FloWater, Inc. General Rental Terms and Conditions

  1. Delivery & Acceptance: When the Equipment is delivered/installed, the Customer is deemed to have accepted the Equipment as meeting all the representations, warranties, and covenants of this Agreement. If Customer believes the Equipment is defective or fails to meet any of the representations, warranties, or covenants of this Agreement, then Customer shall, within three days of receipt or installation of the Equipment, notify FloWater by returning the Delivery Certificate (Addendum A) with a description and documentation, including pictures, of the claimed defects and deficiencies by email at support@drinkflowater.com
  2. Payment Terms: Customer is responsible for paying in full all costs, fees, and taxes stated in the Agreement within thirty (30) days of the receipt of the invoice. If payments are not made within thirty days of the date stated in the invoice, Customer will be responsible for a late fee equal to ten percent (10%) of the outstanding balance, or $20.00, whichever is greater. All balances that are outstanding for more than thirty (30) days shall accrue interest at the annual rate of 8%, and additional services will be withheld, until the account is fully paid.  Customer is responsible for all taxes related to the Equipment.
  3. Use & Ownership Rights: FloWater owns and retains all rights, title, and interest in the Equipment. Customer has only a limited license to use the Equipment for commercial purposes as a water refill station pursuant to this Agreement. Customer has no right to use the Equipment for any other purposes, and has no right to use or otherwise infringe upon any of the intellectual property associated with the Equipment, which remains the sole property of FloWater, and has no right to sell or encumber or place liens on the Equipment. Customer agrees to indemnify FloWater for any damages caused by Customer’s use of the equipment for any purposes in violation of this Agreement. Customer grants FloWater (and its successors/assigns) authorization to sign and file UCC financing statements. Customer shall not make any alterations, additions, or modifications to the Equipment, including branding or other signage, without prior written consent of FloWater. All Equipment relocation must be performed by FloWater, or an authorized agent, and will be subject to a relocation fee that will vary depending on location of the Equipment. Customer will use best efforts to ensure the space in front of and around the Equipment is easily accessible and free of debris and other items that may interfere with the visibility or utility of the Equipment. Proper ventilation, and therefore proper functionality, is dependent upon the specified space requirements around the Equipment.
  4. Maintenance and Repairs: To ensure proper functioning of the Equipment, its full set of filters must be replaced at least every twelve months (or sooner if filter notification indicates) and Customer’s use must comply with the intended use of the Equipment as a water refilling station. FloWater is responsible for ensuring the functionality of the Equipment throughout the duration of this Agreement without any additional charge to Customer, but for the exceptions provided herein.  At the conclusion of the term of the Agreement, if Customer renews for another term, then FloWater will continue to service warranty qualifying issues of the equipment free of charge; but if Customer proceeds on a month-to-month basis, then Customer will be responsible for the costs for all service to the equipment.  FloWater may, in its own discretion, schedule and service the Equipment at intervals required to meet the manufacturer’s specifications and such services will be invoiced at customary rates pursuant to this Agreement. In the event of a failure or malfunction of the Equipment, Customer shall immediately notify FloWater. FloWater will, within a commercially reasonable period of time after receiving notice, send a representative or an authorized agent to perform a diagnosis and/or repair the Equipment. If the malfunction was caused by Customer’s negligence or improper use of the Equipment including failing to have the filter replaced every twelve months (or sooner if notification indicates) or exposing the Equipment to rodents or inclement weather such as wind or rain, or if something other than water is poured down the Equipment’s drain, or vandalism, or if the malfunction was caused by an intervening cause not related to a defect in the Equipment nor associated with its normal use, then Customer shall be responsible for the costs of repair at current market pricing for labor (with a one-hour minimum) plus parts. Depending on the location of the Equipment, FloWater reserves the right to charge a deployment fee for labor services. Otherwise FloWater will be responsible for the repairs of the Equipment.
  5. Risk of Loss & Insurance: Upon delivery of the Equipment to Customer, Customer shall assume and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever (other than ordinary wear and tear from proper use and/or defects in the Equipment existing at the time of delivery). Customer shall insure the Equipment during the term of the Agreement in an amount equal to or greater than the full replacement cost of the Equipment which shall be calculated as $8,100 per water refill station. Customer shall designate FloWater as an additional insured and a Loss Payee with respect to the Equipment, and shall be entitled to receive thirty (30) days’ prior notice of such cancellation. Upon FloWater’s request, Customer shall furnish a certificate of insurance. 
  6. Equipment Return: Upon expiration or termination of this Agreement, Customer will release the Equipment to FloWater at the location where the Equipment was installed and/or delivered to Customer in the same condition and working order as of the date it was received by Customer, ordinary wear and tear from proper use excepted. At FloWater’s request, Customer will grant FloWater full access to Customer’s facility or location to allow FloWater to remove the Equipment. 
  7. Additional Orders: If at any time during the term of this Agreement Customer wishes to order additional units of Equipment, the Parties will execute either an additional Rental Agreement or an Addenda according to their mutual agreement. 
  8. Use of Customer Logo: Customer hereby grants to FloWater the right to use Customer’s name, logos, and trademarks on social media and FloWater’s official website to announce that Customer is a client of FloWater and is using FloWater Equipment. At Customer’s discretion, it may provide to FloWater reasonable guidelines for the use of its name, logos, and trademarks. 
  9. Possession, Control of Premises and Use. Customer represents and warrants that it is the owner of, or a tenant with the lawful right to possess, the premises where the Equipment will be located. Customer represents and warrants that there are no restrictions, agreements, or conditions that will interfere with the use and servicing of the Equipment at the premises. Customer accepts responsibility for any regulations or restrictions on use of the Equipment in the location chosen by Client, and Client will indemnify FloWater against any claims or damages related to or arising from Customer’s placement, location, and use of the Equipment. 
  10. Assignment: Customer may not assign this Agreement, or any rights or obligations hereunder without at least thirty (30) days’ notice and prior written consent from FloWater and such consent shall not be unreasonably withheld. All outstanding balances must be paid in full prior to any assignment.  Each assignment request will result in a $150.00 transfer fee and a filter change if a filter change has not been completed within 9 months of the assignment request, both to be paid by the Customer prior to the assignment.  FloWater may, at its discretion, encumber, or assign all or part of its interests in the Equipment and/or this Agreement. Any assignee of FloWater will receive the assigned rights and benefits of FloWater, but all of FloWater’s performance and other obligations under the Agreement will remain with FloWater after the assignment. 
  11. Breach: In the event of a breach of this Agreement, the Parties may exercise any and all remedies available to them, including repossession and acceleration under the UCC and other applicable laws. Efforts to negotiate a settlement, and delays in exercising a right or remedy, shall not act as a waiver or prevent the non-breaching Party from exercising any or all of its rights due to the other Party’s breach of this Agreement. The breaching Party shall be responsible for all costs and damages arising from the breach, including reasonable attorneys’ fees and costs for collection of a debt, and the costs for repossession of the Equipment. 
  12. Force Majeure: Neither Party shall be liable for a failure to perform caused by extreme weather, an act of God, war, or another unforeseen event of extreme magnitude that could not have been reasonably anticipated and was beyond the Party’s control. 
  14. Governing Law and Arbitration: This Agreement is governed by the laws of the State of Colorado, without reference to its conflicts of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration to be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Arbitration shall take place at the JAMS office nearest to the location where the Equipment was delivered or installed, or at an alternative location agreed to by the Parties. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 
  15. Severability; Amendment; Full Agreement: If any part of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. This Agreement can be modified only by a written amendment signed by both Parties. This Agreement may be executed in counterparts. Fax or electronic versions of a Party’s signature will be binding.  This Agreement constitutes the full and final agreement between the Parties with respect to the matters addressed herein and supersedes any previous oral or written statements or prior agreement between the Parties related to such matters. 
  16. Accuracy of Information, Guarantee and Authorization for a Credit Check: Customer represents and warrants that the information provided in the Rental Agreement Form and in response to any FloWater requests are true and accurate. At FloWater’s discretion, Customer’s obligations and responsibilities in this Agreement shall be unconditionally guaranteed throughout the full duration of this Agreement, including all renewal terms and any assignments, by an individual, or other corporation, that is associated with Customer, and that is acceptable to FloWater.  Customer and Customer’s proposed guarantor hereby authorize FloWater to perform any credit check or other due diligence deemed necessary for this Agreement by FloWater. 
  17. Term, Renewal, and Price Protection: This Agreement will take effect as of the date of the last signature date on the Rental Agreement and will remain in effect for the term specified therein unless terminated earlier in accordance with this paragraph. Thereafter, this Agreement will automatically renew on a month-to-month basis at the same prices listed in the Agreement, unless either Party provides written notice to the other Party at least ninety (90) days prior to the expiration of the then-current term. After the one-year anniversary of the Agreement, FloWater may, after providing at least 30 days’ prior written notice, increase the prices for service items and rental rates by up to 3%. Such price increases may occur no more than once every twelve months. Customer may terminate this Agreement by providing thirty (30) days’ prior written notice to FloWater and upon payment, as calculated on the termination date, of all remaining payments, and all applicable sales tax and fees including payment of the costs to return the Equipment to FloWater”.