Terms & Conditions of Sale

November 1, 2016

Aquanta Terms & Conditions of Sale

Thank you for your purchase of Aquanta hardware product(s) (“Products”) and/or online services (“Services”) from Aquanta Inc. (“Aquanta”). Your purchase of the Products and/or Services constitutes your agreement to be bound by these Terms & Conditions of Sale (“Terms”) and any additional terms we provide, including but not limited to our Terms of Service, which govern your use of the Services and will be made available when Services go live, and the terms of the Limited Warranty as appended to these Terms.

THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR AQUANTA PRODUCTS AND SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD NOT PURCHASE OR USE THE PRODUCTS AND SERVICES.

We reserve the right to change these Terms at any time, so please review the Terms each time prior to making a purchase from Aquanta. Every time you purchase Products from Aquanta, the Terms in force at that time will apply between you and Aquanta. We will notify you in the event we make changes to these Terms that affect your Services. If you have any questions regarding these Terms, you can contact Aquanta at privacy@aquanta.io.

The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights.

The Products and Services are not designed, tested or certified for use in all countries. If you choose to use the Products and Services outside the United States and Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Products and Services are not designed for use outside the United States and Canada and some or all of the features of Products and Services may not work or be appropriate for use in such other countries. Aquanta accepts no responsibility or liability for any damage or loss caused by your access or use of the Products and Services outside the United States and Canada.

  1. Compatibility.
    You acknowledge that you have verified the compatibility of the Products you are purchasing with other equipment in your home (e.g., ensuring that your water heating and plumbing system is compatible with the Product). You are solely responsible for determining the compatibility of the Products with other equipment in your home. You have verified that the Aquanta Water Heater Controller is compatible with your local area network and related hardware, and acknowledge and agree that internet connectivity, third party software and hardware are not under Aquanta’ control nor can Aquanta provide support or advice in relation to any third party products or services. You accept that lack of Product compatibility with any equipment, network or software is not a valid claim under the Limited Warranty provided with your Products and does not otherwise constitute a basis for receiving a refund after the 60-day refund policy described below.
  2. Purchase and Order Cancellation.
    You agree to purchase the Product subject to these Terms. Aquanta will charge your credit card for the purchase price, and the Product will typically be shipped to you within the specified delivery window, which is usually 5 business days from the time of your order.

We will notify you if Product shipment will be delayed, and you may cancel your purchase order and Aquanta will refund the full purchase price to your credit card at any time prior to shipment of purchased Products.

Aquanta reserves the right to cancel or refuse any order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order.

  1. Payment
    Payment processing for the Products is provided by Stripe, Inc. or such other third party payment processor as Aquanta may utilize from time to time (“Payment Processor”), and in order to proceed with payment for Products you will be required to agree to certain Payment Processor terms and conditions. Aquanta does not collect or store your credit card information. You can find out more about both our Privacy practices and our Payment Processor’s privacy practice in our Privacy Policy and the links therein. By providing a credit card or other payment method accepted by Aquanta, you represent and warrant that you are authorized to use the designated payment method and that you authorize our Payment Processor to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounters in order to proceed with your Product order.
  2. Services
    You may cancel your Services at any time by logging into your Aquanta Account. Note that stopping use of a Product or the Services will not trigger cancellation of the Services.
  3. Availability and Pricing.
    All Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products and/or Services without prior notice. Prices for the Products are subject to change at any time, but changes will not affect any order for Products you have already placed.
  4. Sales Tax.
    Depending on the order, Aquanta calculates and charges sales tax in accordance with applicable laws. Such taxes are not included in the quoted price.
  5. Resale and Title Transfer.
    Purchases of the Products and Services are intended for end users only, and are not authorized for resale. Title for Products purchased passes to you at the time of delivery by Aquanta to the freight carrier, but Aquanta and/or the freight carrier will be responsible for any Product loss or damage that occurs when the Product is in transit to you.
  6. Shipping and Delivery.
    Prices for the Products do not include shipping costs. Our delivery charges and methods are as described on the Aquanta websites from time to time. The estimated arrival or delivery date is not a guaranteed delivery date for your order. Refused deliveries will be returned to our warehouse.

The Products available on the Aquanta’ websites have been designed, marketed and sold for use by residents of the United States and Canada. All safety warnings, information, instructions, packaging, in-box materials, mobile apps, and support services are provided only in English. The Products available on the Aquanta websites are not intended for use outside of the United States and Canada. You are responsible for complying with all applicable laws and regulations of the country for which the Product is destined. We are not liable or responsible if you break any such law.

  1. Installation.
    There may be laws, regulations, ordinances, plumbing codes, building codes and other similar requirements (collectively, “Legal Requirements”) in the jurisdiction that you install a particular Product applicable to where and how to install that Product. You should check that you are in compliance with all relevant Legal Requirements in your jurisdiction. Aquanta is not responsible for any injury or damage caused by your or your installer’s installation of the Product, and in addition to the disclaimers provided under Section 12 and our Limited Warranty, improper installation or any malfunction, damage, non-compliance with the Legal Requirements or other issue arising from or related to your installation of the Product shall be your sole responsibility. Further, you shall indemnify and hold Aquanta harmless from and against all liabilities, losses, claims, costs and expenses (including reasonable attorneys’ fees) related to any claim, investigation, litigation or proceeding (whether or not we are a party) which arises or is alleged to arise from installation of the Product or your or your installer’s failure to comply with Legal Requirements.
  2. Returns for Refund.
    If, for any reason, you want to return the Product you purchased from the Aquanta websites for a refund, you must notify us no later than 60 days following the date of receipt of Product (the “Cancellation Period”). To initiate a return, you must inform us of your decision within the Cancellation Period by contacting Aquanta customer support at returns@aquanta.io and clearly stating your desire to return the Product. Please include details on where and when you purchased the Product, your reason for returning the Product and your name, mailing address, email address and daytime phone number. Aquanta customer service will provide you with a Return Materials Authorization (“RMA”) that must be included with your return shipment to Aquanta such that Aquanta can identify your shipment. If you purchased the Product from somewhere other than the Aquanta websites, please contact that reseller to obtain a refund.

To receive a refund, you must return your Product with all included accessories (and any promotional merchandise supplied with the Product) with an RMA within the 14 days following the day on which your RMA was issued. Unless Aquanta determines the Product is covered by the Limited Warranty, you will be responsible for all costs associated with returning the Product to us (including uninstallation and the cost of shipping the Product back to Aquanta). We will refund the price you paid for the Product plus original delivery cost, less the value of any promotional merchandise or discounts you received. We may reduce the amount of your refund to reflect any reduction in the value of the Product, as determined in our sole discretion, caused by your handling the Product in a way which goes beyond what is necessary to establish the Product’s nature, characteristics and functioning (e.g., beyond what would normally be permitted in a retail store).

We will process any applicable refund due to you as soon as possible and, in any case, within 30 days from the date of receipt by Aquanta of the returned Product. The Product is not eligible for a refund after the Cancellation Period.

  1. Disputes and Arbitration

(a) This Section 11 is referred to herein as the “Dispute Resolution Agreement.” If any dispute arises out of or related to these Terms (“Dispute”), the parties shall first to try in good faith to settle the dispute by non-binding mediation in the Fairfax County, Virginia via written notice by one party to the other. Within 10 days of such request, the parties shall confer to select a mediator. If the parties fail to agree upon a mediator, either party may request that the Judicial Arbitration and Mediation Services (“JAMS”) appoint a mediator. The parties agree that all Disputes which are not resolved by mediation shall be subject to binding arbitration pursuant to the terms and conditions of this Dispute Resolution Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution Agreement. Either party may initiate arbitration with respect to the Dispute by filing a written demand for arbitration at any time following 45 days from the date of filing the written request for mediation. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against Aquanta.

(b) THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S) (“Class Action Waiver”).

(c) Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Dispute Resolution Agreement. If there is any inconsistency between the AAA Rules and this Dispute Resolution Agreement, the terms of this Dispute Resolution Agreement will control unless the arbitrator determines that the application of the inconsistent Dispute Resolution Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 13. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Aquanta may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise. The arbitrator shall not be bound by rulings in prior arbitrations involving different Aquanta customers, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

(d) All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. If a court decides that any term or provision of this Dispute Resolution Agreement other than the Class Action Waiver is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Dispute Resolution Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Class Action Waiver is invalid or unenforceable, then the entirety of this Dispute Resolution Agreement shall be null and void. The remainder of this Agreement will continue to apply.

(e) Notwithstanding the foregoing, Aquanta may seek injunctive or other equitable relief to protect its rights under these Terms in any court of competent jurisdiction.

  1. Warranties and Disclaimers.
    As far as permitted by applicable law, the Aquanta websites, and all content available thereon, is provided on an “as-is” basis without warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. All products and services purchased through the Aquanta websites are provided on an “as-is” basis unless otherwise noted in the Limited Warranty included with a Product. You may choose whether to make a claim under these Terms or the Limited Warranty or both, but you may not recover twice in respect of the same loss. To initiate a return under the Limited Warranty, you should contact Aquanta at returns@aquanta.io.

You use our Products and Services at your own discretion and risk. You will be solely responsible for (and Aquanta disclaims) any and all loss, liability or damages resulting from your use of a Product and/or Service, including damage or loss to your water heater, plumbing, home, Product, other peripherals connected to the Product, computer, mobile device, and all other items and pets in your home. Unless explicitly promising a “guarantee,” Aquanta does not guarantee or promise any specific level of energy savings or other monetary benefit from the use of a Product and/or Services or any feature of them. Actual energy savings and monetary benefits vary with factors beyond Aquanta’ control or knowledge.

  1. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) AQUANTA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS, EVEN IF AQUANTA KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) AQUANTA’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO AQUANTA OR AQUANTA’ AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR SIX (6) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. AQUANTA DISCLAIMS ALL LIABILITY OF ANY KIND OF AQUANTA’ LICENSORS AND SUPPLIERS.

  1. Data Protection.
    By placing an order for Products and/or Services, you agree and understand that Aquanta may store, share, process and use data collected from your order form or phone/fax/email order for the purposes of processing the order. Aquanta works with other companies that help Aquanta provide Products to you, such as freight carriers and credit card processing companies, and Aquanta may have to share certain information with these companies for this purpose. Aquanta shall protect your information in accordance with its Privacy Policy available at http://aquanta.io/privacy-policy/.
  2. Electronic Communications.
    You are communicating with Aquanta electronically when you use the Aquanta websites or send email to Aquanta. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order on the Aquanta websites, we collect and store your email address. From that point forward, your email address is used to send you information about Aquanta’ products and services unless you opt-out of such emails using the opt-out link in the emails.
  3. Notifications.
    Aquanta may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Aquanta account, hard copy, or posting of such notice on the Aquanta websites. Aquanta is not responsible for any automatic filtering you or your network provider may apply to email notifications.
  4. Force Majeure.
    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
  5. Severability.
    If any part of these Terms becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms will remain in full force and effect.
  6. Survivability.
    The obligations in Sections 11, 12, 13, and 14 through 21 will survive any expiration or termination of these Terms.
  7. Waiver.
    Failure or delay by us to enforce any these Terms will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.
  8. Governing Law and Jurisdiction.
    This Agreement, including all Disputes under the Dispute Resolution Agreement, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles. You agree to submit to the personal jurisdiction of the state and federal courts in or for Fairfax, Virginia for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in an above section.

APPENDIX A

AQUANTA LIMITED WARRANTY

Thank you (“Purchaser”) for purchasing an Aquanta Water Heater Controller (including ancillary components and sensors, hereinafter referred to as “Product”) from Aquanta Inc. (“Aquanta”). Purchaser agrees and acknowledges that the Product is subject in all respects to the warranties and limitations set forth herein.

Limited Warranty.

  1. Limited Warranty. Aquanta warrants only to Purchaser that for two (2) years from the date of delivery of the Product to Purchaser, the Product shall be substantially free of defects of materials and workmanship.
  2. Exclusions. Notwithstanding the foregoing, this limited warranty shall not apply to: (a) any Product that has been customized, altered or repaired by any person or entity other than personnel of Aquanta and/or any distributor of the Product licensed by Aquanta (“Seller”); (b) any Product that has been subjected to abuse, misuse, damage, neglect, or accident beyond Aquanta’ published limitations for the Product (including, without limitation, environmental conditions and power requirements); (c) any use or operation of the Product other than in accordance with Aquanta’ then-current published specifications and instructions for the Product; (d) breakdowns, fluctuation or interruptions in electric power or the telecommunications network, (e) any non-Aquanta products, even if packaged or sold with Aquanta hardware, or (f) any non-conformities or defects notified by Purchaser to Seller after the expiration of the applicable warranty period for such Product.
  3. Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE PRODUCT, THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT OR THE USE, RESULTS OR DISPOSITION OF THE PRODUCT. AQUANTA ALSO LIMITS THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES OR CONDITIONS TO THE DURATION OF THIS LIMITED WARRANTY. ANY AND ALL INFORMATION PROVIDED TO PURCHASER BY AQUANTA AND RELATED TO THE PRODUCT OR OTHER HARDWARE CONNECTED TO THE PRODUCT (“PRODUCT INFORMATION”) MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITATION, ALL PRODUCT INFORMATION IS PROVIDED “AS-IS” AND “AS-AVAILABLE.” AQUANTA DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE OR RELIABLE OR THAT PRODUCT INFORMATION OR USE OF AQUANTA SERVICES OR PRODUCT WILL PROVIDE SAFETY IN YOUR HOME. YOU USE ALL PRODUCT INFORMATION, AQUANTA SERVICES AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. AQUANTA DISCLAIMS, AND YOU WILL BE SOLELY RESPONSIBLE FOR, ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR WATER HEATER, PLUMBING, WIRING, FIXTURES, ELECTRICITY, HOME, PRODUCT, PRODUCT PERIPHERALS, COMPUTER, MOBILE DEVICE AND ALL OTHER ITEMS AND PETS IN YOUR HOME, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION, AQUANTA SERVICES OR PRODUCT. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL OR STATE LAWS IN CONNECTION WITH YOUR INSTALLATION AND USE OF THE PRODUCT; AQUANTA DOES NOT WARRANT THAT THE PRODUCT COMPLIES WITH ANY LOCAL OR STATE REQUIREMENTS.
  4. Remedies. Purchaser’s sole and exclusive remedy and Aquanta’ and/or Seller’s (and their suppliers’ and licensors’) sole and exclusive liability for a breach of this limited warranty shall be, at Aquanta’ and/or Seller’s sole discretion, commercially reasonable efforts to repair or replace the non-conforming Product or a refund of the purchase price for that Product. Repair or replacement may be made with a new or refurbished product or components, at Aquanta’ sole discretion. If the Product or a component within it is no longer available, Aquanta may, at its sole discretion, replace the Product with a similar product of similar function. Any Product that has been repaired or replaced under this limited warranty will be covered by the terms of this limited warranty for the longer of (a) ninety (90) days from the date of the delivery or the repaired Product or its replacement, or (b) the remainder of the original two-year limited warranty period.

How to Get Service Under this Limited Warranty.

Before making a claim under this limited warranty, Purchaser must (a) follow procedures as set forth in the “Returns for Refund” section of the Aquanta Terms and Conditions of Sale; and (b) comply with all Aquanta return shipping instructions. Aquanta will have no warranty obligations with respect to a returned Product if it determines, in its reasonable discretion after examination of the returned Product, that the Product falls under an exclusion as defined above. Aquanta will bear all costs of return shipping to Purchaser and will reimburse any shipping costs incurred by Purchaser, except with respect to any Product falling into the exclusions defined above.

Limitation of Liability.

  1. No Indirect Damages. IN NO EVENT SHALL AQUANTA AND/OR SELLER (OR ANY OF THEIR SUPPLIERS OR LICENSORS) BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING OUT OF THE PRODUCT, MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT, SERVICES RELATED THERETO OR THE USE, RESULTS OR DISPOSITION OF THE PRODUCT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF AQUANTA AND/OR SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  2. Limited Direct Damages. AQUANTA AND/OR SELLER’S (AND THEIR SUPPLIERS’ AND LICENSORS’) TOTAL CUMULATIVE LIABILITY ARISING OUT OF PRODUCT, THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT, SERVICES RELATED THERETO OR THE USE, RESULTS OR DISPOSITION OF THE PRODUCT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE APPLICABLE PURCHASE PRICE PAID BY PURCHASER FOR THE APPLICABLE PRODUCT.
  3. Legal Limits. The limitations on liability set forth herein may be restricted by applicable law and may not apply to Purchaser.

Intellectual Property. No sale of any Product, and nothing in this warranty, shall be construed as granting to Purchaser any license or other proprietary or intellectual property right applicable to the Product. Purchaser may not alter or remove, and shall abide by, any patent, trademark, copyright, trade secret, proprietary or other notices contained on or in the Product. Purchaser shall not (a) modify, copy, enhance, make derivative works of the Product, (b) disassemble or otherwise reverse engineer the Product nor (c) remove or obscure any copyright, patent, trademark, trade secret, restricted or limited rights, export restriction or similar notice affixed to any Product.

Aquanta. Purchaser expressly agrees and acknowledges that this Agreement inures to the benefit of Aquanta Inc., its affiliates and successors, and that Aquanta Inc., its affiliates or successors may directly enforce the terms of this Agreement.

Miscellaneous. This Limited Warranty shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. Purchaser shall not assign this Limited Warranty without Aquanta’ and/or Seller’s prior written consent. If any provision of this Limited Warranty shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over this Limited Warranty, the validity of the remaining portions or provisions hereof shall remain in full force and affect. Aquanta and/or Seller shall not be liable for failure to perform any of its obligations hereunder by reasons that are beyond its reasonable control, including, without limitation, fire, flood, earthquake, interruptions in supply, other natural disaster, war, embargo, riot or acts of terrorism.