THESE NEXA TERMS AND CONDITIONS dated as of the Order Form Effective Date of the first Order Form (the “Effective Date”) and all associated Order Forms (collectively, the “Terms”), are entered into by and between Watts Regulator Co., a Massachusetts corporation (“Watts”) and Customer (as defined in the Order Form) (also referred to as “you” or “your”, and together with Watts, the “Parties”, and each a “Party”).

1. DEFINITIONS.
“App(s)” means the Nexa mobile application(s) including any updates, releases and new versions thereof. “Authorized User” means any of your employees, consultants, or agents whom you authorize to access and use the Platform pursuant to the terms and conditions of these Terms; provided, however, that any consultants’ or agents’ access and use of the Platform will be limited to their provision of services to you. “Customer Site” means Customer’s property or properties as set forth on one or more Order Form(s). “Devices” mean the sensors, gateways and other equipment set forth on one or more Order Form. “Documentation” means any and all electronic or printed instructions, manuals or other documentation that Watts may from time to time provide to Customer for installing, connecting, accessing and/or using the Watts Products. “Fees” means Non-Recurring Fees and Subscription Fees. “Firmware” means the object code version of all Watts software embedded on or in the Devices. “Install” or “Installation” with respect to Devices means to physically connect the Devices to the fixtures at the Customer Site(s) and register the Devices on the Platform. “Platform” means the Watts proprietary software-as-a-service platform and associated Apps that connect with the Devices. “Watts Products” means the Devices, Firmware, Platform, and Documentation provided by Watts to Customer.

1. PARTICIPATION.
2.1 Devices Purchase. Customer will purchase from Watts the Devices for use at the Customer Site(s), all as set forth on one or more order forms between the parties that reference these Terms (each, an “Order Form”).

2.2 Platform Access. Customer acknowledges that, in order for Watts to provide the Platform, the Devices will send sensor data to the Platform (“Sensor Data”) and the Platform may send commands to the Devices. Sensor Data may include but is not limited water pressure, water temperature data, water flow rate and leak detection data. Customer further acknowledges that Customer is solely responsible for ensuring that a reliable and sufficient internet connection or cellular signal is available for the operation of the Devices and Platform. Customer hereby grants Watts a nonexclusive, royalty-free, sublicensable, irrevocable, transferable, worldwide license to access, reproduce, modify, distribute, transmit, export, display, store and otherwise use the Sensor Data as may be necessary for Watts to maintain and improve the Watts Products and to provide the Watts Products to Customer.

2.3 Customer Obligations. Customer shall coordinate with Watts to schedule Devices shipment, Installation (where applicable), and training (when applicable), as soon as reasonably feasible for both parties. If access to Customer Site(s) and/or tenant unit(s) is needed, Customer shall arrange for such access during such scheduled times and, before such scheduled times, Customer shall notify all affected tenants (if any) at the Customer Site(s) of Installation and the use of the Watts Products in the tenant’s unit, and provide all required disclosures to and obtain all required consents from Tenants. It is Customer’s sole responsibility to ensure such notifications comply with applicable law.

2.4 Installation. Unless otherwise specified on the Order Form(s), Watts will arrange for the Installation of all Devices. To the extent that Customer elects to self-Install, such Installation shall be done in accordance with the Documentation and as instructed by Watts. Customer shall make commercially reasonable efforts to arrange for the Installation of the Devices at the earliest opportunity. Customer shall ensure that each Customer Site is suitably prepared and ready for Installation to occur. Should Customer wish to move a Device after it has been Installed, Customer must obtain prior written approval from Watts. Watts makes no representations or warranties related to, and is not liable for any damages resulting from, any Devices that have been moved without such approval.

2.5 Licenses. Subject to the terms and conditions of these Terms, Watts hereby grants to Customer a non-exclusive, non-transferable limited license, without the right to sublicense, to: (a) use and install the Firmware; (b) permit Authorized Users to access and use the Platform and Documentation; and (c) download, install, access and use the App. Customer will: (i) use, run or operate the Firmware only on the Devices; (ii) use, run or operate the Devices only with the Platform; (iii) use, run or operate the Devices and Platform only with authorized equipment; and (iv) use the Watts Products only in accordance with the Documentation. Customer acknowledges and agrees that its use of the Platform may also be subject to applicable terms of service. Certain third-party software products (“Third-Party Software”) may be incorporated into the Watts Products and are made available to Customer by Watts subject to the terms and conditions of any third-party software manufacturer or developer license agreement applicable to the Third-Party Software. As the Third-Party Software is created, developed, and provided by a third-party, Watts can only provide such license rights as permitted by the third party. Third-Party Software provided under any open source licensing model are governed solely by such open source licensing terms, which prevail over these Terms. Third-Party Software is not sold to Customer and Customer will not attempt to decompile, reverse engineer, or otherwise recreate the source code of a Third-Party Software.

2.6 Restrictions. You will not (and will not authorize or knowingly permit any third party to): (a)allow anyone other than Authorized Users to access and use the Watts Products; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, training data, language model prompts or underlying components of models, algorithms, and systems of the Watts Products (except to the extent such restrictions are contrary to applicable law); (c) modify, adapt, or translate the Watts Products or Sensor Data; (d) make any copies of the Watts Products or Sensor Data; (e) resell, distribute, or sublicense the Watts Products or Sensor Data; (f) remove or modify any proprietary marking or restrictive legends placed on the Watts Products; (g) use the Watts Products or Sensor Data in violation of any applicable law or regulation or for any purpose not specifically permitted in these Terms; (h) allow the Watts Products to be used on a rental, timesharing, or subscription basis or service bureau arrangement; or (j) use the Watts Products in a way that infringes, misappropriates or violates any person’s rights. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Watts Products using any of your or your Authorized Users’ access credentials.

2.7 Ownership. All right, title and interest in the intellectual property embodied in the Watts Products, including without limitation aggregated and statistical information related thereto, belongs solely and exclusively to Watts or its suppliers or licensors. If Customer provides Watts with any suggestions, comments or feedback about any Watts Products (“Feedback”), Customer agrees that such Feedback is the exclusive property of Watts, and Customer hereby assigns all of its rights, title and interest in and to such Feedback to Watts.

2.8 Support. Watts will offer Customer email and telephone support during Watts’ normal business hours, to answer questions regarding Installation and use of the Watts Products. Upon request by Customer, Watts may provide such support outside of its normal business hours at mutually feasible times arranged by the parties at an additional cost.

2.8 Support. Watts will offer Customer email and telephone support during Watts’ normal business hours, to answer questions regarding Installation and use of the Watts Products. Upon request by Customer, Watts may provide such support outside of its normal business hours at mutually feasible times arranged by the parties at an additional cost.

3. PARTICIPATION; FEES.
3.1 Purchase Fees. Upon execution of these Terms and/or an Order Form, Watts will send Customer an invoice for the Devices purchases, as well as any other non-recurring Fees specified in the Order Form(s) plus any applicable shipping and handling charges (“Non- Recurring Fees”), unless otherwise specified in the Order Form(s). If during Installation, different quantities or types of Devices are Installed than are specified in the Order Form(s) (“Installation Adjustments”), Watts will reflect such changes, either as credits or Fees as applicable, as soon as practicable on the next invoice Watts sends to Customer.

3.2 Subscription Fees. Watts will invoice Customer at the beginning of each Initial Term or Renewal Term, as applicable (or as otherwise specified in the Order Form(s)) for subscription (SaaS) fees for the Platform, as set forth in the Order Form(s) as modified by Installation Adjustments, if any (“Subscription Fees”). After the Initial Term (as defined in the Order Form), the Subscription Fees for subsequent Renewal Terms (as defined in the Order Form) shall be equal to the then current subscription rate as set by Watts and communicated to Customer.

3.3 Payments. Payments are due on receipt of invoices. Invoices not paid in full within 30 days of receipt will incur a late fee of 1.5% per month, or the maximum amount permitted by law if less than 1.5%. If Customer disputes an invoice in good faith, Customer shall notify Watts in writing of such dispute within 15 days of the invoice date. Customer shall reimburse Watts for all reasonable costs incurred by Watts in collecting any late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees.

3.4 Taxes. Fees pursuant to these Terms do not include any transaction taxes, which may include sales tax, use tax, VAT, withholding tax, foreign export duties or other similar taxes, levies, and charges (“Taxes”). Customer is responsible for paying any and all Taxes associated with Fees due pursuant to these Terms (including any Order Form(s), as applicable). If Watts is required to collect Taxes from Customer, Watts may issue an invoice to Customer for such Taxes, which shall be payable to Watts when due.

4.Confidentiality.
Customer agrees that it will hold in strict confidence and not disclose to any third party any Confidential Information of Watts, except as authorized by Watts in advance, in writing, and will use the Confidential Information of Watts only to use, install, download, access, run or operate the Watts Products in accordance with Section 2.5, or to evaluate the Watts Products. “Confidential Information” means all information that Watts provides to Customer that would reasonably be understood to be confidential due to the nature of the information or circumstances of its disclosure. Confidential Information does not include information that Customer can establish (i) is publicly known and made generally available in the public domain other than as a result of a breach any obligation of confidentiality; (ii) is in the possession of Customer, without confidentiality restrictions, at the time of disclosure by Watts; (iv) is obtained by Customer from a third party not under confidentiality obligations and without a breach of any obligations of confidentiality; or (v) was independently developed by Customer without use of or benefit from Watt’s Confidential Information. In the event Customer is required under applicable law, pursuant to court order or any other governmental entity, regulation, requirement, order or directive (such laws, regulations, requirements, orders and directives collectively referred to as an “Order”) to disclose any Confidential Information, Customer shall, to the extent permissible under applicable law, first (at least ten (10) days before making any such disclosure, or such shorter period as may be required by the Order) notify Watts in writing as to the nature of the disclosure that Customer reasonably believes it is required to make, which notice shall include any Order and a statement of all information that Customer believes it is so required to disclose. Customer will cooperate reasonably with Watts in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is not obtained, Customer will disclose only that portion of such Confidential Information required to be disclosed, in the opinion of Customer’s legal counsel. Customer will request that confidential treatment be accorded such Confidential Information, where available. Compulsory disclosures made pursuant to this section will not relieve Customer of its obligations of confidentiality and non-use with respect to non-compulsory disclosures.

5. TERM; TERMINATION.
5.1 Term. This term of these Terms begins on the Effective Date and continues until all Order Forms have been terminated (the “Term”).

5.2 Termination. Either party may terminate one or all Order Forms upon written notice to the other party if the other party materially breaches any of the provisions of these Terms and, if such breach is capable of being cured, fails to cure such breach within 30 days after receipt by the breaching party of written notice specifying the breach. Where there are no Order Forms in effect, either party may terminate these Terms by providing written notice to the other party.

5.3 Effect of Termination. Upon termination of an Order Form, Customer shall cease using the Platform as specified under that Order Form and all amounts owed by Customer under that Order Form are due immediately.

5.4 Survival. Sections 1, 2.6, 2.7, 3, 4 and 5.3, 5.4, 6.2, 6.3, 6.4 (for the duration of the warranty), 6.6, 7 and 8 survive termination or expiration of these Terms.

6. WARRANTY; DISCLAIMERS.
6.1 Mutual Warranties. Each party represents and warrants that (a) it has the corporate right, power and authority to enter into these Terms, (b) the execution of these Terms by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (c) these Terms constitute the legal, valid and binding obligation of such party.

6.2 DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE SET FORTH IN SECTION 6.4 AND 6.5 OF THESE TERMS, CUSTOMER ACKNOWLEDGES THAT (A) THE WATTS PRODUCTS AND SENSOR DATA ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, (B) THE WATTS PRODUCTS AND SENSOR DATA MAY NOT BE ERROR-FREE OR MEET CUSTOMER’S REQUIREMENTS, AND (C) WATTS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WATTS PRODUCTS OR SENSOR DATA IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, WITHOUT LIMITING THE FOREGOING, WATTS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE WATTS PRODUCTS OR SENSOR DATA, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WATTS UNDER THESE TERMS OR OTHERWISE SHALL CREATE ANY WARRANTY.

6.3 LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, AND INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, TO THE FULLEST EXTENT PERMITTED BY LAW,IN NO EVENT SHALL EITHER PARTY, ITS LICENSORS OR THEIR RESPECTIVE AFFILIATES OR AGENTS BE LIABLE TO THE OTHER HEREUNDER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES FOR LOSS OF PROFITS, DAMAGE TO PROPERTY DUE TO WATER LEAKS OR OTHERWISE, LOSS OF DATA, COVER OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE WATTS PRODUCTS, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFACTION OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 2, A PARTY’S LIABILITY UNDER THESE TERMS FOR DAMAGES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WATTS UNDER THESE TERMS DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.4 Limited Devices Warranty. Except as set forth below, Watts warrants that all Devices will be free from defects in material and workmanship under normal usage for a period of one (1) year from the date of original shipment in accordance with the “Watts Standard Limited Warranty” available at https://www.watts.com/resources/warranty-information (the “Standard Warranty”). If any Device provided by Watts under an Order Form has a standard published warranty other than the Standard Warranty, such standard published warranty shall apply. Watts’ liability under this Section 6.4 is limited to providing Customer with replacement Devices and this Section 6.4 states Customer’s sole and exclusive remedy and Watts’ sole and exclusive liability in the event of this limited warranty.

6.5 Limited Installation Warranty. Any Installation performed by Watts shall be performed in a professional and workmanlike manner by competent personnel. In the event of a breach of the foregoing warranty, Customer shall notify Watts of the issue within ten (10) days of Installation. Upon confirmation of the issue by Watts, Watts will use commercially reasonable efforts to promptly re-perform the Installation. The foregoing sets forth Watts’ sole and exclusive obligation and Customer’s sole and exclusive remedy in the event of any breach of this limited warranty.

6.6 THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS FOR THESE TERMS AND THAT IN THEIR ABSENCE THE ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

7. INDEMNIFICATION.
7.1 Customer Indemnification. Customer will indemnify, defend and hold Watts and its employees, directors, officers, contractors, representatives and assigns (collectively, the “Watts Indemnified Parties”) harmless from and against any losses, liabilities and damages suffered or incurred by any Watts Indemnified Party that result from any actions, suits, demands or claims brought by any third party (collectively, “Claims”) and any costs and expenses (including reasonable attorneys’ fees) incurred by any Watts Indemnified Party in connection with any such Claim, to the extent such Claim arises out of or results from (i) Customer’s or any tenant’s breach of these Terms or use of the Watts Products contrary to the terms of these Terms or Documentation; (ii) Customer’s failure to provide all notices and obtain all consents required with respect to the use or installation of the Watts Products or access to any Customer Site or Tenant Unit (if applicable).

7.2 Watts Indemnification. Watts will indemnify, defend and hold Customer and its employees, directors, officers, contractors, representatives and assigns (collectively, the “Customer Indemnified Parties”) harmless from and against any losses, liabilities and damages suffered or incurred by any Customer Indemnified Party that result from Claims and any costs and expenses (including reasonable attorneys’ fees) incurred by any Customer Indemnified Party in connection with any such Claim, to the extent such Claim arises from an allegation that the Watts Products infringe the intellectual property rights of a third party, provided that Watts shall have no liability for any claim based upon (i) use, operation, or combination of the Watts Products with any equipment, products, or systems not expressly authorized in writing by Watts if liability would have been avoided but for such use, operation, or combination; (ii) Customer’s or its agent’s activities after Watts has notified Customer that Watts believes such activities may result in infringement; (iii) compliance with Customer’s specifications or instructions; (iv) any modifications of the Watts Products not specifically authorized in writing by Watts; (v) Customers failure to implement update or upgrades to the Watts Products; or (vi) Customer’s use of the Watts Products not in accordance with the Documentation. If Customer’s continued use of any Watts Product becomes or may become impeded in any way due to an actual or anticipated Claim, then Watts shall, at Watts’ expense, either (i) obtain for the Customer the right to continue using the applicable Watts Product, (ii) replace or modify it so that it is no longer subject to such Claim, and continues to perform in a functionally equivalent manner in compliance with any existing specifications, quality standards and practices, or (iii) if neither of the foregoing is commercially practicable, refund prorated amounts paid for the applicable Watts Product and, in Watts’ sole discretion, terminate this Agreement. This Section 7.2 states Customer’s sole and exclusive remedy, and Watts’ sole and exclusive liability, regarding infringement or misappropriation of any intellectual property rights of a third party.

7.3 Procedure. If either Party believes that it is entitled to indemnification under this Section 7 it shall (i) promptly notify the indemnifying Party in writing of such claim, (ii) give the indemnifying Party reasonable information, assistance and cooperation required to defend such claim, and (iii) allow the indemnifying Party to control the defense of any such claim and all negotiations for its settlement or compromise, provided that the indemnifying Party may not settle any such claim unless such settlement completely and forever releases the indemnified Party from all liability with respect to such claim or unless the indemnified Party consents to such settlement, and further provided that the indemnified Party shall have the right, at its option, to defend or to participate in the defense thereof by counsel of its own choice.

8. MISCELLANEOUS.
8.1 Entire Agreement; Amendments. These Terms, together with one or more Order Form(s) executed by the parties contemporaneously with or after the Effective Date, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, commitments, and representations with espect to the subject matter hereof. If there is a conflict between these Terms, an Order Form, the Order Form controls. These Terms may not be amended except by a written instrument executed by both parties that identifies itself as an amendment to these Terms.

8.2 Counterparts. These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

8.3 Waiver. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. No express or implied waiver by a party of any breach or default of the other party will be construed as a waiver of a future or subsequent breach or default by the other Party. A party’s failure or delay to enforce the provisions of these Terms or its rights or remedies at any time will not be deemed to be a waiver of such party’s rights or remedies under these Terms and will not affect the validity of these Terms or any part of it or prejudice such party’s right to take subsequent action.

8.4 Assignment. Watts may, at its sole discretion, assign its rights and delegate its obligations under these Terms. Customer may not assign or transfer these Terms or its rights or obligations under these Terms, except in the event of a change in ownership or management of a Customer Site, in which case Customer may assign the Order Form(s) associated with such Customer Site to the new owner or manager of such Customer Site, as the case may be, provided that Customer notifies Watts in writing at least 15 days before such assignment. Any attempted assignment by Customer in violation of the preceding sentence is void and of no effect. These Terms are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms confers any rights upon any person other than the parties, and each such party’s respective successors and permitted assigns.

8.5 Force Majeure. A party’s nonperformance, default or breach under these Terms, except for the making of payments, will be excused to the extent that performance is rendered impossible by strike, fire, flood, pandemic, earthquake, war, governmental acts or restrictions, failure of suppliers, or any other similar reason where failure to perform is beyond the reasonable control and not caused by the negligence of the nonperforming party; provided that the nonperforming party (a) notifies the other party as soon as practicable and describes at a reasonable level of detail the applicable circumstances and the period of time the occurrence is expected to continue and (b) continues to perform as and to the extent possible; and provided further that the other party may terminate these Terms if such nonperformance continues for a period of sixty (60) days or more.

8.6 Choice of Law; Forum. These Terms and any dispute arising from the construction, performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflict of law principles. The parties hereto agree that the exclusive jurisdiction and venue for any action brought between the parties under these Terms shall be the state or federal courts located in Boston, MA, and each of the parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts.

8.7 Independent Contractors. The parties’ relationship to one another is that of independent contractors.

8.8 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.