TERMS OF SERVICE

Last Updated: August 27, 2025

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of Aqua Brain Innovation S.L.'s ("Aqua Brain," "we," "us," or "our") quantum-AI powered autonomous desalination systems, related services, software platforms, and websites (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these terms, you may not access our Services.

2. Definitions

• "Customer" means the entity that has entered into an agreement for our Services
• "System" means our autonomous desalination equipment and associated software
• "Platform" means our cloud-based monitoring and optimization service
• "Confidential Information" means any proprietary or confidential information disclosed by either party
• "Intellectual Property" means patents, trademarks, copyrights, trade secrets, and other proprietary rights

3. Services Description

3.1 System Provision

We provide autonomous water desalination systems incorporating quantum-enhanced AI technology, including:

• System design and specification
• Equipment supply and installation
• Commissioning and testing
• Training and documentation

3.2 Operational Services

• 24/7 remote monitoring and optimization
• Predictive maintenance scheduling
• Performance reporting and analytics
• Technical support and troubleshooting

3.3 Service Levels

We commit to:

• 95% system uptime (excluding scheduled maintenance)
• 4-hour response time for critical issues
• 45% minimum energy efficiency improvement versus baseline
• Compliance with applicable water quality standards

4. Customer Obligations

4.1 Site Requirements

Customer shall provide:

• Suitable installation location meeting specified requirements
• Necessary permits and regulatory approvals
• Access to power supply and water sources
• Internet connectivity for remote monitoring

4.2 Operational Responsibilities

• Routine visual inspections as specified
• Immediate notification of system issues or alarms
• Compliance with operating procedures and safety protocols
• Prevention of unauthorized access or modifications

4.3 Payment Obligations

• Timely payment of all fees and charges
• Provision of valid payment information
• Payment of applicable taxes and duties

5. Intellectual Property Rights

5.1 Aqua Brain IP

We retain all rights to:

• Quantum-AI algorithms and software
• System designs and specifications
• Patents, trademarks, and trade secrets
• Operational data and analytics methodologies

5.2 License Grant

We grant Customer a non-exclusive, non-transferable license to use our technology solely for the agreed purposes during the term of service.

5.3 Feedback and Improvements

Any feedback, suggestions, or improvements provided by Customer may be used by Aqua Brain without restriction or compensation.

6. Confidentiality

6.1 Confidential Information Protection

Each party agrees to:

• Maintain confidentiality of all Confidential Information
• Use Confidential Information solely for performance under these Terms
• Limit disclosure to employees with a need to know
• Protect Confidential Information with reasonable security measures

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order

7. Warranties and Performance Guarantees

7.1 System Warranties

We warrant that:

• Systems will perform materially in accordance with specifications
• Equipment will be free from material defects for 24 months
• Services will be performed in a professional manner
• We have the right to provide the Services

7.2 Performance Guarantees

• Energy efficiency improvement of at least 40%
• Water quality meeting agreed specifications
• Autonomous operation capability of 90%+
• System availability of 95% annually

7.3 Remedy for Breach

If we fail to meet warranties or guarantees, we will:

• Promptly repair or replace defective components
• Provide service credits for availability failures
• Implement corrective actions for performance issues

8. Limitations of Liability

8.1 Limitation on Damages

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY PROVISIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8.2 Cap on Liability

EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE ORDER IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) €500,000.

8.3 Exclusions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Death or personal injury
• Fraud or fraudulent misrepresentation
• Liabilities that cannot be limited under applicable law

9. Indemnification

9.1 Aqua Brain Indemnification

We will defend and indemnify Customer against third-party claims that our technology infringes intellectual property rights, except where infringement results from:

• Modifications made by Customer
• Use in combination with non-approved equipment
• Use beyond the scope of these Terms

9.2 Customer Indemnification

Customer will defend and indemnify Aqua Brain against claims arising from:

• Customer's breach of these Terms
• Negligent or wrongful acts by Customer
• Failure to obtain necessary permits or approvals
• Violation of applicable laws or regulations

10. Term and Termination

10.1 Term

These Terms commence upon acceptance and continue for the period specified in the applicable order or service agreement.

10.2 Termination for Cause

Either party may terminate for:

• Material breach not cured within 30 days of notice
• Insolvency, bankruptcy, or cessation of business
• Force majeure events exceeding 90 days

10.3 Effects of Termination

• Customer shall pay all outstanding amounts
• Each party shall return Confidential Information
• Aqua Brain may retrieve its equipment (if leased)
• Provisions surviving termination remain in effect

11. Force Majeure

Neither party shall be liable for delays or failures due to causes beyond reasonable control, including:

• Natural disasters or acts of God
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or shortages
• Pandemic or epidemic

12. Data Protection and Privacy

Our processing of personal data is governed by our Privacy Policy. We comply with GDPR and applicable data protection laws. Customer acknowledges that system operation requires processing of operational and performance data.

13. Export Controls and Compliance

Customer acknowledges that our technology may be subject to export controls and agrees to:

• Comply with all applicable export laws and regulations
• Not export or re-export without required licenses
• Not use Services for prohibited end uses
• Maintain required compliance documentation

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by the laws of Spain, without regard to conflict of law principles.

14.2 Dispute Resolution

• Negotiation: Parties shall first attempt good faith negotiations
• Mediation: If negotiations fail, non-binding mediation in Madrid
• Arbitration: Final resolution through binding arbitration under ICC Rules
• Injunctive Relief: Either party may seek injunctive relief in courts

15. General Provisions

15.1 Entire Agreement

These Terms, together with applicable orders and agreements, constitute the entire agreement between the parties.

15.2 Amendments

We may modify these Terms with 30 days' notice. Continued use constitutes acceptance of modified Terms.

15.3 Assignment

Customer may not assign these Terms without our written consent. We may assign to affiliates or successors.

15.4 Severability

If any provision is held invalid, the remainder of these Terms shall continue in full force and effect.

15.5 Waiver

No waiver shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver.

15.6 Notices

Legal notices shall be sent to:

• To Aqua Brain: legal@aquabrain.tech
• To Customer: The email address provided in the service agreement

16. Special Terms for Government Entities

For government and public sector customers:

• Terms subject to applicable public procurement laws
• ENISA certification benefits apply where applicable
• Compliance with Spanish public sector contracting requirements
• Special payment terms as per government regulations

17. Contact Information