Sensor Firmware and Mobile App Software End User License Agreement

PostedJanuary 3, 2025

UpdatedJanuary 3, 2025

Revised effective May 28, 2020

PLEASE READ THIS AGREEMENT CAREFULLY. WE CANNOT PROVIDE OUR PRODUCTS AND SERVICES TO YOU UNLESS YOU AGREE TO THEM.

This Sensor Firmware and Mobile App Software End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Conservation Labs, Inc. (“Conservation Labs”) for software owned by Conservation Labs and its affiliated companies and its third party suppliers and licensors that accompanies this EULA, which may include our sensor’s firmware, mobile application software, documentation, interfaces, and any data that comes with same including updates (collectively “Software”). The Software is licensed, not sold, to you by Conservation Labs for use only under the terms of this EULA. Conservation Labs and its licensors retain ownership of the Software itself and reserve all rights not expressly granted to you.

1. GRANT OF LICENSE. Conservation Labs grants you the following rights provided that you comply with all terms and conditions of this EULA: You are granted a limited, non-exclusive, non-transferable license to use the Software on a single sensor or single mobile application.

2. RESERVATION OF RIGHTS AND OWNERSHIP. Conservation Labs and its licensors retain all right, title and interest in the Software and all copies thereof, including all copyright and other intellectual property rights. Conservation Labs and its licensors reserves all rights not expressly granted to you in this EULA. The Software is licensed, not sold.

3. LIMITATIONS ON END USER RIGHTS. You agree that only Conservation Labs has the right to enhance or otherwise modify the Software. You have no rights to any source code for the Software. You agree not to, or cause or permit, directly or indirectly the modification, disassembly, recompilation, or reverse engineering of the Software or any part thereto, or otherwise attempt to gain access to the source code to the Software. You agree not to create derivative works or cause or permit others, directly or indirectly to create derivative works based upon the Software. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device. Under no circumstances shall you sell, license, sub-license, publish, and display, distribute, rent, lease, assign, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part.

4. CONSENT TO USE OF DATA. You agree that Conservation Labs and its affiliates may collect, maintain, process, transmit, and use technical, diagnostic, usage and related information, including but not limited to information about your sensor, system and application software, water usage, content, and peripherals. Conservation Labs may use the information to provide you with the services that you have subscribed to receive from us and also to help us improve our products and services, including providing the information to Conservation Lab’s licensors. Conservation Labs may also provide the information to third parties, including but not limited to its distributors and channel partners for the purpose of generating water usage and related statistics in accordance with Conservation Labs’ Terms of Service and Privacy Policy. Conservation Labs will not without your agreement disclose this information in a form that personally identifies you.

5. UPDATES. Conservation Labs and its licensors have no obligation to provide updates, bug fixes or error correction. If Conservation Labs provides updates, such updates may be automatic and may delete or change the nature or features of the Software, including functions you may rely upon and you may lose data. You consent to updates by Conservation Labs. Any updates shall be deemed and shall constitute part of the Software and the terms of this EULA apply to such updates.

6. SOFTWARE TRANSFER. You may not transfer this EULA or the rights to the Software granted herein to any third party without the written consent of Conservation Labs. Prior to any such approved transfer, the end user receiving the Software must also agree to all the EULA terms.

7. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end user, end use, and destination restrictions issued by U.S. and other governments.

8. TERMINATION. This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice from Conservation Labs if you fail to comply with any of the terms and conditions of this EULA or if you are no longer a subscribed user. Upon termination of this EULA, you must cease all use of the Software and return or discard all sensors or destroy all copies, full or partial, of the Software. The following Sections survive any termination of this EULA: Sections 2 – 4, 6 – 17.

9. DATA. The Software may be capable of capturing various data about your water usage and the water usage of others who are authorized users of our products and/or services. Such information may be protected by various privacy laws and other laws and/or agreements, and is governed by Conservation Lab’s Terms of Service and Privacy Policy. You agree to use the Software only in compliance with such laws and agreements that apply to such information.

10. HIGH RISK ACTIVITIES. The Software, sensor and mobile application are not fault-tolerant and not designed, manufactured or intended for use for hazardous environments or high risk activities requiring fail-safe performance. You agree not to use the Software, the sensor and mobile application with activities in which the failure of the Conservation Labs’ sensor or mobile application could lead to death, personal injury, or severe physical or environmental damage. Conservation Labs and its licensors specifically disclaim any express or implied warranty of fitness for high risk activities.

11. DISCLAIMER OF WARRANTY. You expressly acknowledge and agree that the use of the Software, sensor and/or mobile application is at your sole risk. The Software, sensor and/ or mobile application are provided “AS IS” and without warranty of any kind. CONSERVATION LABS AND ITS LICENSORS EXPRESSLY DISCLAIM AND MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE SOFTWARE, SENSOR, MOBILE APPLICATION OR ANY COMPONENT THEREOF, INCLUDING BUT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CONSERVATION LABS AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, SENSOR AND/OR MOBILE APPLICATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE, SENSOR AND/OR MOBILE APPLICATION WILL BE CORRECT. FURTHERMORE, CONSERVATION LABS AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, SENSOR AND/OR MOBILE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, PERFORMANCE OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONSERVATION LABS OR ITS LICENSORS OR THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. CONSERVATION LABS AND ITS LICENSORS PROVIDE NO WARRANTY THAT ANY INFRASTRUCTURE, PROPERTY, DEVICE, OTHER SOFTWARE OR DATA WILL NOT BE DAMAGED BY THE SOFTWARE, SENSOR AND/OR MOBILE APPLICATION.

12. LIMITATION OF LIABILITY. CONSERVATION LABS AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THIS SOFTWARE, SENSOR AND/OR MOBILE APPLICATION. CONSERVATION LABS AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE, SENSOR, MOBILE APPLICATION OR ANY ASSOCIATED HARDWARE OR DEVICE, DOWNTIME AND USER’S DOWNTIME, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF CONSERVATION LABS AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CONSERVATION LABS’ OR ITS LICENSORS’ AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT BE GREATER THAN FIFTY U.S. DOLLARS ($50.00). YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. INDEMNIFICATION. You agree to defend, indemnify, and hold Conservation Labs and its licensors harmless from and against any claim or lawsuits, including reasonable attorneys’ fees that arise or result from your use of the Software, sensor and/or mobile application from your breach of any of the terms of this EULA.

14. U.S. GOVERNMENT END USERS. The Software is licensed only with “restricted rights” and as “commercial items” consisting of “commercial software” and “commercial software documentation” with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

15. GOVERNING LAW AND JURISDICTION. This EULA shall be governed by the laws of the State of Pennsylvania, without reference to it principles of conflicts of law. The parties consent to exclusive jurisdiction in Allegheny County, Pennsylvania for any dispute arising from the terms and conditions of this EULA. The parties waive their right to have an action under this EULA brought or filed elsewhere. The prevailing party in any action under this EULA shall be entitled to recover its reasonable attorneys’ fees in addition to any other damages or other awards ordered by the court.

16. THIRD PARTY BENEFICIARY. For all purposes of this EULA, each of the licensors of any of the Software shall be expressly deemed an intended third party beneficiary of this EULA and shall have the right to enforce the terms and conditions of this EULA.

17. ENTIRE AGREEMENT; SEVERABILITY. This EULA is the entire agreement between you and Conservation Labs relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.