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Sustainable water technology.

Terms of Use

SOURCE GLOBAL, PBC SALES TERMS & CONDITIONS

Last Updated: June 26, 2024

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY BECAUSE IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE BINDING ARBITRATION PROVISION BELOW.

These Terms and Conditions (these “Terms”) are incorporated by reference into the SOURCE® Online Sales Transaction (the “Online Sales Transaction”) amongst you, the Customer, as identified in the Billing Details in your Online Sales Transaction (“you” or “Customer”); and Source Global, PBC (together with its affiliates, successors, and assigns, “SOURCE”, “we”, or “us”). Customer and SOURCE are each a “Party” and collectively referred to as the “Parties”. The effective date of these Terms is the date you completed your Online Sales Transaction (the “Effective Date”). SOURCE   agrees to sell to you, and you agree to buy one or more SOURCE Hydropanel(s)®, an innovative technology that is free of infrastructure and provides clean, safe, high quality, renewable drinking water (each a “SOURCE Hydropanel”® and collectively the “SOURCE Hydropanel(s)”®). The SOURCE Hydropanel(s)® will be installed at the address identified in the Billing Details in your Online Sales Transaction (the “Property” or your “Home”). Each SOURCE Hydropanel® comes with a Manufacturer’s Limited Warranty (the “Limited Warranty”). A copy of the current Limited Warranty is included in these Terms as Exhibit A. Among other terms and conditions, the Limited Warranty is conditioned upon the SOURCE Hydropanel® being installed at the Property by an installer that is either SOURCE or that is certified by SOURCE to install SOURCE Hydropanel(s)® (an “Authorized Installer”). A list of Authorized Installers is maintained and updated by SOURCE and will be emailed to you at your request. If you have any questions regarding your Sales Agreement or these Terms, please contact SOURCE at (855)-796-9283 or support@source.co.

SOURCE reserves the right, at any time, to modify, alter, or update these Terms without prior notice. Modifications shall become effective immediately upon being posted to the SOURCE website, which shall indicate the last date these Terms were updated.

Price & Payment

You shall purchase the SOURCE Hydropanel(s)® from SOURCE at the prices on the Effective Date of the Online Sales Transaction. All prices for the SOURCE Hydropanel® are exclusive of, and you are solely responsible for and shall pay, all sales, use, excise, or similar taxes, customers, tariffs, and duties applicable to the sale, storage, shipment, or use of the SOURCE Hydropanel(s)®. The purchase price includes the costs of installation of the SOURCE Hydropanel(s), the Limited Warranty, and one year of Maintenance as described herein. You may elect to purchase a one-time, one-year Limited Warranty extension only at the time of the Online Sales Transaction.  You may also elect to purchase additional maintenance plans annually, so long as the new Maintenance Plan is purchased, and payment is made in full at least thirty (30) days prior to the expiration of the then-current Maintenance Plan. You will be responsible for working with SOURCE and/or an Authorized Installer to arrange for delivery and installation of the SOURCE Hydropanel(s)®. You shall provide payment to SOURCE according to the payment terms provided by SOURCE at the time of purchase. All payments to SOURCE must be made in U.S. Dollars via wire transfer or automated clearinghouse (“ACH”), valid credit card, or other funds transfer method as specified by SOURCE. SOURCE may charge interest at one percent (1%) per month on any late payment by you.

Force Majeure

Unless otherwise specified in this Section, neither Party shall be in breach of these Terms or responsible for damages caused by delay or failure to perform in full or in part its obligations under these Terms for reasons outside its reasonable control, including:  fire, earthquake, unseasonably severe weather, government sanctioned embargo, flood, act of God, war, terrorism, piracy, epidemic, pandemic, act (or delay in acting) of any public authority or sovereign government (including government delays in issuing required permits not caused by the affected Party), civil disorder, delay or destruction caused by public carrier, curtailment of transportation facilities or strikes, labor unrest or other industrial action not caused by the affected Party (each a “Force Majeure Event”).   Notwithstanding the foregoing, a Party shall not be relieved from an obligation to pay the amount due and previously incurred under these Terms or the Online Sales Transaction by reason of a Force Majeure Event. A Party shall notify the other Party as soon as reasonably practical after it becomes aware that its obligations under these Terms are or will be affected by a Force Majeure Event. The affected Party shall exercise commercially reasonable efforts to mitigate the effects of any Force Majeure Event and shall resume performance of its affected obligations as soon as reasonably practical after the cessation of the event. If SOURCE is the Party claiming relief in respect of a Force Majeure Event and SOURCE is the installer, then in addition to the requirements of this Section, SOURCE shall comply with the provisions in the section Change Orders for unanticipated changes. If a Force Majeure event prevents the performance of the Work (as defined below) for a continuous period of 6 months, then either Party shall have the right to cancel the Online Sales Transaction upon ten (10) days written notice.  

Right to Refund; Cancellation Periods

Customer Cancellation Period. At any time on or prior to the third (3rd) business day following the Effective date (the “Customer Cancellation Period”), you have the right to cancel the Online Sales Transaction for any reason and receive a refund of the portion of the purchase price that you paid prior to cancellation. In order to exercise your right to cancel, you must notify SOURCE in writing via email at support@source.co before the expiration of the Customer Cancellation Period. The Customer Cancellation Period will be extended to the legally applicable period in any jurisdiction that requires a longer Customer Cancellation Period. If you refuse delivery, SOURCE has no obligation to refund any amounts paid prior to such refusal.

SOURCE Cancellation Period. At any time on or prior to the delivery of the SOURCE Hydropanel(s)® and transfer of title in the SOURCE Hydropanel(s)® to you, SOURCE has the right to cancel the Online Sales Transaction for any reason (the “SOURCE Cancellation Period”). If SOURCE cancels the Online Sales Transaction during the SOURCE Cancellation Period, then SOURCE will refund you any portion of the purchase price that you paid to SOURCE prior to cancellation. 

Cancellation Outside of a Cancellation Period. The Online Sales Agreement may be cancelled following the expiration of a Cancellation Period in accordance with the provisions within these Terms or the Online Sales Agreement, as applicable. 

Shipment

You shall be responsible for the cost of shipping your SOURCE Hydropanel(s)® to your Property or Home, which shipping cost shall be set forth in your Online Sales Transaction. Title and risk of damage to or loss of the SOURCE Hydropanel(s)® shall pass to you upon delivery by SOURCE to your Property. Any shipment dates provided by SOURCE are acknowledged to be estimates only, and SOURCE shall not be liable for shipping delays.

Intellectual Property

You acknowledge and agree that the SOURCE Hydropanel® is subject to patents and/or patents pending and the SOURCE Hydropanel®, the SOURCE Hydropanel® design and any literature pertaining thereto (including, without limitation, sales literature and manuals), and any and all intellectual property rights therein, any modifications or additions thereto and all related materials are proprietary to SOURCE and/or its licensors. You further acknowledge and agree that as between you and SOURCE, SOURCE owns all right, title and interest in and to any and all intellectual property rights in and to the SOURCE Hydropanel®, including any derivative works, modifications, enhancement, or additions thereto, whether made by SOURCE or any other person (collectively, the “SOURCE Hydropanel IP”). You acknowledge and agree that no rights in any SOURCE Hydropanel IP are assigned by SOURCE pursuant to the Online Sales Transaction or these Terms. Nothing in the Online Sales Transaction or these Terms shall be deemed to grant you any right or license to (a) reverse engineer, decompile, disassemble or otherwise copy the SOURCE Hydropanel® or the SOURCE Hydropanel IP or any part thereof, or (b) use the SOURCE Hydropanel® for purposes of: (i) benchmarking or competitive analysis of the SOURCE Hydropanel®; (ii) developing, using or providing a competing product or service; or (iii) any other purpose that is to SOURCE’s detriment or commercial disadvantage. In the event any inventions or improvements are made or contributed to the SOURCE Hydropanel® by you, you agree that all such inventions, improvements, and all intellectual property rights underlying such inventions and improvements, shall be and are hereby irrevocably assigned to SOURCE. You agree to execute and deliver to SOURCE all further documents and instruments, and to take any and all further acts as requested by SOURCE to give full force and effect to this provision, to perfect the foregoing assignment and to further evidence the intentions of the Parties with respect thereto.

Use of Names and Marks

You represent, warrant, and covenant that you shall not use, refer to, publish, copy, or otherwise designate, either orally or in writing, any logo, trademark, service mark, or trade name of SOURCE (“Marks”). Furthermore, you shall not: (a) use any mark that is confusingly similar to the Marks; (b) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the SOURCE Hydropanel® or the Marks; (c) misappropriate any of the Marks; or (d) alter, obscure, or remove any Marks, copyright notice, or other proprietary rights notice on the SOURCE Hydropanel®, documentation or other materials provided by SOURCE.

Data Collection

You understand and agree that SOURCE may collect data and information regarding the performance of the SOURCE Hydropanel®, on a continuous or intermittent basis, through a wireless transmission system within the SOURCE Hydropanel®, which will include the geo-location of the SOURCE Hydropanel® in a manner consistent with local laws and regulations. Such data shall be considered SOURCE Hydropanel IP hereunder. SOURCE shall be free to utilize such data without restriction.

YOUR OBLIGATIONS.

SOURCE Hydropanel(s)®, Home and/or Property Maintenance

You agree to: (1) only have the SOURCE Hydropanel® shipped, stored, delivered and installed by SOURCE, or an Authorized Installer, unless otherwise arranged or agreed to by SOURCE; (2) work with SOURCE or an Authorized Installer to confirm the suitability of the Property or your Home (including, without limitation, the roof, if applicable) for the construction, installation and maintenance of the SOURCE Hydropanel®; (3) work with SOURCE or an Authorized Installer to identify, apply for and receive all necessary zoning, land use and building permits for the construction, installation and operation of the SOURCE Hydropanel®; (4) if your home is governed by a home owner’s association or similar community organization, obtain all approvals and authorizations for the SOURCE Hydropanel® required by that organization and advise us of any requirements of that organization that will otherwise impact the SOURCE Hydropanel®, its installation or maintenance; (5) only have the SOURCE Hydropanel® maintained pursuant to the Limited Warranty and reasonably cooperate when maintenance is required; (6) be responsible for any conditions at your Home that affect the installation (e.g., blocking access to the roof, or removing a tree that is in the way, prior work you have done on your home that was not permitted); (7) not remove any markings or identification tags on the SOURCE Hydropanel®; (8) permit SOURCE, after we give you reasonable notice, to inspect the SOURCE Hydropanel® for proper operation if SOURCE reasonably determines that such inspection is necessary; (9) not do anything, or permit or allow to exist any condition or circumstance that would cause the SOURCE Hydropanel® not to operate as intended at your Home or the Property; and (10) notify SOURCE if you think the SOURCE Hydropanel® is damaged or appears unsafe, or if the SOURCE Hydropanel® is stolen.

No Alterations

You understand and agree that if any modifications, improvements, revisions or additions are made to the SOURCE Hydropanel® or if any other prohibited actions listed in the Limited Warranty are taken (collectively “Alterations”), the Limited Warranty for the SOURCE Hydropanel® is voided unless such Alterations are approved in advance in writing by SOURCE.

Not authorized to resell

You understand and agree that you are not authorized to resell the SOURCE Hydropanel(s)® or otherwise set yourself out as being an authorized seller of SOURCE® products.  Any unauthorized transfer, relocation or resale of the SOURCE Hydropanel(s)® shall automatically void the warranty and the Maintenance Plan, if applicable. 

Installation; Installation Guide and SOURCE Hydropanel® Instructions

You shall be solely responsible for the security, placement, maintenance, cost, and operation of the SOURCE Hydropanel® in accordance with the Installation Guide provided to your Authorized Installer, the User Manual provided to you with the SOURCE Hydropanel®, any SOURCE Hydropanel® warnings, and other related documentation provided by SOURCE (collectively, the “Instructions”), which may be updated from time to time. Without limiting the generality of the foregoing, it is your sole responsibility to (a) engage an Authorized Installer to install the SOURCE Hydropanel® in accordance with all the Instructions if SOURCE is not the installer, (b) obtain, document, and pay for any rights or permits which may be needed to install, operate and/or maintain the SOURCE Hydropanel®, (c) obtain the equipment necessary to operate the SOURCE Hydropanel®, if any, and (d) operate the SOURCE Hydropanel® pursuant to the Instructions. Prior to installation, you must work with SOURCE to install the SOURCE Hydropanel(s)® or engage another Authorized Installer for the SOURCE Hydropanel(s)®. If you do not engage SOURCE or another Authorized Installer to install or repair the SOURCE Hydropanel® and you do not comply with all Instructions, you waive all warranties and claims under these Terms or the Online Sales Transaction, and the Limited Warranty attached as Exhibit A shall be void.

SOURCE As Installer

If SOURCE is performing the installation of the SOURCE Hydropanel(s)® then the following terms apply.

Installation Work. SOURCE shall install the SOURCE Hydropanel(s)® and associated equipment identified in the Online Sales Transaction at your Home or Property (the “Work”). SOURCE will ensure that all persons engaged by it in the performance of the Work are suitably experienced, qualified and licensed to perform the Work in the jurisdictions where the Work is performed, whether they be employees, agents or Subcontractors. SOURCE shall at all times be responsible for the activities of its employees in the performance of the Work. 

Subcontractors. SOURCE may engage subcontractors to perform any part of the Work (each a “Subcontractor”); provided that SOURCE shall remain fully responsible for their performance and compliance with these Terms. Subcontractors performing the Work on SOURCE’s behalf will be required to maintain the insurance coverage with limits commensurate with their scope of work.  SOURCE will be solely responsible for paying Subcontractors and for managing and coordinating their work or services.

Location Access. Customer shall ensure that SOURCE has reasonable and timely access to the Home or Property to enable the performance of the Work and the fulfillment of SOURCE’s obligations under these Terms. SOURCE shall have discretion over work hours and the scheduling and sequencing of the Work, subject to the requirements of any permit or applicable law in the jurisdiction where the Home or Property is located.  

Permits.  Customer is responsible for all permitting unless otherwise agreed in writing by SOURCE.  Customer shall timely obtain, maintain, and pay for any permits necessary or required for SOURCE to perform the Work or for Customer to own and operate the SOURCE Hydropanel(s)®, including all environmental, zoning, and other use development and permits.  Customer shall provide SOURCE with copies of all permits to the extent they are necessary for SOURCE to fulfil its obligations under these Terms. 

Unforeseen Site Conditions. If SOURCE discovers (A) natural conditions at the Home or Property, including fossils; (B) man-made conditions at the Home or Property (including artifacts of historical, cultural, archaeological, religious or similar significance); (C) conditions at the Home or Property that materially differ from the Customer-provided information relating to the Home or Property; or (D) the habitat of an endangered or protected species as provided by law at the Home or Property, and those conditions could not have been discovered by SOURCE prior to the Effective Date either because: (i) Customer did not give SOURCE access to the Home or Property to perform Home or Property diligence prior to the Effective Date; or (ii) such conditions could not have been discovered by a reasonable contractor after a Home or Property inspection conducted in accordance with Prudent Industry Practices (in each case an “Unforeseen Site Condition”), then SOURCE shall be entitled to change the location and Customer shall be responsible for costs associated with such change.   

Other Obligations. SOURCE shall: (i) notify Customer before its agents, employees or Subcontractors mobilize to the Home or Property to perform the Work; (ii) maintain the Home or Property in a clean and orderly fashion, and in similar fashion to the Home or Property condition prior to installation, free of installation related waste materials, debris, and rubbish during installation; and (iii) properly dispose of (and to the extent practicable, recycle) all shipping materials and cardboard boxes. For the avoidance of doubt, at no time is SOURCE responsible for removal, organization, or disposal of any pre-existing materials, debris, or rubbish at the Home or Property.

Use of Utilities.  Customer agrees to provide, at no cost to SOURCE, any temporary power, task lighting and other utilities required to perform the Work.

Change Orders. All changes, additions, deletions, or revisions in the Work that purport to adjust the time or cost for SOURCE to perform the Work shall be documented in a written change order agreed upon and signed by both Parties in order to be valid (a “Change Order”).   

Customer Requested Changes.  Customer may request a Change Order within the general scope of and consistent with these Terms and the Online Sales Transaction.  If any changes, additions, deletions, or revisions in the Work proposed by Customer will increase SOURCE’s costs or time required to complete the installation, SOURCE shall be entitled to an equitable adjustment to the purchase price.  SOURCE shall claim such relief in writing in the form of a proposed Change Order after becoming aware of the impact of the event or circumstance giving rise to the relief claimed on the performance of the Work, including adjustments to cost to which SOURCE believes it is entitled, accompanied by appropriate documentary evidence to support the claim.  SOURCE will be under no obligation to proceed with any changes, additions, deletions, or revisions to the Work ordered by Customer under this Section unless such changes, additions, deletions, or revisions, and any corresponding changes to the purchase price are documented in a Change Order.

Pricing of Change Orders. Unless otherwise agreed by the Parties and set forth in the applicable Change Order, all adjustments to the purchase price for Change Orders shall be made on a cost-plus basis with a fixed mark-up of 15% for SOURCE’s administration and overheads. 

Work During Disputes Regarding Changes.  If Customer disputes a proposed adjustment to the purchase price that is quoted or claimed by SOURCE in accordance with the above and requires SOURCE to proceed with changed or extra work pending resolution of the dispute, Customer shall notify SOURCE in writing.  In such circumstances, SOURCE shall proceed with the changed or extra work and Customer shall pay for such changed or extra work in accordance with the Pricing of Change Orders Section, pending resolution of such dispute.  Except as set out in this Section, SOURCE will be under no obligation to proceed with any changed or extra work until SOURCE and Customer have executed a mutually acceptable Change Order describing the required change and the agreed adjustments to the purchase price.

Suspension by Customer for cause.  Customer may direct SOURCE to suspend the Work, or any portion or activity thereof, if SOURCE or any of its employees or Subcontractors are performing the Work in an unsafe manner or not in accordance with any applicable law. If Customer directs a suspension of the Work under this Section, SOURCE will immediately take steps to rectify the unsafe or unlawful conduct or practice at its cost. SOURCE shall not resume the Work until it has demonstrated to Customer’s reasonable satisfaction that the breach or unsafe conduct or practice has been remedied. 

Suspension by SOURCE due to Hazardous Materials. If SOURCE encounters any Hazardous Materials (as defined below) or identifies any other unsafe environmental condition at the installation location on the Customer’s Home or Property, SOURCE shall so notify Customer as soon as possible, and SOURCE may stop performing Work in the affected area without being in breach of its obligations hereunder until such time as Customer has properly abated and disposed of such Hazardous Materials and SOURCE has determined, in its sole discretion, that it is appropriate to resume performance of the Work.  “Hazardous Materials” include any hazardous or toxic wastes, materials or substances, and any other pollutants or contaminants.  This provision does not apply to Hazardous Materials that were brought onto the Home or Property by SOURCE or unsafe environmental conditions that were caused by SOURCE’s negligence.

Suspension by SOURCE due to Customer Breach.  If Customer breaches any of its material obligations under these Terms or the Online Sales Transaction, including its payment obligations, without limiting its other rights under these Terms or the Online Sales Transaction or at law, SOURCE may stop performing Work without being in breach of its obligations hereunder until such time as Customer’s breach is cured.

Consequences of Suspension by SOURCE.  If SOURCE suspends Work in accordance with these Terms, the purchase price shall be equitably adjusted for increases in cost and/or time caused by such suspension.  The adjustment to the purchase price may include, without limitation, (i) standby, storage and demobilization/remobilization costs incurred by SOURCE and (ii) SOURCE’s costs of capital invested in equipment comprising the installation project (whether manufactured by SOURCE or procured by SOURCE from a third party).  Any standby, storage, demobilization/remobilization and capital costs incurred by SOURCE resulting from a suspension or recommencement of Work under this shall be reimbursed by Customer within thirty (30) days after receipt of a demand therefore from SOURCE that includes reasonable documentation of SOURCE’s costs.

Maintenance Plan 

Each Hydropanel includes a one-year maintenance plan (the “Initial Maintenance Plan”). You may also elect to purchase an extension of the Maintenance Plan annually, so long as the new Maintenance Plan is purchased and payment is made in full at least thirty (30) days prior to the expiration of the then-current Maintenance Plan (each a “Renewal Maintenance Plan” and collectively the “Maintenance Plan”).  The following terms apply to the Maintenance Plan.

Maintenance. SOURCE agrees to perform the following maintenance (hereinafter referred to as the “Maintenance”) for Customer’s SOURCE Hydropanel(s)®: Regular remote monitoring of the SOURCE Hydropanel(s)® and one maintenance visit per year beginning on the later of the Effective Date of the Online Sales Transaction or the date of installation of the SOURCE Hydropanel(s)® (“Maintenance Commencement Date”). The annual maintenance visit includes replacement of depleted consumables at no additional cost to Customer; however, the cost of any replacement parts will be Customer’s responsibility. 

Maintenance Term.  The “Maintenance Term” for the Maintenance described above is one (1) year commencing on the Maintenance Commencement Date, unless otherwise terminated in accordance with these Terms. Both the Initial Maintenance Plan and each Renewal Maintenance Plan are for a one-year term, which may be renewed at least thirty (30) days prior to the expiration of the then-current Maintenance Term at the then-current list price.

Maintenance and Parts Not Included in the Maintenance. For any service visits or maintenance costs, including but not limited to, labor and replacement parts, which are not one of the Maintenance items listed above or covered by a valid warranty claim, SOURCE will invoice the Customer at the then-current list price.

Limited Warranty 

You understand that the SOURCE Hydropanel® is warranted solely under the Limited Warranty attached as Exhibit A, and that there are no other representations or warranties, express or implied, as to the merchantability, fitness for any purpose, condition, design, capacity, suitability or performance of the SOURCE Hydropanel® or its installation. Without limiting the foregoing, SOURCE makes no warranty with respect to your roof or any roof penetrations undertaken to install the SOURCE Hydropanel® (including whether such penetrations are watertight). You and your Authorized Installer are exclusively responsible for the installation of the SOURCE Hydropanel®, including all roof penetrations and whether the roof has the necessary structural integrity to support the weight and installation of the SOURCE Hydropanel®.

SOURCE OBLIGATIONS

SOURCE Hydropanel® Repair

SOURCE agrees to repair, or partner with an Authorized Installer to repair, the SOURCE Hydropanel® pursuant to the Limited Warranty and reasonably cooperate with you when scheduling repairs. 

General Disclaimer; No Performance Guarantee for Water Output or Water Quality

Except as expressly provided in these Terms, SOURCE hereby disclaims and you hereby waive all representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any warranty of merchantability or fitness for a particular purpose for the SOURCE Hydropanel®. Without limiting the generality of the foregoing, SOURCE makes no performance guarantee related to either (i) water output from the SOURCE Hydropanel® or (ii) water quality from the SOURCE Hydropanel® including, without limitation, with respect to water hardness, water taste, and water purity. For example, in addition to the minerals that the SOURCE Hydropanel® adds intentionally to enhance taste (e.g., calcium and magnesium), water produced by the SOURCE Hydropanel® may contain trace yet safe amounts of certain substances, including chemicals, microbes, dissolved solids or sediments. In addition, the SOURCE Hydropanel’s proprietary sterilization process that is designed to maintain the safety of the water stored within the SOURCE Hydropanel® is subject to proper installation, maintenance and the Limited Warranty. Further, SOURCE hereby disclaims any responsibility with respect to your roof having the necessary structural integrity to support the weight and installation of the SOURCE Hydropanel(s)®.

Limitation on Damages

SOURCE’s liability to you under the Online Sales Transaction and these Terms shall be limited to direct, actual damages only. You agree that in no event shall either Party be liable to the other for consequential, incidental, punitive, exemplary, special or indirect damages. SOURCE’s liability to you shall not exceed an amount equal to the purchase price as set forth in the Online Sales Transaction for the SOURCE Hydropanel(s)®. Without limiting the foregoing, damage to your home, belongings or property resulting from the installation of the SOURCE Hydropanel® are not the responsibility of SOURCE. The foregoing limitation shall not apply to liability arising from death or personal injury to persons in any jurisdiction where such limitation is prohibited by applicable law.

THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS OR WARRANTIES, AND LIMITATION OF REMEDIES SET FORTH IN THESE TERMS SHALL SURVIVE THE CANCELLATION OR EXPIRATION OF THE ONLINE SALES TRANSACTION.

Indemnification

To the fullest extent permitted by law, you shall indemnify, defend, protect, save and hold harmless SOURCE, its employees, officers, directors, agents, successors and assigns from any and all third party claims, actions, costs, expenses (including reasonable attorneys’ fees and expenses), damages, liabilities, penalties, losses, obligations, injuries, demands and liens of any kind or nature arising out of, connected with, relating to or resulting from your negligence, willful misconduct, or use of the SOURCE Hydropanel® inconsistent with the terms of the Online Sales Transaction and these Terms or a material breach by you of the Online Sales Transaction; provided, however, that nothing herein shall require you to indemnify SOURCE for its own negligence or willful misconduct. The provisions of this paragraph shall survive cancellation or expiration of the Online Sales Transaction.

Privacy/Publicity

You grant SOURCE the right to publicly use, display, share, and advertise the photographic images, project details related to the SOURCE Hydropanel®, price and any other non-personally identifying information of your project related to the SOURCE Hydropanel®. SOURCE shall not knowingly release any personally identifiable information about you or any data associating you with the project location. You may opt-out of these publicity rights by giving us written notice and emailing it to: support@source.co.

BINDING ARBITRATION

Last Update to Arbitration Provision: April 4, 2022

PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

This Binding Arbitration provision governs all Disputes between you and SOURCE. The term “Disputes” is to be given the broadest possible meaning that will be enforced and means any dispute, claim, or controversy of any kind between you and SOURCE or any of its affiliates that arise out of or in any way relate to (1) any product (including the SOURCE Hydropanel®) or service provided by or purchased from SOURCE; and (2) these Terms, including the validity, enforceability or scope of this Binding Arbitration provision (with the exception of the Class Action Waiver clause below), whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory. The term “Disputes” includes claims that arose or accrued before you assented to these Terms. If you have a Dispute with SOURCE that cannot be resolved through negotiation within the time frame described in the “Notice of Dispute” clause below, you and SOURCE agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Binding Arbitration provision, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

Exclusions from Arbitration

YOU AND SOURCE AGREE THAT THE ONLY DISPUTES NOT COVERED BY THIS PROVISION ARE (1) CLAIMS REGARDING THE INFRINGEMENT, PROTECTION OR VALIDITY OF SOURCE’S TRADE SECRETS, COPYRIGHT, TRADEMARK OR PATENT RIGHTS AND (2) CLAIMS YOU CHOOSE TO PURSUE IN SMALL CLAIMS COURT WHERE JURISDICTION AND VENUE OVER SOURCE AND YOU OTHERWISE QUALIFIES FOR SUCH SMALL CLAIMS COURT AND WHERE YOUR REQUEST DOES NOT INCLUDE A REQUEST FOR ANY TYPE OF EQUITABLE RELIEF.

Right to Opt-Out of Binding Arbitration and Class Action Waiver Within 30 Days

You have the right to opt-out and not be bound by this arbitration provision by sending written notice of your decision to opt-out to SOURCE at 1465 N Scottsdale Rd., Suite 600, Scottsdale, AZ 85257. The written notice must be postmarked within (30) days of the later of the date noted in the “Last Update to Arbitration Provision” or the Effective Date of your Online Sales Transaction. Your written notification must include: (1) your name, (2) your physical postal address, and (3) a clear statement that you do not wish to resolve disputes with SOURCE through arbitration. Otherwise, you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of this provision. If you opt-out of this arbitration provision, SOURCE also will not be bound by it. If you do not affirmatively elect to opt out as described above, your execution of the Online Sales Transaction will be deemed to be your irrevocable acceptance of this Binding Arbitration provision and any changes/updates to it.



Notice of Dispute

IF YOU HAVE A DISPUTE WITH SOURCE OR ANY OF ITS AFFILIATES, YOU MUST FIRST SEND WRITTEN NOTICE OF THE NATURE OF THE DISPUTE TO SUPPORT@SOURCE.CO TO GIVE SOURCE OR ITS APPLICABLE AFFILIATE THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If SOURCE or its applicable affiliate does not resolve your Dispute within sixty (60) days from receipt of written notice of the Dispute, you or SOURCE (or its applicable affiliate) may pursue your claim in arbitration pursuant to the terms in this provision.

Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY—IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS. Any disputes, claims or controversies, whether in arbitration or court, will be conducted only on an individual basis and not on behalf of, or as part of, any purported class, consolidated, representative or private attorney general proceeding. You further agree that you shall not participate in any class, consolidated, representative or private attorney general proceeding (existing or future) brought by any third party involving a Dispute. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated. The terms of this provision will be binding on you, your heirs, successors, and assigns.

Initiation of Arbitration Proceeding/Selection of Arbitrator

If you or SOURCE (or any of its affiliates) elect(s) to resolve your Dispute through arbitration, the party initiating the arbitration proceeding must initiate it with JAMS, http://www.jamsadr.com. The terms of this provision govern in the event they conflict with the relevant JAMS rules described below.

Arbitration Procedures

Because the sale of SOURCE Hydropanel(s)® involves interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. The arbitration shall be conducted by a single arbitrator. Except as otherwise provided in this Section, the arbitration shall be governed by the rules set forth in these Terms or the Online Sales Transaction and (1) for claims of less than $75,000, the arbitration shall be governed by the JAMS Streamlined Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated; and (2) for claims over $75,000, the arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated (JAMS rules are available at http://www.jamsadr.com/ or by calling JAMS at 1-800-352-5267).

SOURCE shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in connection with the arbitration including, but not limited to attorney’s fees and expert witness costs unless SOURCE is otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the JAMS Rules will govern payment of filing fees and arbitration fees. The decision of the arbitrator will be in writing and binding and conclusive on SOURCE and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees and expert witness costs. SOURCE and you understand that, absent this mandatory arbitration provision, SOURCE and you would have the right to sue in court and have a jury trial. SOURCE and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If your claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the JAMS Streamlined Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated.

Confidentiality of Arbitration Proceedings

Arbitration proceedings conducted pursuant to this provision shall be strictly confidential. The fact that an arbitration exists or is proceeding, the nature of the Dispute, all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, and any arbitration award shall remain confidential. The only exceptions to this confidentiality provision are disclosures reasonably necessary to confirm or vacate an arbitration award, a judicial challenge to an arbitration award or its enforcement, or disclosure that is required by operation of law or court order; provided, however, that this Paragraph shall not prevent the disclosure of such information (1) as may be required to your legal and financial advisors and independent accountants; (2) as may be required to SOURCE’s (a) legal, financial and other professional advisors, regulators, rating agencies, independent accountants, analysts, agents, and/or directors, (b) shareholders and/or affiliates and their respective officers, directors and legal, financial and other professional advisors, and/or (c) existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; and/or (3) as otherwise required to comply with any applicable law or regulation.

Location of Arbitration

You or SOURCE (or its applicable affiliate) may initiate arbitration in either Maricopa County, Arizona or the county in which you reside or have your principal office. In the event that you select the county in which you reside or have your principal office, SOURCE may transfer the arbitration to Maricopa County, Arizona in the event that SOURCE agrees to pay any additional fees or costs you incur as a result of the change in the arbitration location as determined by the arbitrator.

Severability

If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that specific clause will be severed from this provision, and the remainder of this provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, the entire Disputes Section will be unenforceable, and the Dispute will be decided by a court and you and SOURCE each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

Continuation

This Binding Arbitration provision shall survive any cancellation of the Online Sales Transaction and/or these Terms or the provision of any Service to you.

GOVERNING LAW AND JURISDICTION

THE PARTIES AGREE THAT THE LAWS OF THE STATE OF ARIZONA, USA, WITHOUT REGARD TO ITS CONFLICT OF LAW RULES, GOVERN THESE TERMS OR THE ONLINE SALES TRANSACTION AND ANY DISPUTES BETWEEN YOU AND SOURCE. ANY DISPUTE NOT SUBJECT TO ARBITRATION WILL BE LITIGATED EXCLUSIVELY BY EITHER PARTY IN A COURT OF COMPETENT JURISDICTION IN EITHER THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF MARICOPA OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Online Sales Transaction or these Terms.

Notices

All notices under these Terms or the Online Sales Transaction shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, overnight courier, or certified or registered mail, return receipt requested, to Customer and SOURCE at the applicable addresses set forth in the Online Sales Transaction.

Miscellaneous

The Online Sales Transaction and these Terms (a) shall be binding upon and shall inure to the benefit of the Parties and their heirs, personal representatives and permitted successors and assigns, (b) together contains the entire agreement of the Parties regarding the subject matter hereof, and (c) if any portion of the Online Sales Transaction or these Terms are held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. 

You shall not assign your rights or delegate your obligations under the Online Sales Transaction without the prior written consent of SOURCE. The Online Sales Transaction is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Online Sales Transaction or these Terms. No amendment to the Online Sales Transaction or these Terms shall be valid unless such amendment is made in writing and is signed by the authorized representative of the Parties. Each Party agrees not to export, directly or indirectly, any data acquired from the other Party or any SOURCE Hydropanel® utilizing such data to countries outside of the United States of America, which export may be in violation of the United States export laws or regulations or the laws and regulations of any other applicable jurisdiction.

EXHIBIT A
CURRENT FORM OF LIMITED WARRANTY

  1. Warranty Applicability. This SOURCE® Hydropanel Manufacturer’s One-Year Limited Warranty (“Warranty”) applies to SOURCE Hydropanel(s)® purchased from or supplied by SOURCE Global, PBC or its Affiliate (collectively, “SOURCE Global”) under a Purchase Order, Supply Agreement, Supply and Installation Agreement, Ambassador Agreement, or Online Sales Transaction (the “Sales Contract”) in which this Warranty is expressly stated to apply. This Warranty grants the original buyer under the Sales Contract (the “Buyer”) and qualifying End Users specific contractual rights. End Users may have other rights under applicable mandatory law. 
  2. Warranty. SOURCE Global warrants that the SOURCE Hydropanel(s)® purchased from SOURCE Global pursuant to the Sales Contract will be free from manufacturing defects in design, materials and workmanship that affect water production or quality under normal operating conditions for a period of one (1) year commencing on the date of installation of the SOURCE Hydropanel(s)® by SOURCE Global or a SOURCE® certified installer, unless the Sales Contract expressly provides otherwise (the “Warranty Term”). The Warranty Term may not be extended for any reason, except by written agreement of SOURCE Global or purchase of a one-time, one-year limited warranty extension at the time of the initial Sales Contract. 
  3. Who may make a claim under this Warranty? This Warranty is for the benefit of Buyer and each of its successors in interest to the ownership of the SOURCE Hydropanel(s)® during the Warranty Term (each an “End User”), and only Buyer or an End User may make a claim hereunder. 
  4. Remedies. SOURCE Global’s sole obligation, and the End User’s sole remedy, in respect of valid claims for manufacturing defects made under the Warranty shall be, at SOURCE Global’s option: (i) the repair or replacement of the SOURCE Hydropanel(s)® or components thereof that SOURCE Global has determined to be defective; (ii) supplementation of the capacity of the SOURCE Hydropanel® Field or System with additional equipment; or (iii) the provision of financial compensation to the claimant based on the depreciated value of the defective SOURCE Hydropanel® based on an initial market value equal to the price per SOURCE Hydropanel® in the Sales Contract and assuming straight-line depreciation over a 15-year term. 
  5. Claim Process. To make a claim under this Warranty you must call +1 (855) 796-9283 or email our Customer Service Department at support@source.co during the Warranty Term to obtain a Warranty Claim Number (“WCN”). No warranty service will be provided without a WCN. Upon receipt of a claim, SOURCE Global shall be entitled to inspect the SOURCE Hydropanel(s)® on site or require the claimant to send photographic evidence of the defect in lieu of having the SOURCE Hydropanel® or component returned to SOURCE Global for diagnostics and assessment. 
  6. Costs. SOURCE Global will pay for all shipping and handling and labor costs required to fulfill SOURCE Global’s obligations under this Warranty. Claimant will be responsible for paying any taxes and any import duties or fees. If SOURCE Global determines, in its reasonable judgment following an inspection of the Hydropanel, that a Hydropanel or component for which a defect claim is made was not defective or otherwise covered by the Warranty, the claimant must pay or reimburse SOURCE Global for any labor, replacement parts and shipping and handling costs incurred in respect of the Warranty claim. 
  7. Warranty Exclusions. This Warranty does not cover: (a) failure of or damage to the SOURCE Hydropanel(s)® or their components occurring for any reason after risk of loss to the SOURCE Hydropanel(s)® transfers to Buyer in accordance with the Sales Contract unless such failure or damage is caused by a manufacturing defect; (b) consumables or replacement of consumables (e.g. filters), or (c) corrosion and other aesthetic imperfections unless caused by a design defect and such defect materially affects water production or water quality. 
  8. Events that will Void the Warranty. In addition to any events that are listed in the Sales Contract, the occurrence of any of the following events shall immediately void this Warranty: (a) any modification or alteration of the SOURCE Hydropanel(s)®, other than by SOURCE Global or an Authorized Service Provider approved by SOURCE Global; (b) any operation, maintenance or use of the SOURCE Hydropanel(s)® that is not in accordance with SOURCE Global’s operation and maintenance manual; (c) any installation, maintenance or repair of a SOURCE Hydropanel® or component thereof not performed: (y) by SOURCE Global or an Authorized Service Provider, or (z) in accordance with SOURCE Global’s installation manual; (d) removal and relocation of the SOURCE Hydropanel(s)® from the original installation site authorized by SOURCE Global in the Sales Contract, unless otherwise agreed in writing by SOURCE Global; and (e) transfer, re-sale or re-export of the SOURCE Hydropanel(s)® in violation of U.S. export controls laws, as administered by the U.S. Department of Treasury, Office of Foreign Asset Control. 
  9. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE JURISDICTION WHERE THE HYDROPANELS ARE INSTALLED, THE REMEDIES DESCRIBED IN THIS WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND SOURCE GLOBAL’S ENTIRE LIABILITY FOR ANY BREACH OF THIS WARRANTY. SOURCE GLOBAL’S LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY BUYER FOR THE SOURCE HYDROPANEL(S)®, AND SOURCE GLOBAL HEREBY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. 
  10. Unavailability of Telecommunications. If the installation location does not have existing cellular or WIFI connections, or you have chosen not to have the System connected to WIFI/cellular, then SOURCE Global does not have any mechanism for off-site monitoring and, therefore, may not be aware of any malfunctioning SOURCE Hydropanel(s)® which may affect water quality and water production. SOURCE Global expressly disclaims any liability that may arise due to the unavailability of telecommunications, including water quality and water production issues. SOURCE Global or a local third-party provider will perform regular annual site visits for maintenance and consumables if a Maintenance Plan is entered into by the parties.