Services Agreement

PLEASE READ THIS AGREEMENT BEFORE USING WEATHERMATIC’S SMARTLINK SERVICES. BY ACCESSING OR USING WEATHERMATIC’S SMARTLINK SERVICES, INCLUDING ANY AI-POWERED FEATURES, YOU SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SMARTLINK SERVICES.This SmartLink Services Agreement (“Agreement”) is entered into between the Customer, and its subsidiaries (“Customer” or “You”), and Telsco Industries, Inc., d/b/a Weathermatic, a Texas corporation whose principal business address is 3301 W. Kingsley Road, Garland, Texas 75041 (“Weathermatic”). This Agreement governs Customer’s access to and use of Weathermatic’s SmartLink Services, including any AI-powered features, and supersedes all prior agreements between the parties relating to the SmartLink Services, including any previously executed SmartLink Network Customer Agreement or SmartLink Terms and Conditions.

1. DEFINITIONS

“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SmartLink Services on Customer’s behalf.

“AI Features” means the artificial intelligence-powered tools and functionalities made available as part of the SmartLink Services, including any AI-powered assistant that analyzes Customer Data and provides natural language recommendations.

“Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including business plans, technical data, product designs, pricing, financial information, software, and Customer Data, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Customer Data” means all data, configurations, irrigation schedules, controller programming values, operational information, and other content submitted to, processed by, or generated through the SmartLink Services by or on behalf of Customer or its Users.

“Documentation” means any user guides, online help, release notes, training materials and other documentation provided or made available by Weathermatic to Customer regarding the use or operation of the SmartLink Services.

“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Users regarding the SmartLink Services.

“Software” means the object code version of any software to which Customer is provided access as part of the SmartLink Services, including any updates or new versions.

“SmartLink Services” means Weathermatic’s internet-accessible irrigation management platform, including the Software, any AI Features, Documentation, and related support and maintenance services, that is hosted by Weathermatic or its service providers and made available to Customer over a network on a subscription basis.

“Subscription Term” means the period during which Customer has paid Weathermatic for on-line access and use of the Software through Weathermatic’s SmartLink Services.

“Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the SmartLink Services.

3. AI-POWERED FEATURES

3.1 Weathermatic may make AI Features available to Customer as part of the SmartLink Services. The AI Features use artificial intelligence models hosted on Weathermatic’s infrastructure to analyze Customer Data and generate natural language recommendations for irrigation system management. Customer Data processed by the AI Features does not leave Weathermatic’s infrastructure and is not transmitted to third-party AI model providers. By using the AI Features, Customer consents to the processing of Customer Data by the AI models for the purpose of generating recommendations and improving the SmartLink Services.

3.2 Customer acknowledges and agrees that: (a) AI Features provide automated recommendations based on Customer Data and are intended to assist, not replace, Customer’s independent professional judgment regarding irrigation management decisions; (b) AI-generated outputs may not be accurate, complete, or suitable for Customer’s specific circumstances, and Customer is solely responsible for evaluating and acting upon any recommendations; (c) Weathermatic does not guarantee any particular outcome or result from Customer’s use of the AI Features; and (d) the SmartLink Services, including the AI Features, do not relieve Customer of its responsibility for inspecting, monitoring, and maintaining its systems, property, and landscaping.

3.3 Customer shall not, and shall not permit its Users to: (a) use the AI Features for any purpose other than system management and related operational decisions; (b) attempt to extract, reverse engineer, or derive the underlying AI models, algorithms, or training data; (c) input any data into the AI Features that Customer does not have the right to use; (d) use the AI Features to generate content that is misleading, harmful, or in violation of applicable law; or (e) use automated means to excessively query or overload the AI Features.

3.4 Weathermatic’s rights to use anonymized and aggregated data, including data derived from Customer’s use of the AI Features, are set forth in Section 8 (Data Ownership and Use).

4. FEES AND PAYMENT

4.1 Customer shall pay all fees specified in the applicable order, subscription plan, or as otherwise agreed in writing between the parties. Payment of the subscription fee is due in advance of service and made payable to Weathermatic. For annual or multi-year plans, the service commences on the date of activation and continues for the period of the plan.

4.2 Weathermatic reserves the right to modify subscription pricing upon thirty (30) days’ prior written notice to Customer. Any price change will take effect at the start of the next renewal period following such notice.

4.3 If Customer fails to pay any undisputed amount when due, Weathermatic may charge a late fee of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less) on the overdue balance, calculated from the date such payment was due.

5. CUSTOMER RESPONSIBILITIES

5.1 Customer shall not, and shall not permit anyone to: (i) copy or republish the SmartLink Services or Software, (ii) make the SmartLink Services available to any third party other than authorized Users, (iii) modify or create derivative works based upon the SmartLink Services or Documentation, (iv) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SmartLink Services or in the Documentation, or (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SmartLink Services.

5.2 Customer shall: (a) notify Weathermatic immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security; (b) use reasonable efforts to stop any unauthorized use of the SmartLink Services that is known or suspected by Customer or its Users; and (c) be responsible for maintaining the confidentiality of all login credentials issued to or created by Customer and its Users.

5.3 Customer shall be solely responsible for the acts and omissions of its Users. Weathermatic shall not be liable for any loss of data or functionality caused directly or indirectly by Customer’s or its Users’ acts or omissions, including the misuse of login credentials, unauthorized modifications to controller settings, or input errors.

5.4 The SmartLink Services do not relieve Customer of responsibility for inspecting, monitoring, and maintaining its irrigation systems, property, and landscaping, nor for understanding and properly operating the SmartLink Services. Weathermatic does not guarantee or warrant that: (a) the SmartLink Services are compatible with Customer’s programs, applications, or hardware, or that Customer’s programs or data will not be corrupted through use of the SmartLink Services; (b) the SmartLink Services or Customer’s data, login credentials, or communications are secure, or that the SmartLink Services cannot be accessed by unauthorized third parties or are free from viruses, malware, or other malicious code; (c) Customer’s irrigation controllers will not be inadvertently reprogrammed through the SmartLink Services; (d) the SmartLink Services will be accessible or free from downtime at any particular time; or (e) use of the SmartLink Services will improve the appearance or value of Customer’s landscape, turf, plants, or other foliage.

6. CONFIDENTIALITY

6.1 Each party agrees to: (a) maintain the other party’s Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information (and in no event less than a reasonable degree of care); and (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth in this Agreement. Each party may disclose Confidential Information to the extent required by law, regulation, or court order, provided the disclosing party (to the extent legally permitted) gives the other party prompt written notice and reasonable assistance in seeking a protective order.

6.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction on use; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction on use.

6.3 The obligations under this Section shall survive expiration or termination of this Agreement for a period of three (3) years; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret.

7. INTELLECTUAL PROPERTY

7.1 Subject to the limited licenses granted in this Agreement, Weathermatic shall own and retain all right, title, and interest in and to the SmartLink Services, Software, AI Features, Documentation, and all other technology, inventions, and deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and all intellectual property rights therein. No work performed by Weathermatic under this Agreement shall be deemed a work for hire, and no intellectual property rights are transferred to Customer except as expressly set forth herein.

7.2 If Customer provides Feedback to Weathermatic, Customer hereby assigns to Weathermatic all right, title, and interest in and to such Feedback. Weathermatic shall be free to use, incorporate, and otherwise exploit Feedback for any purpose without restriction or obligation of any kind to Customer.

7.3 SmartLink is a trademark of Weathermatic. This Agreement does not grant to Customer, whether expressly, by implication, estoppel, or otherwise, any right or license to use Weathermatic’s trademarks, service marks, logos, or other designations without Weathermatic’s prior written consent.

8. DATA OWNERSHIP AND USE

8.1 As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Weathermatic a non-exclusive, worldwide, royalty-free license to use, process, and display Customer Data solely as necessary to provide the SmartLink Services, including the AI Features, and to fulfill Weathermatic’s obligations under this Agreement.

8.2 Weathermatic may collect and use aggregated and anonymized data derived from Customer Data and Customer’s use of the SmartLink Services (including usage patterns, controller programming trends, and service interaction data) to improve the SmartLink Services, develop new products and services, and for other lawful business purposes. Such aggregated and anonymized data will not identify Customer or any individual User.

8.3 Weathermatic will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. In the event of a data breach affecting Customer Data, Weathermatic will notify Customer without unreasonable delay.

8.4 All information collected through or in connection with the SmartLink Services is subject to Weathermatic’s Privacy Policy, as may be amended from time to time, which is hereby incorporated by reference.

9. TERMINATION

9.1 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Weathermatic may terminate this Agreement immediately upon written notice to Customer if: (a) Customer fails to pay any undisputed fees within thirty (30) days after receiving notice of nonpayment; (b) Customer breaches Section 3 (AI-Powered Features), Section 5 (Customer Responsibilities), or Section 7 (Intellectual Property) and such breach is not capable of cure; (c) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy or similar proceeding; or (d) Weathermatic reasonably determines that Customer’s use of the SmartLink Services poses a security risk to Weathermatic or its other customers.

9.2 Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer shall cease all use of the SmartLink Services; (c) each party shall return or destroy the other party’s Confidential Information in its possession, except as required to be retained by applicable law; and (d) Customer may export its Customer Data for a period of thirty (30) days following termination, after which Weathermatic may delete Customer Data.

9.3 The following provisions shall survive any termination or expiration of this Agreement: Definitions, Confidentiality, Intellectual Property, Data Ownership and Use, Warranties and Limitation of Liability, Indemnification, and General Provisions.

10. WARRANTIES; LIMITATION OF LIABILITY

10.1 Weathermatic represents and warrants that: (a) it will provide the SmartLink Services in a professional manner consistent with general industry standards; (b) the SmartLink Services will perform substantially in accordance with the Documentation; and (c) the SmartLink Services will not, at the time of delivery, contain any virus, worm, Trojan horse, or other malicious code intentionally introduced by Weathermatic.

10.2 WEATHERMATIC DOES NOT GUARANTEE THAT THE SMARTLINK SERVICES OR AI FEATURES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WEATHERMATIC WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT WEATHERMATIC DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SMARTLINK SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SMARTLINK SERVICES AND AI FEATURES ARE PROVIDED “AS IS” AND WEATHERMATIC HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.3 In addition, Weathermatic shall not be liable for: (a) any loss, corruption, or damage to Customer’s hardware, data, programs, software, or applications arising from or associated with use of the SmartLink Services; (b) any loss of Customer’s ability to communicate with irrigation controllers, modems, or other devices, or any downtime or losses arising from downtime; (c) any loss, cost, or damage resulting from Customer’s inability to access the SmartLink Services due to lost, stolen, compromised, or misused login credentials, or from unauthorized, inadvertent, erroneous, negligent, or malicious modification of Customer’s data, irrigation controller programming, schedules, or settings by any person; (d) any loss, cost, or damage resulting from overwatering, untimely watering, or any loss or degradation of Customer’s landscape, turf, plants, irrigation controllers, or irrigation equipment; or (e) any security breaches affecting the SmartLink Services, the SmartLink website, or Customer’s software or hardware used in connection with the SmartLink Services.

10.4 NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF WEATHERMATIC) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA, OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to: (a) breaches of confidentiality obligations; (b) misuse of Customer Data; (c) infringement or misappropriation of the other party’s intellectual property rights; or (d) Customer’s payment obligations.

11. INDEMNIFICATION

11.1 Customer shall indemnify, defend, and hold harmless Weathermatic and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer’s or its Users’ use of the SmartLink Services in violation of this Agreement; (b) Customer Data or any content provided by Customer infringing the rights of a third party; or (c) Customer’s violation of applicable law.

11.2 Weathermatic shall indemnify, defend, and hold harmless Customer from and against any third-party claims that the SmartLink Services, as provided by Weathermatic under this Agreement, infringe any United States patent, copyright, or trademark of a third party; provided that Customer promptly notifies Weathermatic of such claim, gives Weathermatic sole control of the defense and settlement, and provides reasonable cooperation at Weathermatic’s expense.

12. GENERAL PROVISIONS

12.1 Assignment. Neither party may assign this Agreement or any rights under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale, or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Any purported assignment in violation of this Section shall be void. Either party may employ subcontractors in performing its duties under this Agreement, provided that such party shall not be relieved of any obligation under this Agreement.

12.2 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

12.3 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

12.4 Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given: (a) five (5) business days after mailing if sent by registered or certified U.S. mail; (b) when sent, if sent by email to the address specified by the receiving party (provided that notice of termination or breach must also be sent by mail or courier); or (c) when delivered, if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth in the applicable order or as otherwise designated by written notice.

12.5 No Third-Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners, or customers, or upon any other person or entity.

12.6 Status of Parties. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

12.7 Governing Law. This SmartLink Agreement shall be governed by the laws of the State of Texas and exclusive venue for any disputes related to this Agreement will be the courts located in Dallas County, Texas.

12.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.9 Entire Agreement. This Agreement, together with any applicable order or subscription plan and Weathermatic’s Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.

12.10 Amendment. Weathermatic may update this Agreement from time to time by posting the revised version on the SmartLink website or by providing notice to Customer. Customer’s continued use of the SmartLink Services following such update constitutes acceptance of the revised Agreement. Material changes will be communicated to Customer at least thirty (30) days before they take effect.