TERMS AND CONDITIONS
1. SERVICES AND SUPPORT
- 1.1 Subject to the terms of this Agreement, Sourcewater, Inc. DBA Sourcenergy hereby grants to Customer, during the Term, a limited, non-exclusive, non-transferable, non-sub-licensable right and license for Users to access and use the Services, solely for Customer’s internal business purposes and not for the benefit of any other person or entity (“Person”). No rights or licenses are granted except as expressly set forth herein.
- 1.2 Subject to the terms of this Agreement, Sourcewater will use commercially reasonable efforts to provide Customer the Services.
- 1.3 Subject to the terms of this Agreement, in connection with Customer’s use of the Services, Sourcewater will provide Customer with support services as set forth on the Order Form (“Support”).
- 1.4 Sourcewater may use subcontractors from time to time in its performance of the Services and the Support.
2. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES
- 2.1 Sourcewater hereby grants to Customer a personal, non-transferable, non-exclusive right for Users to access and use the Services subject to these Terms and Conditions. The term “Content” means all information, text, images, data, links, software, or other material accessible through the Services, whether created by Sourcewater or provided by another person for display through the Services. Users may view, copy, download, and print Content that is available through the Services subject to the following conditions: (a) the Content may be used solely for Customer’s internal informational purposes; (b) no part of the Services or the Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; and (c) Users shall not remove from the Content copyright, trademark, and other proprietary notices. Nothing provided as part of the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Services or any Content displayed on or made available via the Services, through the use of framing or otherwise, except: (a) as expressly permitted by this Agreement; or (b) with the prior written permission of Sourcewater or such third party that may own the trademark or copyright of material displayed on or made available via the Services.
- 2.3 Users may be required to establish a login identifier and a password to access the Services or portions thereof. Customer is, and shall cause each User to be, responsible for protecting his or her login identifier and password from unauthorized use, and Customer is, and shall cause each User to be, responsible for all activity that occurs on a User’s account. Customer shall, and shall cause each User to, notify Sourcewater immediately if such User believes that his or her login identifier or password has been or may be used without permission so that appropriate action can be taken. Sourcewater is not responsible for losses or damage caused by Customer’s or any User’s failure to safeguard any login identifier or password.
- 2.4 Users may be restricted by IP address. Multiple Users shall not access the Services from identical IP addresses without Sourcewater’s permission.
- 2.5 The Services are not intended for use in hazardous environments requiring fail-safe performance, including any application in which failure could lead to death, personal injury, severe physical or property damage, or any nuclear, chemical or biological weapons or missile technology (“High Risk Activities”). Customer shall not, and shall cause all of its Users to not, use Services for High Risk Activities. Sourcewater shall have no liability for damages or loss arising from the use of the Services by Customer or any User in any High Risk Activity.
- 2.6 Upon request from Sourcewater, Customer shall certify in writing that Customer’s and each User’s use of the Services is in accordance with this Agreement, including that only authorized Users are using the Services. Customer will maintain complete and accurate books, records, and electronic backups in connection with its and its Users’ use of the Services in sufficient detail to permit Sourcewater to verify Customer’s compliance with this Agreement. Sourcewater shall have the right to perform an inspection and audit of Customer’s premises, equipment and records during standard business hours and upon five (5) days prior written notice to verify Customer’s and the Users’ compliance with this Agreement. Customer will make available to Sourcewater or its representatives all Customer systems on which any Software or Data resides and any records pertaining to the Software or Data.
3 CONFIDENTIALITY; IP RIGHTS
- 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Confidential Information”). Confidential Information of Sourcewater includes information regarding features, functionality and performance of Services. Confidential Information of Customer includes Data provided by Customer to Sourcewater to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (a) to take precautions to protect Confidential Information of the Disclosing Party consistent with the precautions it takes for its own Confidential Information of a similar nature, but at least commercially reasonable precautions, and (b) not to use (except in performance of the Services, the Support or as otherwise permitted herein) or divulge to any third person any Confidential Information of the Disclosing Party. Notwithstanding the foregoing, with respect to all listings for purchases or sales that Customer provides to Sourcewater, Customer grants to Sourcewater the right to publicize and provide such listings to all users of the Sourcewater Platform and the Services or to otherwise solicit responses to those listings.
- 3.2 The obligations set forth in Section 3.1 shall continue until five (5) years following the disclosure of the applicable Confidential Information, and shall not apply to information that: (a) is or becomes generally available to the public; (b) was in the Receiving Party’s possession or known by the Receiving Party prior to receipt from the Disclosing Party; or (c) was independently developed without use of any Confidential Information of the Disclosing Party. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party as required by applicable law or court order, or to protect its rights, including as evidence in litigation. Sourcewater may disclose Customer Data to its subcontractors, solely for the purposes of providing the Services and the Support, so long as such subcontractors are subject to confidentiality terms consistent with or more stringent than this Section 3.
- 3.3 Sourcewater (or its licensors) shall own all right, title, and interest in and to all Data except Customer Data. Customer shall own all right, title and interest in and to the Customer Data, except that Customer grants Sourcewater a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferable, sub-licensable license to use Customer Data to provide Services and the Support. Sourcewater shall own all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications to Services or Software; (b) any software, applications, inventions or other technology developed in connection with the Services or the Support; and (c) any intellectual property rights related to any of the foregoing.
- 3.4 Customer hereby grants to Sourcewater the right to collect and analyze Customer Data, and Sourcewater may (a) use such Customer Data to improve Services or the Support, including through the use of automatic or machine learning, and for other development, diagnostic and corrective purposes in connection with the Services or the Support, to develop algorithms for use in Sourcewater offerings or to develop other Sourcewater products or services; (b) disclose such Customer Data solely in aggregate or de-identified form; and (c) and use such improvements or make such disclosures without limitation hereunder.
- 3.5 Customer acknowledges that the Services and all intellectual property rights therein are the sole and exclusive property of Sourcewater or its licensors. All inventions, works of authorship or other developments conceived, written or otherwise generated by or for Sourcewater, whether solely or jointly, related to the Services or the Support (“Sourcewater Developments”) are the sole property of Sourcewater.
- 3.6 Customer acknowledges and agrees that the access and use of any Software (or certain features thereof) may involve access and/or use of software licensed from a third party (“Third Party Software”). Customer shall, and shall cause its Users to, comply with the terms and conditions applicable to any such Third Party Software in addition to this Agreement. Customer acknowledges that Sourcewater’s licensors are not liable to Customer for the use of the applicable Third Party Software or otherwise for any claims arising in connection with the Services or the Support.
- 3.7 Customer hereby grants to Sourcewater a non-exclusive, perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty-free, worldwide license to Customer’s and the Users’ suggestions, comments or other feedback regarding Services, Support, Software and Documentation, to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, and otherwise exploit any such suggestion, comment or other feedback; and the right to use (a) data regarding Customer’s and the Users’ use and/or performance of the Services, including Customer Data, and (b) Aggregate Information (as defined below), for any purpose. The term “Aggregate Information” means information that describes the habits, pricing data, usage patterns, commodity needs, demographics and/or any other information of Customer or Users, but does not reveal such Customer’s or User’s identity.
- 3.8 Customer shall not have the right to resell or distribute to third parties any of the results or reports generated through the Services, except as may be expressly authorized in the Order Form or in writing by Sourcewater.
4. PAYMENT OF FEES
- 4.1 Customer shall pay Sourcewater the fees set forth in the Order Form (the “Fees”). Sourcewater may change the Fees for any Renewal Term by providing Customer notice (which may be sent by email) at least forty-five (45) days prior to end of the then-current Term. Customer shall pay all applicable taxes (unless an exemption certificate is furnished by Customer), including sales, use and value-added taxes, other than taxes on Sourcewater’s income.
- 4.2 If Customer’s use of the Services exceeds normal and expected use for the number of Users (the “Services Capacity”), Sourcewater may invoice Customer for additional fees at any time following the month in which Customer exceeded such Services Capacity. If Sourcewater incurs additional fees as a result of Customer’s usage of Third Party Software through the Platform, Sourcewater may invoice Customer for additional fees charged by the third party plus an additional administrative charge of up to 20%.
- 4.3 Unless otherwise set forth in the Order Form, Fees for Services under such Order Form will be due and payable prior to the commencement of the Services. Except as otherwise expressly set forth in the Order Form, Customer may pay all Fees under this Agreement either via an electronic ACH transfer or via credit card. For credit card payments, a fee of three percent (3%) shall be added to the total amount paid by Customer via credit card. Sourcewater shall invoice Customer (via email or mail) for Fees on an annual basis and Customer shall pay Sourcewater the amount due under any invoice in full upon receipt of the invoice. Sourcewater may also invoice Customer (a) prior to the start of each Renewal Term for Services to be provided during such Renewal Term; (b) monthly for any increase in Fees based on an increase in the number of Users in accordance with the Order Form; or (c) in accordance with Section 4.2. Interest shall accrue on unpaid amounts at a rate of the lesser of one percent (1%) per month and the maximum rate permitted by applicable law, until such amounts are paid in full. Customer shall be responsible for all expenses and fees associated with collection of any invoice or amount due hereunder, including reasonable attorney’s fees.
- 4.4 To the extent that Customer pays any advance for Service Fees for a specific period (“Advance”) under the Order Form or as may be agreed by the parties, then regardless of the Services subscribed to pursuant to such Order Form or as agreed by the parties, the full amount of such Advance shall be deemed to have been earned by Sourcewater at the end of such period, without any obligation to refund any such Advance in any event.
- 4.5 Except as may be provided in any separate commission agreement executed by Sourcewater and Customer, Customer agrees to promptly report any purchase or sale identified or transacted through the Platform to Sourcewater including price, quantity, dates, and counter-parties in order for Sourcewater to verify any commission payable to Sourcewater on the Customer’s purchase or sale price for water or services identified on or purchased through the Platform.
5. TERM AND TERMINATION
- 5.1 The term of this Agreement is for the Initial Term set forth in the Order Form, and automatically renews for successive Renewal Terms, unless either party notifies the other party of an intent not to renew at least thirty (30) days prior to the end of the then-current Term.
- 5.2 Either party may terminate this Agreement if the other party materially breaches this Agreement upon at least thirty (30) days’ notice by providing written notice to the other party, unless the other party cures such material breach within the thirty (30) day period following receipt of such notice. Upon termination for an uncured material breach by Customer, Sourcewater shall not be obligated to refund any prepaid Fees. Sourcewater may terminate this Agreement upon at least ten (10) days’ notice in the case of nonpayment or failure of payment by providing written notice to Customer, unless Customer pays the full amount due to Sourcewater within five (5) business days of such notice of delinquency.
- 5.3 Sourcewater may terminate this Agreement for any reason and at any time upon ten (10) days’ written notice. In the case of termination pursuant to this Section 5.3, Sourcewater shall refund to Customer a pro-rata portion of prepaid Fees for the remaining period of the then Term for the Services hereunder.
- 5.4 Upon the expiration or termination of this Agreement, Customer shall, and shall cause its Users to, (a) cease all use of the Content, (b) permanently delete and/or destroy all Content in its and the Users’ possession or control, whether in electronic, physical or other form, and (c) upon Sourcewater’s request, provide Sourcewater with written certification that all such Content has been deleted or destroyed. Accrued obligations, and the following Sections of this Agreement shall survive any termination or expiration thereof: Section 2.2, 3, 4, 5.2, 5.3, 5.4, 6, 7, 8, 9 AND 10. In addition, Sourcewater shall maintain, and make available to Customer, Customer Data that is stored on the Services for a period of up to thirty (30) days after termination.
- 6.1 The information provided through the Services is believed to be complete and reliable; however, Sourcewater does not represent or warrant that such information is correct, accurate, timely, complete, suitable, or reliable. Certain data provided through the Services is compiled from sources beyond Sourcewater’s control and errors, gaps, and inaccuracies may exist.
- 6.2 Customer warrants and covenants to Sourcewater that Sourcewater has the right to provide the Customer Data to Sourcewater for the purposes of this Agreement.
- 6.3 THE SERVICES, ANY RESULTS THEREFROM AND ANY DATA OR DOCUMENTATION ARE PROVIDED “AS IS” AND SOURCEWATER DISCLAIMS ALL WARRANTIES, EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. Sourcewater does not warrant that the Services OR SUPPORT will be uninterrupted, error free OR WILL INTEGRATE WITH SYSTEMS OF customer or ANY THIRD PARTY.
- 6.4 IN NO EVENT SHALL SOURCEWATER OR ITS LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS BE LIABLE FOR THE QUALITY OF THE WATER COMMODITIES, RELATED ASSETS OR RELATED SERVICES ACCESSED THROUGH THE SERVICES. SOURCEWATER IS NOT A WATER COMMODITY OR RELATED ASSET TRADER AND SOURCEWATER TAKES NO OWNERSHIP OF OR RESPONSIBILITY FOR THE WATER COMMODITIES OR RELATED ASSETS ACCESSED THROUGH THE SERVICES.
- 6.5 UNDER NO CIRCUMSTANCES WILL SOURCEWATER OR ITS LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY RELIANCE ON THE SERVICES, AND INFORMATION IN ANY CONTENT AVAILABLE THROUGH THE SERVICES. IT IS CUSTOMER’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES. CUSTOMER IS RESPONSIBLE FOR SEEKING THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE ON OR FROM THE SERVICES.
- 6.6 CUSTOMER AGREES AND ACKNOWLEDGES THAT SOURCEWATER AND ITS LICENSORS AND THEIR RESPECITVE DIRECTORS, OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS 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 USER OR OTHER THIRD PARTY.
7. INDEMNIFICATION; LIMITATION OF LIABILITY
- 7.1 Subject to Sections 7.2 and 7.3, Sourcewater shall (a) defend Customer from and against any third party claim, action, suit or other proceeding (a “Claim”) brought against Customer to the extent alleging that Customer’s use of the Services in accordance with the terms of this Agreement infringes upon any United States patent issued as of the Effective Date or any United States copyright; and (b) indemnify, defend and hold harmless Customer against any damages awarded to any third party bringing such Claim or any settlement amount approved by Sourcewater in writing and paid to the third party bringing such Claim to settle such Claim. Sourcewater’s obligations under this Section 7.1 are conditioned upon (w) Sourcewater being promptly notified of such Claim; (x) Customer tendering control of the defense and settlement of such Claim to Sourcewater; (y) Customer reasonably cooperating with Sourcewater in the defense of such Claim; and (z) Customer not settling such Claim. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and participate in the defense of such Claim, subject to Sourcewater’s right to control the defense and settlement such Claim.
- 7.2 In the event of any such third party Claim or a threat thereof, Sourcewater may (a) procure for Customer the right to continue using the allegedly infringing Services; (b) replace or modify the allegedly infringing Services with services that provide materially similar functionality; or (c) if neither (a) or (b) is commercially reasonable in Sourcewater’s sole opinion, Sourcewater may terminate this Agreement on at least five (5) days’ written notice to Customer and refund to Customer the pro-rata portion of any prepaid Fees for the period remaining of the then Term following the effective date of such termination.
- 7.3 Sourcewater shall have no obligation pursuant to Section 7.1 to the extent any infringement or claim arose from (a) any unilateral modifications to the Services made by Customer or any User; (b) any use of Services not permitted hereunder; (c) any use of Services in combination with any other service, software, hardware or data; (d) the use of Third Party Software (including the use of Third Party Software in connection with Customer or User’s use of the Services); or (e) Sourcewater’s compliance with any request of Customer or any User to modify any Services or provide any additional Services, or to comply with any design, specification or other instruction of Customer or any User.
- 7.4 Customer shall (a) defend Sourcewater from and against any third party Claim brought against Sourcewater arising from Customer’s or any User’s use of the Services, except to the extent such Claim is within the scope of Sourcewater’s obligations in Section 7.1; and (b) indemnify, defend and hold harmless Sourcewater and its directors, officers, employees and agents against any damages awarded to the third party bringing such Claim or any settlement amount approved by Customer in writing and paid to the third party bringing such Claim to settle such Claim. [Customer’s obligations under this Section 7.4 are conditioned upon (w) Customer being promptly notified of such Claim; (x) Sourcewater tendering control of the defense and settlement of such Claim to Customer; (y) Sourcewater reasonably cooperating with Customer in the defense of such Claim; and (z) Sourcewater not settling such Claim. Sourcewater may, at its own expense, engage separate counsel to advise Sourcewater regarding a Claim and participate in the defense of such Claim, subject to Customer’s right to control such Claim.]
- 7.5 SECTIONS 7.1, 7.2 AND 7.3 SET FORTH THE ENTIRE LIABILITY OF SOURCEWATER WITH RESPECT TO ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY ANY PARTY AS A RESULT OF CUSTOMER’S AND THE USERS’ USE OF THE SERVICES AND EACH PARTY HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF THE OTHER PARTY WITH RESPECT THERETO.
- 7.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOURCEWATER AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT DAMAGES; (C) FOR ANY MATTER BEYOND SOURCEWATER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CUSTOMER TO SOURCEWATER FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS THAT GAVE RISE TO THE MOST RECENT CLAIM, IN EACH CASE, WHETHER OR NOT SOURCEWATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FORCE MAJEURE
- Sourcewater shall not be liable for any loss or liability related to acts of God, equipment failures, DoS/DDoS or similar attacks, connection problems, weather, strikes, walkouts, fire, riots, armed conflicts, acts of war, or any causes outside the reasonable control of Sourcewater. Sourcewater shall have no responsibility to provide the Services or Support during such delays or interruption regardless of the cause.
9. NON-SOLICITATION, NON-INTERFERENCE AND NON-DISPARAGEMENT
- Customer agrees that during the Term and for one (1) year following the termination or expiration of this Agreement it shall not (i) induce or attempt to induce any employee, consultant or service provider of Sourcewater (A) to terminate his or her employment or service with Sourcewater, or (B) to enter into the employ or service of a competitor of Sourcewater; provided, however, that the placing of an advertisement in a newspaper or online job board or website shall not be considered a breach of this Section 9; (ii) induce or attempt to induce any customer of Sourcewater to terminate its business relationship or any agreement or contractual arrangement with Sourcewater; (iii) take any action that is intended, or would reasonably be expected, to harm or disparage Sourcewater or its business(es), to impair Sourcewater’s reputation, or to lead to unwanted or unfavorable publicity to Sourcewater, including but not limited to public statements expressing negative opinions regarding the business(es) of Sourcewater; or (iv) disparage Sourcewater or any respective directors, members, managers, officers, employees or agents of Sourcewater. Customer recognizes that irreparable harm and damage will result to Sourcewater in the event of a breach by Customer of this covenant. Customer agrees that, in the event of such a breach and in addition to any other legal or equitable remedies to which Sourcewater may be entitled or which may be available, Sourcewater will be entitled to specific performance of the covenant in this Section, to an injunction to restrain the violation of this covenant by Customer and all other Persons acting for or with Customer, or to both specific performance and an injunction.
- 10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- 10.2 This Agreement is not assignable, transferable or sub-licensable by Customer (including by operation of law) except with Sourcewater’s prior written consent.
- 10.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any modification or other amendment of this Agreement must be in writing and signed by both parties, and any waiver of this Agreement must be in writing and signed by the party granting such waiver, except as otherwise provided herein.
- 10.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Sourcewater in any respect whatsoever.
- 10.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and s’ fees.
- 10.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The address for notices under this Agreement shall be as set forth on the Order Form or at such other address as either party shall hereafter inform the other party by written notice.
- 10.7 This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Each Party consents to the exclusive jurisdiction of federal or state courts located in Houston, Texas to resolve any dispute hereunder, except that Sourcewater may seek injunctive or equitable relief in any court. Customer submits to the personal jurisdiction of, and shall not object to venue in, such courts. If Customer does not reside or have a registered agent in the State of Texas, Customer hereby appoints the Secretary of State of Texas to act as its agent for service of process in the event of any litigation or claim arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions act are each specifically excluded from this Agreement. Breach of Sourcewater’s intellectual property rights, including confidential or proprietary information and license restrictions, may cause Sourcewater irreparable damage for which recovery of money damages would be inadequate, and Sourcewater shall therefore be entitled to obtain injunctive relief to protect such rights. Customer hereby waives the requirement of a bond in the event Sourcewater seeks injunctive relief. IN ANY JUDICIAL PROCEEDINGS, THE PARTIES KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WTH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
- 10.8 Customer agrees to reasonably cooperate with Sourcewater to serve as a reference account upon request. During the Term, Sourcewater may include Customer’s name and logo as a customer of Sourcewater, including on Sourcewater’s website.
- 10.9 The word “including”, “includes” and “include” shall be deemed to be followed by “without limitation”. Headings of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
- 10.10 This Agreement is not intended to, and does not, create a right or cause of action in any person or entity other than the parties.