Unco Data Systems, Inc. Terms of Service.
The following Terms of Service (the “Terms”) govern Unco Data System, Inc.’s customer’s (“Customer”) use of the Platform (as defined below).
These Terms do not govern the provision of utilities or other services to the Customer and solely govern the Customer’s use of the online Platform.
This Agreement serves as a supplement to any Residential or Commercial Customer Agreement.
Last Modified: 4/12/2022
- 1. Access to Platform.
1.1 License Grant. Subject to the terms and conditions of the Agreement, Unco Data Systems, Inc. (“Unco”)
grants to Customer a non-exclusive, non-transferable, limited term, license to access and use the software applications,
portals, scheduling, software developed, owned and hosted by Unco found at https://www.mywaterwizzard.com (the “Platform”)
solely for Customer’s internal business purposes. Unco and its licensors reserve all rights in and to the Platform not
expressly granted to Customer. Customer will provide, at Customer’s location, hardware, software, and communications equipment
which will allow Customer to access and use the Platform. Customer will be responsible for providing all additional equipment and
internet connectivity at its own expense.
1.2. Updates. From time to time, Unco may make offer updates to the Platform, which will be governed by these Terms.
Unco is not responsible for performance of updates in connection with any unauthorized plugins installed by Customer.
Except as provided on an applicable Order Form, Unco is not obligated to provide any updates or other modifications to Customer.
Customer may purchase upgrades, which might include new features to the Platform for an additional fee not to exceed the then
current price of such upgrades offered by Unco.
1.3. Username and Password. Customers are required to choose a password and username when creating an account necessary to access
the Platform. Customer agrees to keep all usernames, passwords, IP addresses, and computer names strictly confidential,
and Customers is solely responsible for any liability or damages resulting from Customer’s failure to maintain confidentiality
of such information. Customer is also solely responsible and liable for all activities originating on Customer’s account or IP address.
If Customer believes unauthorized activity has taken place on Customer’s account, Customer must immediately notify Unco of any such unauthorized activity.
1.4. Support Services. Unco will provide routine support and troubleshooting services in accordance with its standard support program.
2. Restrictions on Use.
Customer may not: (a) copy or otherwise reproduce or permit the copying or other reproduction of all or any part of the
Platform except as otherwise permitted herein; (b) reverse engineer, decompile, disassemble or create derived works based on the Platform;
(c) modify, adapt, translate into other programming forms or languages or extend the Platform to operate in other
environments or on other platforms, except in accordance with these Terms; or (d) allow access to the Platform by other
software products for any purpose without prior approval of Unco. Unco reserves the right to, at any time upon notice to the
Customer suspend, withdraw or deny access to the Platform for any reason including but not limited to security, quality of service,
failure by the Customer to pay an amount when due or breach by the Customer of any provision of another agreement between
Customer and Unco or its affiliates.
3. Fees and Payment.
Use of the Platform shall be provided to the Customer in accordance with the Residential or Commercial Customer Agreement
and the fees charged by Unco and other services account with Unco or its affiliates.
4. Proprietary Rights.
4.1. Platform Applications. All right, title and interest (including all intellectual property rights embodied therein)
in and to the Platform and will remain the sole and exclusive property of Unco or its licensors.
These Terms grant Customer no title or right of ownership in or to the Platform, or any component thereof including source code,
or to any associated materials, documentation, intellectual property, or in or to any derivatives of the Platform, enhancements,
modifications or improvements thereto. Customer will not, at any time, take or cause any action, which would be
inconsistent with or tend to impair the rights of Unco or its affiliates in the Platform. Customer may not remove or alter any
proprietary or copyright notices, trademarks or logos of Unco.
5. Term and Termination.
The Agreement will commence upon the first effective use of the Platform by Customer and
remain effective until Customer cancels its account in accordance with the Residential or Commercial Customer Agreement
and terms found within the Platform. Termination of the Agreement will relieve Unco of all obligations to provide Customer
access to the Platform and any licenses granted under the Agreement will immediately cease.
6.1. By Customer. Customer will indemnify and defend Unco and its affiliates, directors, officers, employees and
agents with respect to any claims, liabilities, damages and expenses, including reasonable attorneys’ fees,
arising out of (a) Customer’s misuse of the Services, (b) Customer’s breach of any applicable laws and regulation; or
(c) a breach of any of Customer's representations, warranties, obligations, covenants or agreements under the Agreement.
6.2. Indemnification Procedures. A party seeking indemnification hereunder (an “Indemnified Party”)
will give the Party from whom
indemnification is sought (the “Indemnifying Party”): (a) reasonably prompt notice of the relevant claim; (b) reasonable
cooperation and assistance, at the Indemnifying Party’s request and expense, in the defense or settlement of such claim; and
(c) sole control the defense and settlement of any such claim; provided, however, that the Indemnifying Party will not, without
the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified
Party’s rights or interest. The Indemnified Party will have the right to participate in the defense at its own expense.
7. WARRANTY AND WARRANTY DISCLAIMER.
7.1. No Harmful Code. Unco warrants that the Platform does not and will not contain any undisclosed feature,
including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic,
worm, Trojan horse, or spyware, that is designed to (or that allow untrusted party to be capable of) (i)
accessing, modifying or deleting in an unauthorized manner, or (ii) damaging, disabling, deactivating,
interfering with or otherwise harming any computers, networks, data, other electronically stored information,
or computer programs or systems.
7.2. LIMITATION. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 7.2, ALL WARRANTIES, CONDITIONS AND OTHER
TERMS IMPLIED BY STATUTE, COMMON LAW OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY,
PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES
ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE, ARE EXCLUDED FROM THE AGREEMENT
TO THE FULLEST EXTENT PERMITTED BY LAW. THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND CUSTOMER’S USE OF
THE PLATFORM IS AT ITS OWN RISK. UNCO DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS
OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR COMPLETELY SECURE OR ERROR-FREE.
8. Limitation of Liability.
IN NO EVENT WILL (A) UNCO BY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE PLATFORM; AND (B) UNCO’S TOTAL CUMULATIVE
LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID TO UNCO UNDER THE AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTH PERIOD.
9.1. Assignment. Customer may not assign the Agreement or any right created hereunder without the prior written
consent of Unco. Any prohibited assignment is void. The Agreement shall inure to the benefit of the parties’
respective permitted successors and assigns
9.2. Modification. We reserve the right to change or modify any of the terms and conditions contained in the Terms
or any policy or guideline of the Sites or Platform, at any time and in our sole discretion. Any changes or modification
will be effective immediately upon posting of the revisions on the Platform with an updated “Last Modified” date or
upon notice provided to Customer, whichever comes first, and you waive any right you may have to receive specific
notice of such changes or modifications. Your continued use of the Platform following the posting of changes or modifications
will confirm your acceptance of such changes or modifications.
9.3. Waiver; Severability. Any waiver of any breach of any term or any condition of the Agreement will not be construed
as a waiver of any subsequent breach of any term or condition of the Agreement. If any part, term or provision of the Agreement
will be held to be illegal or unenforceable it will not affect the validity or enforceability of the remainder of the Agreement.
The parties will replace any invalid provision with a valid provision, which most closely approximates the intent and economic
effect of the invalid provision.
9.4. Disputes. The Agreement will be governed and construed in accordance with the laws of the State of Minnesota without giving
effect its conflict of law principles. The 1980 U.N. Convention on Contracts for the International Sale of Goods does not apply
to the Agreement. All disputes arising from or relating to the Agreement will be within the exclusive jurisdiction of the state
and/or federal courts located within Hennepin County, Minnesota. Any claim arising from or related to the Agreement must be brought
in the state or federal courts located in Minneapolis, Minnesota.
9.5. Entire Agreement. The Agreement, and any other exhibits, comprises the entire agreement between the
parties relating solely to Customer’s use of and access to the Platform. For the avoidance of doubt, Customer’s
agreements for services and utilities to be provided by Unco or its affiliates does not incorporate, is not governed by,
and it not superseded by this Agreement. The Agreement supersedes all prior and contemporaneous agreements, proposals,
or representations, written or oral, concerning the Customer’s use of and access to the Platform. The Agreement may be
executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together,
will constitute one and the same instrument. Sections 4 (Proprietary Rights), 7 (Warranty Disclaimer), 8 (Limitation of Liability),
and 9 (Miscellaneous) survive termination of the Agreement.