Zero Mass Terms & Conditions
SALES AGREEMENT TERMS AND CONDITIONS
- This SOURCE Sales Agreement (this “Agreement”) is the agreement between you, as the customer, and Zero Mass Water, Inc. (together with its successors and assigns, “ZMW” or “we”), covering the sale to you of the SOURCE drinking water solar panels (the “System”). The effective date of the Agreement (the “Effective Date”) is your signature date on page 1, the cover page of this Agreement. ZMW agrees to sell to you, and you agree to buy from ZMW, the System. The System will be installed at the address you listed on the cover page (the “Property” or your “Home”). This Agreement is 8 pages long including its exhibit. ZMW provides you with a Limited Warranty (the “Limited Warranty”). The Limited Warranty is attached as Exhibit A. Among other terms and conditions, the Limited Warranty is conditional up the System being installed at the Property by an Authorized Installer. A list of authorized installers is maintained and updated by ZMW, and will be emailed to you (“Authorized Installers”). If you have any questions regarding this Agreement, please contact ZMW at 1(855)-7ZM-WATER or firstname.lastname@example.org.
- Price & Payment. You agree to purchase the System from ZMW at the price and on the date as set forth on the Cover Page to this Agreement. All prices are exclusive of, and you are solely responsible for and shall pay, all sales, use, excise, or similar taxes, customers, tariffs, and duties applicable to the sale, storage, shipment, or use of the System. The purchase price does not include the costs of installation, maintenance, or repair of the System. You will be responsible for contacting an Authorized Installer to arrange for delivery and installation of the System. You shall provide payment to ZMW according to the payment terms provided at the time of purchase through ZMW’s website payment page. All payments to ZMW must be made in U.S. Dollars via wire transfer or automated clearinghouse (“ACH”), valid credit card, or other funds transfer method as specified in the payment terms.
- Right to Refund. At any time on or prior to the earlier of (i) the installation of the System or (ii) 5:00 P.M. local time on the 5th calendar day following the initial Home Visit (as defined below) (“Cancellation Period”), You have the right to cancel this Agreement for any reason and receive a full refund. In order to exercise your right to cancel, You must notify ZMW in writing via email at email@example.com before the expiration of the Cancellation Period. If You exercise your right to cancel during the Cancellation Period, You may still be responsible for certain fees owed to Your Authorized Installer, such as for the deposit that You made to Your Authorized Installer and non-refundable deposit made to Zero Mass Water. “Home Visit” means the initial visit that your Authorized Installer completes at your Property pursuant to a separate agreement between You and such Authorized Installer for a standard installation of the System, including a thorough walk of your Property and inspection of the roof of Your Home, if applicable.
- Shipment. The shipping, transportation, and storage of the System shall be made by your Authorized Installer from the designated shipment point to your Property. Any shipping, transportation, storage, or installation costs from the designated shipping point to you will be provided in a separate quote to you by your Authorized Installer. Title and risk of damage to or loss of the System shall pass to you upon delivery by ZMW at the designated shipment point to your Authorized Installer. Any shipment dates provided by ZMW are acknowledged to be estimates only, and ZMW shall not be liable for shipping delays.
- Intellectual Property. You acknowledge and agree that the System is subject to patents and/or patents pending and the System, the System design and any literature pertaining thereto (including, without limitation, sales literature and manuals), and any and all intellectual property rights therein, any modifications or additions thereto and all related materials are proprietary to ZMW and/or its licensors. You further acknowledge and agree that as between you and ZMW, ZMW owns all right, title and interest in and to any and all intellectual property rights in and to the System, including any derivative works, modifications, enhancement, or additions thereto, whether made by ZMW or any other person (collectively, the “System IP”). You acknowledge and agree that no rights in any System IP are assigned by ZMW pursuant to this Agreement. Nothing in this Agreement shall be deemed to grant you any right or license to (a) reverse engineer, decompile, disassemble or otherwise copy the System or the System IP or any part thereof, or (b) use the System for purposes of: (i) benchmarking or competitive analysis of the System; (ii) developing, using or providing a competing product or service; or (iii) any other purpose that is to ZMW’s detriment or commercial disadvantage. In the event any inventions or improvements are made or contributed to the System by you, you agree that all such inventions, improvements, and all intellectual property rights underlying such inventions and improvements, shall be and are hereby irrevocably assigned to ZMW. You agree to execute and deliver to ZMW all further documents and instruments, and to take any and all further acts as requested by Seller to give full force and effect to this provision, to perfect the foregoing assignment and to further evidence the intentions of the parties with respect thereto.
- Use of Names and Marks. You represent, warrant, and covenant that you shall not use, make reference to, publish, copy, or otherwise designate, either orally or in writing, any logo, trademark, service mark, or trade name of ZMW (“Marks”). Furthermore, you shall not: (a) use any mark that is confusingly similar to the Marks; (b) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the System or the Marks; (c) misappropriate any of the Marks; or (d) alter, obscure, or remove any Marks, copyright notice, or other proprietary rights notice on the System, documentation or other materials provided by ZMW.
- System, Home and Property Maintenance. You agree to:
- only have the System shipped (from the designated shipping point), stored, delivered and installed by an Authorized Installer, unless otherwise arranged by ZMW;
- work with an Authorized Installer to confirm the suitability of the Property (including, without limitation, the roof of your Home if applicable) for the construction, installation and operation of the System;
- work with an Authorized Installer to identify, apply for and receive all necessary zoning, land use and building permits for the construction, installation and operation of the System;
- if your home is governed by a home owner’s association or similar community organization, obtain all approvals and authorizations for the System required by that organization and advise us of any requirements of that organization that will otherwise impact the System, its installation or operation;
- only have the System repaired pursuant to the Limited Warranty and reasonably cooperate when repairs are being made;
- be responsible for any conditions at your Home that affect the installation (e.g., blocking access to the roof, or removing a tree that is in the way, prior work you have done on your home that was not permitted);
- not remove any markings or identification tags on the System;
- permit ZMW, after we give you reasonable notice, to inspect the System for proper operation as we reasonably determine necessary;
- not do anything, permit or allow to exist any condition or circumstance that would cause the System not to operate as intended at the Property; and
- notify ZMW if you think the System is damaged or appears unsafe, or if the System is stolen.
- System Repair. ZMW agrees to repair, or partner with an Authorized Installer to repair, the System pursuant to the Limited Warranty and reasonably cooperate with you when scheduling repairs.
- Home Renovations and Repairs. If you want to make any repairs or improvements to the Property that could interfere with the System (such as repairing the roof where the System is located), you may only remove and replace the System pursuant to the Limited Warranty.
- No Alterations. You agree that you will not make any modifications, improvements, revisions or additions to the System or take any other action that could void the Limited Warranty on the System without ZMW’s prior written consent.
- Installation; Installation Guide & System Instructions. You shall be solely responsible for the security, placement, maintenance, cost, and operation of the System in accordance with the Installation Guide provided to your Authorized Installer, the User Manual provided to you with the System, any System warnings, and other related documentation provided by ZMW (collectively, the “Instructions”), which may be updated from time to time. Without limiting the generality of the foregoing, it is your sole responsibility to (a) engage an Authorized Installer to install the System in accordance with all the Instructions (b) obtain, document and pay for any rights or permits which may be needed to install, operate and/or maintain the System, (c) obtain the equipment or systems necessary to operate the System and (d) operate the System pursuant to the Instructions. Prior to installation, you shall engage an Authorized Installer for the System. If you do not engage an authorized installer to install or repair the system and you do not comply with all Instructions, you waive all warranties and claims under this Agreement, and the Limited Warranty attached as Exhibit A shall be void.
- Warranty. You understand that the System is warranted solely under the Limited Warranty attached as Exhibit A, and that there are no other representations or warranties, express or implied, as to the merchantability, fitness for any purpose, condition, design, capacity, suitability or performance of the System or its Installation. Without limiting the foregoing, ZMW makes no warranty with respect to your roof or any roof penetrations undertaken to install the System (including whether such penetrations are watertight). You and your Authorized Installer are exclusively responsible for the installation of the System, including all roof penetrations and whether the roof has the necessary structural integrity to support the weight and installation of the system.
- General Disclaimer; No Performance Guarantee for Water Output or Water Quality. Except as expressly provided in this Section 11, ZMW hereby disclaims and you hereby waive all representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any warranty of merchantability or fitness for a particular purpose for the System. Without limiting the generality of the foregoing, ZMW makes no performance guarantee related to either (i) water output from the System or (ii) water quality from the System including, without limitation, with respect to water hardness, water taste, and water purity. For example, in addition to the minerals that the System adds intentionally to enhance taste (calcium and magnesium), water produced by the System may contain trace amounts of certain contaminants and substances, including chemicals, microbes, dissolved solids and sediments. In addition, the System’s proprietary sterilization process that is designed to maintain the safety of the water stored within the System is subject to proper installation, maintenance and the Limited Warranty. Distributor covenants and agrees not to make any representations or warranties to any customer concerning the System or the installation of the System that are inconsistent with this section, this Agreement as a whole, the Sales Agreement or the Limited Warranty. The provisions of this Section shall survive termination or expiration of this Agreement.
- Limitation of Liability.
- No Consequential Damages. ZMW’s liability to you under this Agreement shall be limited to direct, actual damages only. You agree that in no event shall either party be liable to the other for consequential, incidental, punitive, exemplary, special or indirect damages.
- Actual Damages. Neither party’s liability to the other will exceed an amount equal to the purchase price as set forth in this Agreement for the System. Without limiting the foregoing, damages to your home, belongings or property resulting from the installation of the System are not the responsibility of ZMW.
- Indemnification. To the fullest extent permitted by law, you shall indemnify, defend, protect, save and hold harmless ZMW, its employees, officers, directors, agents, successors and assigns from any and all third party claims, actions, costs, expenses (including reasonable attorneys’ fees and expenses), damages, liabilities, penalties, losses, obligations, injuries, demands and liens of any kind or nature arising out of, connected with, relating to or resulting from your negligence or willful misconduct; provided, that nothing herein shall require you to indemnify ZMW for its own negligence or willful misconduct. The provisions of this paragraph shall survive termination or expiration of this Agreement.
- Privacy/Publicity. You grant ZMW the right to publicly use, display, share, and advertise the photographic images, project details related to the System, price and any other non-personally identifying information of your project related to the System. ZMW shall not knowingly release any personally identifiable information about you or any data associating you with the project location. You may opt-out of these publicity rights by giving us written notice and mailing it to: [Kaitlyn@zeromasswater.com and firstname.lastname@example.org], Attention: [Kaitlyn Fitzgerald].
- Arbitration. All disputes under this Agreement shall be submitted to, and settled by arbitration in accordance with the rules of the American Arbitration Association. In the event the parties are unable to agree to a single arbitrator, the dispute shall be submitted to a panel of three (3) arbitrators. Each party shall appoint an arbitrator and the two arbitrators so appointed shall then select a third arbitrator. The arbitrators shall apply applicable federal laws and regulations and the laws of the jurisdiction in which the services occur, without regard to its choice of law principles. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. The prevailing party in any such arbitration shall be entitled to collect from the non-prevailing party, all costs of the arbitration, including reasonable attorneys’ fees. Notwithstanding the foregoing, ZMW may obtain injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights (including, without limitation, System IP or Marks) or confidential information.
- Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, overnight courier, or certified or registered mail, return receipt requested.
- Miscellaneous. This Agreement (a) shall be binding upon and shall inure to the benefit of the parties and their heirs, personal representatives and permitted successors and assigns, (b) together contains the entire agreement of the parties regarding the subject matter hereof, and (c) shall be governed by, and construed and enforced in accordance with the laws of the State of Arizona, without regard to any conflicts of laws principles; the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Sales Agreement. If any portion of this Sales Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. You shall not assign your rights or delegate your obligations under this Agreement without the prior written consent of ZMW. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No amendment to this Agreement shall be valid unless such amendment is made in writing and is signed by the authorized representative of the parties. Each party agrees not to export, directly or indirectly, any data acquired from the other party or any System utilizing such data to countries outside of the United States of America, which export may be in violation of the United States export laws or regulations or the laws and regulations of any other applicable jurisdiction.
Subject to the limitations set forth herein, ZMW warrants to you that during the Warranty Period (as defined below) the System set forth in this Sales Agreement will be free from defects in material and workmanship under normal and intended use consistent with the Instructions. In the event of a warranty claim hereunder, ZMW will use commercially reasonable efforts to ship the necessary replacement parts for installation by an Authorized Installer at ZMW’s expense.
This limited warranty shall automatically expire one (1) year following the date of the completion of the installation of the System by an Authorized Installer (the “Warranty Period”).
In addition, the occurrence of any of the following events shall immediately void this limited warranty: (a) your sale, assignment, transfer or other disposition of the System (c) any modification or alteration of the System other than by ZMW or an Authorized Installer, (d) any operation or use of the System not in accordance with the Instructions; (e) any installation, maintenance or repair not performed (i) by ZMW or Authorized Installers or (ii) in accordance with the Instructions; or (f) where the System has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage or handling, abnormal physical stress, abnormal environment conditions, or use contrary to any instructions from ZMW.
ZMW’s sole obligation, and your sole remedy, under the warranties set forth above shall be the repair of or, at ZMW’s sole option, the replacement of the System or parts thereof that may be determined by ZMW to be defective, provided that you notified ZMW in writing of such defects within the Warranty Period. You shall pay all freight, insurance, taxes, and other costs incurred for the return of the System, or applicable parts of the System, to ZMW’s plant for repair or replacement. In the event that ZMW determines, in its reasonable judgment, that the System was not defective when returned or were not otherwise covered by the warranty contained herein, you shall pay all such costs for the return shipment of the System back to you or to the designated shipping point.