Master Service Agreement
Effective Date: June 1, 2026 Last Updated: June 1, 2026
This Master Service Agreement (“Agreement”) governs the provision of software subscriptions, consulting services, implementation support, operational assessments, and related services provided by B Maintained, LLC (“B Maintained”). By executing an Order Form, Statement of Work, or otherwise utilizing B Maintained services, Client agrees to be bound by the terms of this Agreement.
1. Definitions
“Client” means the organization executing an Order Form or otherwise receiving Services.
“HydroIntel IQ” means the software platform, AI-powered advisory tools, reporting systems, and associated technologies provided by B Maintained.
“Services” means consulting services, implementation support, reliability programs, assessments, training, software subscriptions, and other professional services provided by B Maintained.
“Order Form” means a mutually executed document specifying products, pricing, subscription terms, and service details.
“Confidential Information” means non-public business, technical, operational, financial, and proprietary information disclosed by either party.
2. Scope of Services
B Maintained may provide software subscriptions, operational intelligence services, reliability improvement programs, process optimization support, maintenance consulting, assessments, implementation services, training, and other professional services as specified in an Order Form or Statement of Work.
3. HydroIntel IQ Advisory Use
HydroIntel IQ provides operational guidance, recommendations, reports, and AI-generated responses based upon user inputs, facility-specific information, and available data.
Client acknowledges that HydroIntel IQ serves solely as an advisory tool and does not replace qualified operators, engineers, maintenance personnel, management systems, safety procedures, or regulatory compliance programs.
All recommendations must be independently reviewed, validated, and approved by qualified personnel prior to implementation.
4. Client Responsibilities
Client shall:
• Maintain qualified personnel responsible for operational decisions.
• Ensure data submitted to HydroIntel IQ is accurate and complete.
• Comply with all applicable laws, regulations, permits, and safety requirements.
• Independently evaluate recommendations before implementation.
• Maintain appropriate operational oversight of all facility activities.
5. Fees and Payment
Fees shall be identified within the applicable Order Form.
Unless otherwise specified, payment terms are Net 30 days from invoice date.
B Maintained reserves the right to suspend services for overdue accounts.
Client shall remain responsible for all fees incurred prior to termination.
6. Subscription Terms
Subscription services begin upon successful implementation or activation.
Subscriptions automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.
Subscription fees may be adjusted upon renewal with prior notice.
7. Confidentiality
Each party agrees to maintain the confidentiality of proprietary information disclosed during the course of the relationship.
Confidential Information includes operational data, process information, reports, business plans, pricing information, software configurations, AI prompts, and system outputs.
Confidential Information shall not be disclosed to third parties without written consent except as required by law.
8. Intellectual Property
HydroIntel IQ, associated software, algorithms, methodologies, workflows, reports, documentation, trademarks, and related intellectual property remain the exclusive property of B Maintained, LLC.
No ownership rights are transferred to Client under this Agreement.
9. Limitation of Liability
To the fullest extent permitted by law, B Maintained shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages arising from the use of HydroIntel IQ or any Services.
B Maintained shall not be responsible for:
• Equipment damage
• Process upsets
• Production losses
• Regulatory violations
• Environmental incidents
• Safety incidents
• Business interruption
resulting from actions taken based upon recommendations, reports, analyses, or AI-generated outputs.
Client assumes full responsibility for all operational decisions.
10. Warranty Disclaimer
Services and software are provided “AS IS” and “AS AVAILABLE.”
B Maintained disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
11. Indemnification
Either party may terminate this Agreement for material breach upon thirty (30) days written notice if the breach remains uncured.
Monthly subscriptions may be terminated by either party with thirty (30) days written notice.
Termination does not relieve Client of outstanding payment obligations.
12. Termination
Either party may terminate this Agreement for material breach upon thirty (30) days written notice if the breach remains uncured.
Monthly subscriptions may be terminated by either party with thirty (30) days written notice.
Termination does not relieve Client of outstanding payment obligations.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflict-of-law principles.
14. Entire Agreement
This Agreement, together with any Order Forms and Statements of Work, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements relating to the subject matter herein.