Terms & Conditions
1. Terms and Conditions Controlling: These Terms and Conditions of Sale (“Terms and Conditions”) set forth the exclusive terms and conditions governing your purchase of hardware, software, and associated peripherals or services (“Products”) from Eden Water Technologies LLC pursuant to the Sales Agreement / Acknowledgment (“Agreement”). Neither these Terms and Conditions, nor any term or condition herein, may be amended, terminated, modified, rescinded, or waived except by a writing signed by a duly authorized officer of Eden Water Technologies LLC. All hardware, peripheral configurations, installations, any 3rd party product or service (non-Eden Water Technologies LLC item), and/or networking issues are solely your responsibility unless specified in writing on an Eden Water Technologies LLC Invoice.
2. Price and Payment Terms
2.1. Payment Obligation: Payment for all Products and services provided by Eden Water shall be made in U.S. Dollars in full and is due at the time of service or prior to the shipment of goods.
2.2. Forms of Payment: Payment can be made via bank transfer, credit card, cashier's check, money order, or cash. All checks must be made out to Eden Water Technologies LLC. In the event of a payment rejection or cancellation, immediate settlement of the outstanding debt via bank transfer is required.
2.3. Bad Check Policy: In the event of a dishonored check, Eden Water Technologies LLC reserves the right to cease accepting checks from the customer. Immediate settlement of the outstanding debt via bank transfer is required, and a $25 fee will be charged for each returned check, along with any associated costs. Additionally, a $1000 retainer may be required from the customer to ensure future payments. Failure to comply may result in legal actions being taken by Eden Water to recover the outstanding debt.
2.4. Non-Transferable: Payments made to Eden Water Technologies LLC for products, services, or any other transactions are non-transferable. They are intended solely for the purchasing entity and cannot be assigned or transferred to any other party without the explicit written consent of Eden Water Technologies LLC.
2.6. Non-Refundable: All payments made to Eden Water Technologies LLC are non-refundable unless otherwise specified in writing by Eden Water Technologies LLC. Refunds will only be issued in accordance with the refund policy stated in these Terms and Conditions or as required by applicable law.
Please note that payments made to Eden Water Technologies LLC are strictly non-transferable and non-refundable unless explicitly stated otherwise.
3. Warranty and No-Warranty Disclaimer
3.1. Limited Warranty: Eden Water Technologies warrants that the Products shall be free from defects in materials and workmanship for a period of 30 days. This limited warranty does not cover damages resulting from misuse, abuse, or unauthorized modifications to the Products. If the Products are found to be defective within the warranty period, Eden Water Technologies LLC will, at its option, repair or replace the defective Products.
3.2. No-Warranty Disclaimer: Except as expressly provided herein, Eden Water Technologies LLC makes no warranties, express or implied, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
4. Limitation of Liability
4.1. Liability Limitation: In no event shall Eden Water Technologies LLC be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption, however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Products or services, even if advised of the possibility of such damage.
4.2. Total Liability: In no event shall Eden Water Technologies LLC's total liability arising out of or related to the Agreement exceed the total amount paid by you for the Products or services that give rise to such liability.
5. Assignment and Severability
5.1. Assignment: The Agreement or any of the rights and duties thereunder shall not be assigned by you without Eden Water Technlogies LLC's written consent. The Agreement shall inure to the benefit of the parties’ successors and assigns.
5.2. Severability: Should any provision of the Agreement, these terms and conditions, or any provision of any contract resulting therefrom, be determined by a court of competent jurisdiction to be invalid, such shall in no way affect the validity or enforceability of any other provision hereof.
6. Shipping Clause and Shipping Crate
6.1. Shipping Policy: Shipping costs are due upon shipment and are typically not included in proposals or quotes. They will be added to the invoice at the time of shipment or prepared in a separate invoice.
6.2. Risk of Loss, Damage, or Delay: All Eden Water Technologies LLC shipments originate from our facilities or third-party suppliers. They are made as free-on-board (“FOB”) Las Vegas, NV. Eden Water Technologies LLC shall not be liable for any delay, damage, or loss occurring during shipment. Title and risk of loss of the Products shall pass to you upon delivery.
6.3. Shipping Crate Deposit: Eden Water Technologies offers a shipping crate made of high-quality materials to ensure that relevant equipment (The Paragon) arrives safely and securely. The client must pay for shipping costs at the time of shipping, along with a temporary payment of $1800 for the crate. Upon receipt of the crate, the customer must break down and stack it as detailed in the provided PDF instructions. Failure to do so may result in the full $1800 being charged. Once the crate has been properly prepared for return shipment, Eden Water will initially cover the shipping costs. After the crate is returned, inspected, and found to be in good condition, the customer will receive the $1800 deposit back, minus the associated shipping costs.
7. Paragon Startup Visits
7.1. Advance Payment: Paragon startup visits must be paid for in full in advance prior to travel. Payment for the visit shall be 100% of the total cost, as specified in the invoice provided by Eden Water Technologies.
7.2. Purpose of Visit: Paragon startup visits are intended to provide comprehensive assistance to the customer's staff regarding the operation and calibration of the Paragon system. This includes but is not limited to teaching staff about the system, calibrating the system, ensuring all components are working properly, testing by running water to zones, and helping verify recipes are being received as desired.
7.3. Separate Installation: If installation services are required during the Paragon startup visit, they shall be invoiced separately. The visit is primarily designed for system setup and calibration and may not encompass full installation. However, installation services can be combined with the startup visit if requested by the customer prior to the visit so arrangement can be made. Installation requires a 70% deposit prior to install, with the remaining 30% due upon completetion.
7. Intellectual Property Rights
7.1. Ownership: All intellectual property rights, including but not limited to trademarks, copyrights, and patents, associated with Eden Water Technologies' products and services are owned by Eden Water Technologies LLC.
7.2. Use of Intellectual Property: Customers are granted a limited, non-exclusive, non-transferable license to use Eden Water Technologies' intellectual property solely for the purpose of accessing and using the products and services provided. Any unauthorized use or reproduction of Eden Water Technologies' intellectual property is strictly prohibited.
8. Data Protection and Privacy
8.1. Data Collection: Eden Water Technologies collects and processes personal and sensitive information provided by customers in accordance with applicable data protection laws. This information may include but is not limited to names, contact details, payment information, and usage data.
8.2. Data Use: Personal information collected by Eden Water Technologies is used for the purpose of providing and improving products and services, processing transactions, and communicating with customers. Eden Water Technologies will not sell or disclose personal information to third parties except as required by law or with the customer's consent.
8.3. Data Security: Eden Water Technologies employs reasonable measures to protect the security and confidentiality of customer data, including encryption, access controls, and regular security assessments. However, customers acknowledge that no data transmission over the internet or electronic storage method is completely secure, and Eden Water Technologies cannot guarantee the absolute security of customer data.
9. Termination
9.1. Termination by Either Party: Either party may terminate the agreement upon written notice to the other party if the other party materially breaches any provision of the terms and conditions and fails to remedy such breach within a specified cure period.
9.2. Consequences of Termination: Upon termination of the agreement, all rights and obligations of the parties shall cease, except those provisions that expressly survive termination, such as confidentiality, intellectual property rights, and dispute resolution.
10. Force Majeure
10.1. Definition: Neither party shall be liable for any delay or failure to perform its obligations under the agreement due to unforeseeable circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government regulations.
11. Dispute Resolution
11.1. Mediation and Arbitration: Any dispute, controversy, or claim arising out of or relating to the agreement shall be resolved through mediation or arbitration by a neutral third party mediator or arbitrator appointed jointly by the parties.
11.2. Litigation: If mediation or arbitration fails to resolve the dispute, the parties agree to submit to the exclusive jurisdiction of the courts located in Clark County, Nevada for litigation.
12. Governing Law
12.1. Applicable Law: The agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles.
13. Amendments
13.1. Amendment Procedure: Any amendments or modifications to the terms and conditions shall be made in writing and signed by authorized representatives of both parties.
14. Confidentiality
14.1. Non-Disclosure: Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed by either party during the course of the agreement. This includes, but is not limited to, trade secrets, business plans, customer lists, financial information, and any other information designated as confidential. Neither party shall disclose such information to any third party without the prior written consent of the disclosing party.
14.2. Exceptions: The confidentiality obligations set forth herein shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without reference to the disclosing party’s confidential information; or (d) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
14.3. Survival: The obligations of confidentiality shall survive the termination or expiration of the agreement for a period of 5 years.
14.4. Remedies: In the event of any breach or threatened breach of this confidentiality provision, the disclosing party shall be entitled to seek injunctive relief and any other available remedies at law or in equity.
Disclaimer: This document represents the entire agreement between you and Eden Water Technologies LLC regarding the subject matter herein and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No modification of these terms will be binding unless in writing and signed by an authorized representative of each party. Failure by Eden Water Technologies LLC to enforce any provision of this agreement will not be deemed a waiver of future enforcement of that or any other provision. If any provision of this agreement is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this agreement will remain in full force and effect. The headings and captions in this agreement are for convenience only and do not define, limit, or affect the scope or interpretation of this agreement.