This Technology Use Agreement (“Agreement”) governs Customer’s use of the Shaft. This Agreement is between Chemical Reduction Solutions LLC, a Delaware limited liability company (“CRS”) and you (hereinafter “Customer”). CRS and Customer may also be referred to herein individually as “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined herein have the respective meanings designated in Section 12. The “Effective Date” is the date Customer accepts the terms of this Agreement in connection with ordering the Shaft (for purchase or rent).

1. USE OF THE SHAFT

Customer acknowledges that CRS or its Affiliates may review Customer’s use of the Shaft for the purpose of verifying Customer’s compliance with this Agreement. Customer agrees that its use of the Shaft is not contingent on any future functionality or features, or dependent on any oral or written statements made by CRS or any of its Affiliates regarding functionality or features.

2. USE OF THE SHAFT

Customer’s Responsibilities. Only Authorized Users are permitted to access and use the Shaft. Customer acknowledges that CRS and its Affiliates may directly or indirectly contact Customer and Authorized Users in connection with CRS’s and its Affiliates’ providing the Shaft. Customer shall be solely responsible for (a) Authorized Users’ compliance with this Agreement; (b) installation and ongoing monitoring of systems impacted by the Shaft; and (c) ensuring that the Shaft is not used in any manner that poses a risk to property or health and human safety. Customer shall follow all requirements under applicable law. Customer shall notify CRS promptly upon learning of any unauthorized use of, or access to, the Shaft.

Restrictions. Customer shall not and shall not permit others to (a) make the Shaft available to any third party other than Customer or Authorized Users; (b) use the Shaft to exploit any CRS Intellectual Property Rights except as otherwise expressly permitted under this Agreement; (c) produce or manufacture any nanobubble generating device; (d) access the Shaft in order to develop a competitive product or service or benchmark with a non-CRS product or service, or to otherwise exploit for competitive purposes; (e) subject to applicable law, reverse engineer, copy, or modify the Shaft or any component of the Shaft; (f) use the Shaft for any improper, fraudulent, or other non-legitimate business purpose; (g) use the Shaft in a way that could be considered harmful, dangerous, or otherwise objectionable in CRS’s reasonable discretion; or (h) use the Shaft in violation of applicable law.

3.FAILURE TO MAKE RENTAL PAYMENTS AND/OR RETURN SHAFT AT CONCLUSION OF RENTAL

 

If Customer fails to either (a) make a rental payment during the term of any rental by the Customer of a Shaft and/or (b) return a Shaft at the conclusion of any applicable rental period, CRS shall be entitled to charge the credit card on file in an amount equal to 24 monthly rental payments. Upon the occurrence of the foregoing, the Customer shall remain obligated to return any applicable Shaft to the maximum extent permitted by applicable law.

4. USAGE VERIFICATION

Usage Verification. No more than once annually, CRS’s management team may initiate an offsite “Usage Review” by requesting copies of records evidencing Customer’s usage of the Shaft and other reasonable substantiation. Customer shall provide such records within fifteen (15) business days, or such other mutually agreeable time frame, of CRS’s written request. Customer shall reasonably cooperate with and assist CRS or its Affiliates, as applicable, in such review and verification of Customer’s usage of the Shaft.

5. PROPRIETARY RIGHTS AND LICENSES

Ownership; Reservation of Rights. All CRS Intellectual Property Rights, including Intellectual Property Rights in the Shaft and CRS’s Confidential Information, are and will remain owned exclusively by CRS and its Affiliates, as applicable. Ownership in all derivatives, modifications, new functionalities, enhancements, and customization related to the Shaft created by or on behalf of CRS, as well as recommendations, suggestions, proposals, ideas, improvements, or other feedback, will immediately vest in CRS upon creation or communication to CRS, as applicable. Nothing in this Agreement will preclude or limit CRS from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Shaft. Other than as expressly set forth in this Agreement, no license or other rights in or to the Shaft or other CRS Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to CRS and its Affiliates.

Use of CRS Logos. Use of CRS’s logos, and all other CRS trademarks, service marks, product names, and trade names of CRS, is not allowed, unless expressly notified.

Statistical Usage Data. CRS and its Affiliates may collect, use, and otherwise process usage data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, for the purpose of improving CRS’s products and services.

5A. Non-Disclosure and Non-Compete Enhancements

Notwithstanding any provision to the contrary within this Agreement, CRS expressly commits to the utmost standards of confidentiality and fair competition. Accordingly, CRS agrees to the following conditions:

Confidentiality of Sensitive Information: CRS, its Affiliates, and its subprocessors shall not share, disclose, or otherwise make accessible any sensitive information related to work history, product usage history, pricing details, or any other confidential data provided by Customer under this Agreement with any competitors or third parties, except as strictly required for providing the Shaft outlined herein or under a lawful order.

Non-Solicitation of Clients: CRS agrees not to solicit, engage, or attempt to engage in any form of business activity with any of Customer’s clients, as directly identified or made known to CRS through the course of this Agreement, without the express written consent of Customer. This non-solicitation agreement shall remain in effect during the term of this Agreement and for a period of one year following its termination or expiry.

Protection of Customer Relationships: CRS further commits not to undertake any actions or activities that could reasonably be construed as an attempt to entice or encourage any of Customer's clients to reduce or cease doing business with Customer.

5B. Exemptions from Non-Solicitation Obligations

Notwithstanding the restrictions imposed by the Non-Solicitation of Clients clause:

Direct Contact by Customer's Clients: In the event that a client of Customer directly contacts CRS for the provision of services or goods, CRS shall not be deemed in violation of this Agreement's non-solicitation or confidentiality provisions, provided that CRS did not engage in any direct or indirect solicitation or actions encouraging such contact. CRS agrees to notify Customer of any such direct contacts within a reasonable timeframe, ensuring transparency in its communications and activities related to Customer's clients.

Public Requests for Proposals: Should CRS respond to a public request for proposal (RFP) where the potential engagement could be viewed as in competition with Customer, CRS shall not be held responsible for violating the non-compete or non-solicitation provisions of this Agreement, provided that:
The RFP is public and accessible by any entity in a similar line of business as CRS.

CRS's response to the RFP is conducted in a manner consistent with standard industry practices and does not involve the use of confidential information obtained from Customer under this Agreement.

6. CONFIDENTIALITY

Definition of Confidential Information. “Confidential Information” means all information or data disclosed by a Party or any of its Affiliates (as applicable, the “Disclosing Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed in connection with the Shaft. Confidential Information includes, with respect to a Party, any technical, financial, economic, marketing, strategic, business, product, design, or operational information, including the terms of this Agreement, of such Party. Confidential Information does not include any information that (w) is or becomes generally known to the public without breach of this Agreement or any other agreement by the Party receiving information or any of its Affiliates (as applicable, the “Receiving Party”); (x) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (y) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (z) was independently developed by the Receiving Party without use of or reference to any Confidential Information.

Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein (“Authorized Recipients”). Neither Party shall disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel, and accountants without the other Party’s prior written consent, on condition that a Party that makes any such disclosure to its Affiliate, legal counsel, or accountants shall remain responsible for such Affiliate’s, legal counsel’s, accountants’, and Authorized Recipients’ compliance with this “Confidentiality” Section.

Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or legal process to do so, on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the compelled disclosure. If the Receiving Party is compelled by law to disclose Confidential Information as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS

General Warranty. Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.

Disclaimers. Except as expressly provided herein, neither Party or its licensors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. CRS does not warrant that Shaft will be error-free or uninterrupted, will meet Customer’s requirements or expectations.

8. INDEMNIFICATION

Customer shall defend any claim or regulatory action brought against CRS by a third party to the extent such claim relates to the Customer’s use of the Shaft. If a third party makes such a claim against CRS, Customer shall pay all damages (including reasonable attorneys’ fees) finally awarded against CRS or the settlement agreed to by Customer with respect to such claim. This indemnity states Customer’s entire liability, and CRS’s exclusive remedy, for any third-party claims as described in this Section 8.2.

Procedure. The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.

9. LIMITATION OF LIABILITY

Exclusion of Damages. To the extent arising out of or related to this Agreement, neither Party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, or business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such Party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.

Limitation of Liability. A Party’s and its respective Affiliates’ aggregate cumulative liability for all damages arising out of or related to this Agreement will not exceed the applicable Fees paid or payable to CRS for the purchase or rental of the Shaft and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this Section 9.2 will not apply to (a) Customer’s obligations to pay Fees due under this Agreement; (b) Customer’s breach of Sections 2.1 or 2.2; (c) amounts finally determined pursuant to either Party’s indemnity obligations under Section 8; or (d) either Party’s gross negligence, willful misconduct, or fraud. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

10. TERM AND TERMINATION

Term of Agreement. This Agreement will begin on the Effective Date and continue until terminated as permitted herein (the “Term”).

Suspension. In the event of Customer’s or an Authorized User’s breach of this Agreement, including without limitation for Non-Payment Suspension or violation of the restrictions in Section 2.2, CRS may, in its reasonable discretion, suspend Customer’s or an Authorized User’s access to or use of the Shaft. Notwithstanding the foregoing, CRS shall use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify Customer and the Authorized User via email before taking the foregoing actions.

Surviving Provisions. The Sections titled “Fees and Payment, ” “Proprietary Rights and Licenses, ” “Confidentiality, ” “Representation, Warranties, Exclusive Remedies, Disclaimers, ” “Term and Termination, ” “Indemnification, ” “Limitation of Liability, ” and “General Provisions” (with the exception of 11.1(a)) will survive any termination of this Agreement.

11. GENERAL PROVISIONS

Publicity & Searchability Options. Customer grants CRS the right to use Customer’s company name and logo as a reference for promotional purposes, subject to Customer’s trademark usage guidelines that are provided to CRS.

Export Control. Each Party shall comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Shaft. Without limiting the foregoing, (a) each Party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to jurisdiction of U.S. Export Controls (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity; and (b) Customer shall not, and shall ensure that Authorized Users do not, violate any Export Control and Sanctions Laws and Regulations, or cause any such violation to occur.

Anti-Corruption. Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other Party in connection with this Agreement. Reasonable gifts, entertainment, sponsorships, and donations do not violate the above restriction.

Dispute Resolution. The Parties shall attempt in good faith to promptly resolve any disputes arising out of or relating to this Agreement by negotiation between representatives of each Party with the authority to resolve such dispute. If the Parties are unsuccessful, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither Party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either Party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. The Parties waive the right to participate in a class, consolidated, or representative action or arbitration, and the right to a trial by jury. If this class action waiver is deemed unenforceable, the class claim will be brought in a court of competent jurisdiction.

Arbitration will be conducted in English and administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution at the location set forth in Section 11.5. Except as required by law, neither Party nor its representatives may disclose the existence, content, or results of any arbitration without the other Party’s prior written consent.

The arbitrator is not empowered to award damages in excess of compensatory damages and each Party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with this Agreement and will be binding upon the Parties. Each Party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both Parties. This Agreement governs if there is a conflict with the International Arbitration Rules of the International Centre for Dispute Resolution.

‍Notices. Notices to Customer will be delivered via email or overnight delivery at the address provided by Customer to CRS. Notices to CRS will be delivered via email to stephen@chemicalreduction.com. All notices must be in writing and will be effective when received.

‍Force Majeure. Neither Party will be responsible or liable for any failure or delay in its performance under this Agreement (except for payment of Fees, which may be delayed but not excused) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event For the avoidance of doubt, issues relating to COVID-19 will not be considered a Force Majeure Event.

‍Assignment. Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party’s prior written consent, not to be unreasonably withheld, and any purported assignment will be void. However, either Party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment will not relieve Customer of its obligation to pay Fees incurred before the assignment.

‍Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

‍Entire Agreement. This Agreement contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. This Agreement may only be amended or waived by a writing signed by both Parties.

Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of laws provisions.

‍Miscellaneous. If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force. The English language version of this Agreement will be the version used when interpreting or construing this Agreement. Any notices in connection with this Agreement must be provided in English. Either Party’s failure to enforce any right under this Agreement will not waive that right. There are no third-party beneficiaries to this Agreement, and Customer acknowledges that CRS will have no obligations or liability whatsoever to any third parties with which Customer does business.

12. DEFINITIONS

“Affiliate” means an entity that controls, is controlled by, or is under common control of a Party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.

“Authorized User” means any individual or agent authorized by CRS to access or use the Shaft. Customer shall provide the name and location of the end-use of the Shaft and CRS shall provide written confirmation that such party is an Authorized User prior to use thereof.

“Export Control and Sanctions Laws and Regulations” means all laws and regulations under applicable law controlling or regulating the export, re-export, or (in-country) transfer of goods, technology, software, or services, or those that impose other trade or financial sanctions against targeted countries, territories, individuals, or entities.

"Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.

“Shaft”: means each ionization enhanced nanobubble generator purchased or rented by the Customer from CRS.