Terms of Service — AquaRunner 24/7 Pro

Last Updated: [DATE]

⚠️ READ BEFORE USING THIS DOCUMENT This is a drafting starting point, not a finished legal document, and not legal advice. Before you publish or rely on this:

1. Form the LLC first. Every bracketed [COMPANY NAME, LLC] reference below assumes the entity exists. Don't hold this out as a binding contract from an entity that doesn't legally exist yet — that can create personal liability for you instead of the LLC shielding you.
2. Have a licensed attorney review the final version, ideally one familiar with SaaS agreements and, given the compliance-adjacent data this platform touches (pool chemistry, health-code-related readings), someone who can sanity-check the liability and disclaimer language against your state's rules.
3. Multi-state exposure: since you're marketing to pool companies nationwide, a few clauses (arbitration enforceability, limitation-of-liability caps, auto-renewal notice requirements) vary by state. An attorney should confirm these hold up in the states you actually sell into.
4. Replace every [BRACKETED] placeholder before use.

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between [COMPANY NAME, LLC] ("AquaRunner," "we," "us," or "our") and the pool service company or individual ("Organization," "you," or "your") that creates an account to use AquaRunner 24/7 Pro (the "Service"). By creating an account, clicking "I Agree," or using the Service, you accept these Terms on behalf of yourself and, if applicable, the business entity you represent, and you confirm you have authority to bind that entity.

If you do not agree, do not use the Service.

2. Description of the Service

AquaRunner 24/7 Pro is a multi-tenant software platform that helps pool service companies manage service scheduling, technician routing, water chemistry and compliance record-keeping, customer communication, and related operations. Each Organization's account is a separate tenant with its own data, users, and configuration.

The Service may allow your Organization's own customers ("End Customers") to access a limited portal to view service history, chemistry readings, and related information you choose to share with them. You are responsible for your relationship with your End Customers; AquaRunner's relationship is with your Organization, not with your End Customers, except as described in our Privacy Policy.

3. Accounts and Eligibility

3.1 Who can register. You must be at least 18 years old and have authority to enter contracts on behalf of your Organization.

3.2 Account accuracy. You agree to provide accurate registration and billing information and to keep it current.

3.3 Authorized users. Your Organization is responsible for all activity under your account, including actions taken by employees, contractors, or technicians you've given login access to ("Authorized Users"). You agree to:

• Keep login credentials confidential and not share individual logins across multiple people
• Promptly deactivate Authorized Users who leave your company or no longer need access
• Notify us promptly of any unauthorized access to your account

3.4 End Customer accounts. If you invite your End Customers to the customer portal, you represent that you have the right to share their contact information with us for that purpose and that your own privacy notices to them are accurate.

4. Subscription Plans, Fees, and Billing

4.1 Plans. AquaRunner offers the following subscription tiers, each with different feature sets and usage limits as described at [PRICING PAGE URL]: Solo, Starter, Pro, Enterprise, and Compliance. Feature availability, technician/user limits, and pricing for each tier are as posted at checkout or in your order form, and are incorporated into these Terms by reference.

4.2 Billing cycle. Subscriptions bill in advance on a [monthly/annual] basis unless your order form states otherwise, and automatically renew for successive terms of the same length unless you cancel before the renewal date.

4.3 Fee changes. We may change subscription fees, but not during your current paid term. We'll give you at least [30] days' notice before a price change takes effect on renewal. Continued use after a price change takes effect means you accept the new price.

4.4 Taxes. Fees are exclusive of applicable sales, use, or similar taxes, which you're responsible for unless you provide a valid exemption certificate.

4.5 Late or failed payment. If payment fails, we may retry the charge, suspend your account after [X] days of non-payment, and charge a reasonable late fee where permitted by law. We'll email the billing contact before suspending.

4.6 Free trial. New Organizations may be eligible for a 14-day free trial. During the trial, you have access to the Service under the tier selected at signup, subject to these Terms. Unless you cancel before the trial ends, your account will automatically convert to a paid subscription at the then-current rate for the selected tier, and your payment method on file will be charged. We'll send a reminder email before the trial ends [and/or a countdown notice in-app]. We may limit trial eligibility to one per Organization/business and may modify or discontinue the trial offer at any time for future signups.

4.7 Refunds. Except as required by law or expressly stated in your order form, fees are non-refundable, including for partial billing periods.

4.8 Upgrading/downgrading tiers. Changing tiers takes effect [immediately with prorated charge / at the next billing cycle — pick one] and may change which features and data limits apply to your account.

5. Your Data

5.1 Ownership. As between you and AquaRunner, you own the data you and your Authorized Users input into the Service, including customer records, service logs, chemistry readings, photos, and communications ("Customer Data"). We don't claim ownership of it.

5.2 License to us. You grant us a license to host, process, transmit, and display your Customer Data solely to provide, maintain, secure, and improve the Service, and as otherwise described in our Privacy Policy.

5.3 Data segregation. Each Organization's Customer Data is logically separated from other Organizations' data. We don't share one Organization's Customer Data with another Organization.

5.4 Data export and deletion. You can export your Customer Data in a standard format while your account is active. After termination, we'll retain your data for [30] days to allow export, then delete it, except where we're required to retain it longer by law or for legitimate backup/security purposes.

5.5 Aggregated/de-identified data. We may use de-identified, aggregated data derived from usage of the Service (not attributable to any Organization or individual) to improve the Service, develop benchmarks, and for analytics.

6. Compliance and Chemistry Data — Important Disclaimer

AquaRunner provides tools to record and organize water chemistry readings, service visit logs, and compliance-related information (such as data relevant to VGB Act drain cover requirements or local health department rules). This is a record-keeping and workflow tool, not a substitute for:

• Your technicians' professional judgment and training
• Compliance verification by a certified pool operator, health inspector, or other qualified professional
• Your Organization's own responsibility to meet applicable health, safety, and regulatory requirements

AquaRunner does not guarantee that using the Service will result in regulatory compliance, and your Organization remains solely responsible for the accuracy of data entered and for meeting all applicable laws and standards. Do not rely on the Service as your sole means of verifying pool or spa safety.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable regulation
• Upload malicious code, attempt to breach security, or interfere with other tenants' data or use of the Service
• Reverse-engineer, decompile, or attempt to extract source code from the Service, except as permitted by law
• Resell, sublicense, or provide the Service to third parties as a bureau or service unless you have a separate written agreement with us permitting that
• Use the Service to store or transmit data you don't have the right to share (e.g., another company's proprietary customer lists)
• Exceed the usage limits of your subscription tier in a way designed to circumvent billing

We may suspend accounts that violate this section, with notice where practicable.

8. Third-Party Services

The Service integrates with third-party providers (for example, email delivery, payment processing, accounting integrations, and hosting infrastructure). Your use of those integrations may also be subject to that provider's own terms. We aren't responsible for the acts or omissions of third-party providers, though we'll use commercially reasonable efforts to select reliable vendors.

9. Intellectual Property

The Service, including its software, design, trademarks, and documentation, is owned by AquaRunner or our licensors and protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term. All rights not expressly granted are reserved.

10. Confidentiality

Each party may access the other's non-public business information. Each party agrees to protect the other's confidential information with the same degree of care it uses for its own similar information (and no less than reasonable care), and to use it only as needed to perform under these Terms. This doesn't apply to information that's public, independently developed, or rightfully received from a third party.

11. Term, Suspension, and Termination

11.1 Term. These Terms remain in effect while you have an active subscription.

11.2 Termination for convenience. You may cancel at the end of your current billing period through your account settings or by contacting us. We may discontinue the Service with [60] days' notice.

11.3 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and doesn't cure within [15] days of written notice. We may suspend or terminate immediately, without prior notice, for non-payment, suspected fraud, security threats, or violations of Section 7 (Acceptable Use).

11.4 Effect of termination. Upon termination, your right to access the Service ends. Section 5.4 governs data export/deletion. Sections that by their nature should survive (e.g., 9, 10, 12, 13, 14, 15) survive termination.

12. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AQUARUNNER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NEVER BE LOST. [If you offer an uptime SLA for Enterprise/Compliance tiers, describe it in a separate SLA addendum referenced here rather than in this general disclaimer.]

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/DATA, ARISING FROM THESE TERMS OR THE SERVICE; AND (B) AQUARUNNER'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE [12] MONTHS BEFORE THE CLAIM AROSE. These limits apply even if a remedy fails its essential purpose, and don't apply where prohibited by law, or to either party's indemnification obligations, confidentiality breaches, or willful misconduct.

(Flag for your attorney: some states limit how far liability caps can go, particularly around gross negligence or where personal safety is implicated — worth a specific look given the pool-safety-adjacent nature of this data.)

14. Indemnification

You agree to indemnify and hold AquaRunner harmless from third-party claims arising from: (a) your Customer Data, (b) your or your Authorized Users' violation of these Terms or applicable law, or (c) your use of the Service in connection with an actual pool/spa safety incident, to the extent the claim arises from your acts or omissions rather than a defect in the Service itself.

15. Dispute Resolution

Recommendation for this section: given AquaRunner is B2B (selling to businesses, not consumers) and will operate across many states, binding arbitration with a class action waiver is the more standard and often more attorney-recommended approach for a SaaS platform like this — it keeps disputes out of unpredictable local courts and avoids class-action exposure across a large customer base. A draft is below; have your attorney confirm enforceability in your key states and adjust the arbitration body/rules to their preference (AAA is common for commercial disputes).

15.1 Informal resolution first. Before filing a claim, both parties agree to try to resolve the dispute informally by contacting the other party and negotiating in good faith for at least 30 days.

15.2 Binding arbitration. Except for small claims court actions and claims for injunctive relief to protect intellectual property or confidential information, any dispute arising from these Terms will be resolved by binding arbitration administered by the [American Arbitration Association] under its Commercial Arbitration Rules, conducted in [Clark County, Nevada], in English.

15.3 Class action waiver. Disputes will be resolved on an individual basis only. Neither party may bring a claim as a plaintiff or class member in a class, consolidated, or representative action.

15.4 Opt-out. You may opt out of this arbitration clause by sending written notice to [LEGAL/CONTACT EMAIL] within 30 days of first accepting these Terms. (This opt-out right is what makes arbitration clauses enforceable in a number of states — don't remove it without attorney sign-off.)

16. Governing Law

These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law principles, except where Section 15 requires arbitration.

17. Changes to These Terms

We may update these Terms from time to time. For material changes, we'll notify you by email or in-app notice at least [15] days before they take effect. Continued use of the Service after changes take effect constitutes acceptance.

18. Miscellaneous

• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
• Severability. If any provision is found unenforceable, the rest remains in effect.
• Entire agreement. These Terms, along with your order form and our Privacy Policy, are the entire agreement between the parties regarding the Service.
• Notices. We may provide notices via email to your account's billing/admin contact or through in-app messaging.

19. Contact

Questions about these Terms: [SUPPORT/LEGAL EMAIL] [COMPANY NAME, LLC] [BUSINESS ADDRESS]