(4) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

(5) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(6) A signature or the electronic equivalent from the copyright holder or authorized representative.


Sourcewater’s agent for copyright issues relating to the Website is as follows:

Joshua Adler 
16 Robin Road 
Rye, NH 03870 
202-368-9669 
josh@sourcewater.com


In an effort to protect the rights of copyright owners, Sourcewater maintains a policy for the termination, in appropriate circumstances, of Registered Users of the Platform who are repeat infringers.


6. Warranties, Disclaimers and Indemnity


(a) Disclaimer of Warranty

THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WEBSITE, AND ALL CONTENT PROVIDED ON OR MADE AVAILABLE VIA THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  SPECIFICALLY, BUT WITHOUT LIMITATION, SOURCEWATER DOES NOT WARRANT THAT: (i) THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WEBSITE, AND THE INFORMATION ON THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WEBSITE, WHETHER CONTRIBUTED OR PROVIDED BY SOURCEWATER OR A THIRD PARTY, IS CORRECT, ACCURATE, RELIABLE, COMPLETE OR FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE UPLOADING AND DOWNLOADING OF CONTENT) PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE PLATFORM, THE WEBSITE, OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNDER NO CIRCUMSTANCES WILL SOURCEWATER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WEBSITE, AND INFORMATION IN ANY CONTENT ON THE PLATFORM.  IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE ON THE PLATFORM.  YOUR ARE RESPONSIBLE FOR SEEKING THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

YOU AGREE AND ACKNOWLEDGE THAT SOURCEWATER SHALL NOT BE RESPONSIBLE FOR ANY CLAIMS, ISSUES OR DAMAGES ARISING FROM WATER COMMODITIES, RELATED ASSETS OR RELATED SERVICES, ANY TRANSACTIONS RELATED TO WATER COMMODITIES, RELATED ASSETS OR RELATED SERVICES OR ANY ACTS OR OMISSIONS OF ANY OTHER REGISTERED USER OR OTHER THIRD PARTY.


(b) Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL SOURCEWATER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WEBSITE, OR THE INFORMATION CONTAINED ON THE PLATFORM, EVEN IF SOURCEWATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SOURCEWATER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED US$100.

(c) Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  In the event that your jurisdiction limits the above the exclusion of warranties or the limitation or exclusion of liability set forth above, such exclusions of warranties or limitation or exclusion of liability shall apply to the maximum extent permitted by applicable law.


7. Miscellaneous


(a) Open Positions on Careers Pages

We may list open employment positions on the Website.  These postings are for informational purposes only and are subject to change without notice.  You should not construe any information on the Website or made available through the Platform as a promotion or solicitation for employment not authorized by the laws and regulations of your locale.


(b) No Export of Information

The laws of the United States of America prohibit the export of certain software and data to particular persons, territories, and foreign states.  Nothing from the Platform, including without limitation the Website, may be exported, in any way, in violation of United States law.


(c) Enforcement of Terms of Service

These Terms of Service are governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any principles of conflicts of laws that would apply the law of any other jurisdiction.

The failure of Sourcewater to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

You agree that any claim or cause of action arising out of or related to these Terms of Service or the use of the Platform, including without limitation the Website, must be filed within one (1) year after the cause of action arose or be forever barred.


(d) Severability

If any parts of these Terms of Service is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.  


(e) Entire Agreement

These Terms of Service constitute the entire Agreement between you and Sourcewater relating to the subject matter hereof and govern your use of the Platform.  These Terms of Service shall not be modified except in writing signed by both parties or by a posting by Sourcewater of new Terms of Service, as described above.


(f) For Additional Information

If you have any questions about the rights and restrictions above, please contact Sourcewater by email at info@sourcewater.com.


Copyright © 2016, Sourcewater, Inc.  All Rights Reserved.