These Terms of Service (the "Terms") govern your access to and use of the software platform, websites, mobile applications, and related services (collectively, the "Service") provided by Aquantic Solutions, Inc. ("Aquantic Solutions," "AQS," "we," "us," or "our"). By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
If your organization has signed a separate written Subscription and Services Agreement or Master Services Agreement with Aquantic Solutions (a "Master Agreement"), that Master Agreement governs and controls over any conflicting provision in these Terms.
Aquantic Solutions provides a water-auditing and water-management platform used by water agencies, utilities, and their service providers to conduct residential and commercial water-use surveys, generate reports, estimate water budgets, track customer activity, and receive weather-based irrigation guidance. The Service is provided on a subscription basis and may include per-report and other usage-based charges as described at the time of purchase.
You agree not to: (a) use the Service in violation of any law or the rights of others; (b) upload or process data you are not authorized to provide; (c) attempt to gain unauthorized access to the Service or its systems, or probe, scan, or test the vulnerability of the Service except under a written authorization from us; (d) reverse engineer, decompile, or attempt to derive the source code, methodologies, or underlying formulas of the Service, including our proprietary water-budget methodology; (e) resell, sublicense, or provide the Service to third parties except as expressly permitted; or (f) interfere with or disrupt the integrity or performance of the Service.
As between you and us, you retain all rights to the data you and your users submit to the Service, including site records, survey findings, water-usage data, photographs, and contact information ("Customer Data"). You grant Aquantic Solutions a worldwide, non-exclusive license to host, process, transmit, display, and use Customer Data solely to provide, maintain, secure, and improve the Service and as otherwise permitted in our Privacy Policy. You represent that you have all rights and permissions necessary to provide Customer Data to the Service, including any personal information of third parties.
The Service, including all software, designs, text, reports templates, and the underlying analytical models — in particular the AQS water-budget methodology, plant factors, efficiency assumptions, and conversion constants used to calculate water budgets and recommendations — are the confidential and proprietary property of Aquantic Solutions and are protected by intellectual property laws. The Service discloses outcomes (such as estimated gallons, percentages, and recommended run times) but not the underlying methodology, which constitutes our trade secrets. Nothing in these Terms transfers any ownership of the Service or that methodology to you. We may use aggregated, de-identified data that does not identify you or any individual to operate and improve the Service.
The Service integrates third-party services, including Stripe (payments), the California Irrigation Management Information System / Spatial CIMIS (reference evapotranspiration and weather data), and our hosting and email providers. Weather and evapotranspiration data are provided by third parties "as is," and we are not responsible for their accuracy, availability, or the acts of these providers. Your use of third-party services may be subject to their own terms.
The Service provides estimates, budgets, and recommendations that are advisory and based on professional observations, third-party weather data, and modeling assumptions. Actual water savings and results depend on factors outside our control, including weather, equipment, soil, plant health, and user behavior. We do not warrant or guarantee any particular level of water savings, cost savings, regulatory compliance, or other outcome.
EXCEPT AS EXPRESSLY PROVIDED IN A MASTER AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND AQUANTIC SOLUTIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AQUANTIC SOLUTIONS AND ITS OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE. AQUANTIC SOLUTIONS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
You will defend, indemnify, and hold harmless Aquantic Solutions from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from your Customer Data, your use of the Service in violation of these Terms, or your violation of law or the rights of a third party.
These Terms apply while you use the Service. You may stop using the Service and cancel your subscription at any time (cancellation takes effect at the end of the current billing period). We may suspend or terminate access for material breach, non-payment, or to protect the Service or its users. Upon termination, your right to use the Service ceases. We will make Customer Data available for export for a limited period after termination as described in our Privacy Policy or an applicable Master Agreement, after which we may delete it in the ordinary course, subject to backups that rotate out over time.
Each party may receive non-public information of the other. The receiving party will protect such information with reasonable care and use it only to perform under these Terms. Our proprietary methodology and the Service's non-public features are our Confidential Information; your non-public Customer Data is your Confidential Information.
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any dispute not subject to an arbitration or dispute-resolution clause in a Master Agreement.
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by posting the updated Terms with a new effective date or by email). Your continued use of the Service after the changes take effect constitutes acceptance.
Questions about these Terms: business@aquanticsolutions-aqs.com, Aquantic Solutions, Inc.