These Terms & Conditions (“Terms”) apply to the services, products, and goods (collectively 
“Services”) provided by Water Dynamics Corp. d/b/a Mermaid Water Solutions (“WDC”) to the customer 
identified in the Proposal (“Customer”). These Terms are incorporated into and are material terms 
of the proposal to which they are attached (the “Proposal”). The Proposal, together with these 
Terms, shall be referred to collectively as the “Agreement.” These Terms supersede all previous 
correspondence, proposals, offers, usages, course of dealings and conventions including any implied 
contracts or commitments.

1.0   Scope of Work. The scope of work is limited to the System installation, materials, and 
Services expressly described in the Proposal and for the location identified therein to the 
exclusion of any other work, materials, services and locations. The Proposal may be withdrawn by 
Mermaid Water Solutions if not accepted within thirty (30) days.

2.0   Termination. WDC may terminate this Agreement at any time for any reason upon written notice 
to Customer, in which event WDC shall refund any deposits or prepaid amounts for Services not yet 
rendered. Customer may terminate this Agreement upon thirty (30) days’ written notice to WDC. In 
the event of termination by Customer, Customer shall remain responsible for payment of all amounts 
due for all products delivered, equipment shipped, and services rendered prior to the effective 
date of termination.

2.1  Right to Cure. Prior to any termination for cause, the non-breaching party shall provide the 
breaching party with written notice specifying the alleged breach in reasonable detail. The 
breaching party shall have thirty (30) days from receipt of such notice to cure the breach. If the 
breach is not cured within such thirty (30)-day period, the non-breaching party may terminate this 
Agreement immediately upon written notice. This cure provision does not apply to termination for 
convenience under Section 2.0.

3.0   Water Sensing Devices. Customer shall install water sensing devices near all water treatment 
equipment, as leaks can and will occur. Customer should contact an alarm company or install a DIY 
system such as Ring. WDC recommends installing sensors next to water heaters, well storage tanks, 
and washing machines. This measure is especially important for finished basements and mechanical 
rooms without floor drains. Customer acknowledges this recommendation and agrees that WDC is not 
responsible for damages arising from or relating to Customer’s failure to install water sensing 
devices including but not limited to consequential damages which could have been mitigated.

3.1   Site History & Pre-Existing Conditions. Customer will provide WDC with accurate and complete 
information about the subject location and any relevant site or System conditions, including any 
prior issues, past leaks, past microbiological events, pre-existing conditions, or relevant 
modifications. Customer intends that WDC rely on the information provided without independent 
verification. Customer acknowledges that incomplete, inaccurate, or incorrect information may 
impact the Services. WDC is not responsible for consequences arising from inaccurate or incomplete 
information provided by Customer or for conditions occurring after the term of this Agreement has 
expired or for damages arising from conditions pre-existing this Agreement, including but not 
limited to previously rebuilt, bypassed, poorly maintained, or neglected filtration systems for 
which Customer assumes full responsibility. WDC cannot predict the issues an older system may 
present. WDC will use reasonable efforts to restore functionality where appropriate but cannot make 
any warranty or guarantee regarding pre-existing systems. WDC disclaims responsibility for any 
issues arising from or relating to such systems.

3.2   Recommendations. Customer acknowledges that WDC may provide recommendations, service 
schedules, and operational guidance in connection with the System(s). Customer shall hold WDC 
harmless for any damages or claims arising from or relating to Customer’s failure to follow 
recommendations.

4.0   Exclusions. The Services to be performed under this Agreement do not include electrical work 
which is to be performed by a licensed electrician. WDC is not responsible for well equipment 
upstream of filtration systems such as well pumps or water meters. Water softeners backwashing into 
nitrogen reducing septic systems are not recommended, and WDC disclaims any liability arising 
therefrom. WDC is not responsible for any interaction between WaterCop®, FloLogic®, or other 
remote-based water shutdown systems with the water filtration systems installed by WDC.

5.0   Installer & Product Liability. Customer acknowledges that WDC is a non-manufacturing seller 
and installer of equipment, products, components, and materials (collectively, “Products”) designed 
and produced by third-party manufacturers and vendors. WDC does not manufacture, fabricate, or 
design any Products. Accordingly, all warranties for the Products are made exclusively by the 
manufacturer. Customer’s sole remedy for any design, manufacturing or marketing defect in a Product 
shall be against the manufacturer, and WDC will pass through to Customer all applicable 
manufacturer warranties. WDC shall have no liability for, and Customer shall release, defend, 
indemnify, and hold harmless WDC from, any and all claims, losses, damages, liabilities, costs, or 
expenses—including return visits, removal, reinstallation, downtime, property damage, bodily

injury, or consequential damages—arising out of or relating to any defect in, or performance of, 
the Products, whether asserted under theories of strict liability, negligence, breach of warranty, 
product liability, or otherwise. These terms supersede any conflicting provisions, apply regardless 
of WDC’s role as a downstream distributor or installer, and shall survive delivery, installation, 
acceptance, payment and the termination of this Agreement.

5.1   Workmanship Warranty. WDC’s sole warranty is for its installation, labor and workmanship as 
provided herein. This warranty applies solely to WDC’s work and does not extend to any Products, 
which are covered exclusively by the applicable manufacturer’s warranty. In no event shall WDC’s 
total liability under this warranty exceed the total amount paid by Customer to WDC under this 
Agreement.

5.2   New Systems. WDC warrants installation labor and workmanship on new systems for a period of 
two (2) years from the date of installation.

5.3   Rebuilt Systems. For rebuilt or refurbished systems, WDC warrants its installation labor and 
workmanship for a period of one (1) year from the date of completion. This warranty expressly 
excludes any reused, pre-existing, or Customer-supplied components.

5.4   Reverse Osmosis Units. WDC warrants its installation labor and workmanship on reverse osmosis 
units for a period of one (1) year from the date of installation.

5.5   Warranty Exclusions. The warranty provided herein does not include: (a) damage caused by 
misuse, neglect, improper maintenance, unauthorized modification, or alteration of the installed 
system by anyone other than WDC; (b) damage caused by accident, casualty, Acts of God, or 
conditions beyond WDC’s control; (c) normal wear and tear; (d) any pre-existing conditions in 
Customer’s plumbing, electrical, or water supply systems; or (e) any condition arising from 
Customer’s failure to comply with any obligations set forth in this Agreement.

5.6   Sole Remedy. The Customer’s sole and exclusive remedy under this workmanship warranty shall 
be the repair or re-performance of the allegedly defective installation work, at WDC’s election. 
WDC shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive 
damages arising from or relating to its labor or workmanship, even if advised of the possibility of 
such damages.

5.7   Voluntary Accommodations. Any accommodation, concession, repair, replacement, or other 
assistance voluntarily provided by WDC beyond its obligations under this Agreement (whether based 
on goodwill, customer relations, or otherwise) shall not be construed as an admission of liability 
or fault, shall not create any additional warranty or obligation, shall not establish a course of 
dealing or expand the scope of this Agreement, and shall not constitute a waiver of any of WDC’s 
rights, remedies, or defenses under this Agreement or applicable law. WDC reserves the right to 
decline similar accommodations in the future in its sole discretion.

6.0   Water Treatment & Filtration Acknowledgment. Customer acknowledges that the Systems installed 
by WDC are designed to assist in the reduction or minimization of certain contaminants in 
Customer’s water supply. While these Systems may assist in improving water quality, no water 
treatment system, filtration equipment, or related service can be represented to completely 
eliminate or prevent all contaminants, guarantee potability, achieve a non-detect result, or ensure 
compliance with any federal, state, or local drinking water standard. Some systems may require 
periodic servicing, media replacement, or multiple treatments. Customer remains solely responsible 
for the operation of its water system(s) and for compliance with all applicable laws, regulations, 
and codes, including but not limited to the Safe Drinking Water Act and applicable New York State 
and local health requirements. WDC does not certify potability, water safety, or regulatory 
compliance.

6.1   Carbon Filtration & Service Intervals. Carbon filtration systems installed by WDC are 
designed to reduce organics, volatile organic compounds, chlorine, trihalomethanes (THMs) and other 
chlorine disinfection byproducts, pesticides, industrial solvents, polychlorinated biphenyls 
(PCBs), and per- and polyfluoroalkyl substances (PFAS). Carbon filtration is intended to assist in 
the minimization of these contaminants but does not guarantee their elimination, removal to 
non-detect levels, or compliance with any applicable maximum contaminant level (“MCL”). If carbon 
filtration is installed to address a contaminant at or above the applicable MCL, the carbon media 
in the vessel should be changed annually. For all other applications, WDC recommends a service 
interval of two (2) to four (4) years. Failure to timely service or replace carbon media may reduce 
or eliminate the System’s effectiveness. Customer is responsible for maintaining the recommended 
service intervals. WDC shall not be liable for any diminished filtration performance, contaminant 
exposure, or related damages resulting from Customer’s failure to maintain the recommended service 
schedule.

6.2   Health Risks. The Parties acknowledge the following: (a) waterborne pathogens, including but 
not limited to Legionella, Pseudomonas, lead, Escherichia coli (E. coli), and other microorganisms, 
are ubiquitous or common in water systems and present inherent risks. Regulatory thresholds are 
compliance standards only and do not guarantee complete or continuous pathogen elimination; (b) 
per- and polyfluoroalkyl substances, including PFOA, PFOS, and GenX chemicals (collectively, 
“PFAS”), are widespread and found in many water sources; PFAS mitigation equipment and filtration 
media are designed and produced solely by third-party manufacturers and vendors, and WDC is not the manufacturer of such products, makes no representations or warranties regarding their efficacy, and has no 
responsibility for their performance or regulatory compliance; and (c) the U.S. Environmental 
Protection Agency and the Centers for Disease Control and Prevention affirm that no level of lead 
exposure is considered safe, and complete elimination of lead in water systems cannot be guaranteed 
due to aging infrastructure, corrosion, and legacy plumbing materials. While certain water 
treatment measures may assist in the minimization of risk, no water treatment system, filtration 
equipment, or related service can be represented to completely prevent or control any contaminant 
or waterborne pathogen to a safe level, guarantee a non-detect result, or prevent waterborne 
illness. WDC therefore disclaims any and all liabilities relating to waterborne pathogens, PFAS, 
lead, or any associated health or environmental risks. Customer releases, waives, and discharges 
WDC from any and all claims, losses, damages, liabilities, and demands arising from or relating to 
any contaminant, waterborne pathogen, or health risk in connection with the Services or the 
Systems.

6.3   Personal Injury; Assumption of Risk. Customer acknowledges that due to individual host 
susceptibility, the ubiquitous nature of waterborne pathogens, and the inherent limitations of 
water treatment and filtration, incidences of disease, illness, or injury may occur despite the 
implementation of treatment or filtration systems. The Services are not intended, represented, or 
warranted to prevent or control waterborne pathogens, guarantee the safety of water for human 
consumption, or prevent illness or injury of any kind. WDC does not provide medical or public 
health advice and does not determine the safety or potability of Customer’s water. Customer assumes 
full responsibility for determining whether its water is suitable for consumption and for any 
health-related consequences arising from the use of water treated or filtered by the Systems. WDC 
recommends that Customer have its water independently tested by the Suffolk County Department of 
Health or a certified laboratory.

7.0   Limitation of Liability & Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
LAW, WDC’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN 
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL 
AMOUNT ACTUALLY PAID BY CUSTOMER TO WDC UNDER THIS AGREEMENT FOR THE SUBJECT LOCATION.
Customer shall hold WDC harmless for any damages or claims arising in any manner from Customer’s 
failure to comply with Customer’s obligations under this Agreement or Customer’s failure to 
otherwise abide by the Terms. IN NO EVENT SHALL WDC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, 
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION PROPERTY 
DAMAGE, WATER DAMAGE, BODILY INJURY OR ILLNESS ARISING FROM WATER QUALITY, MOLD, MILDEW, BUSINESS 
INTERRUPTION, LOSS OF USE, LOSS OF PROFITS, OR COST OF SUBSTITUTE SERVICES), REGARDLESS OF THE 
CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF WDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. All equipment-related damages shall be limited to the replacement value of the equipment installed, and only while such equipment remains under warranty. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 5.1, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WDC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE PRODUCTS, OR ANY SYSTEM INSTALLED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR 
NON-INFRINGEMENT. All Product warranties are exclusively those of the manufacturer, as set forth in Section 5.0. Customer’s sole remedy against WDC for defective workmanship is the repair or re-performance remedy described in Section 5.6, subject to the liability cap set forth in Section 5.1.8.0 Governing Law & Disputes. This Agreement is governed by New York law without regard to conflict rules. Exclusive venue lies in the state and federal courts in Suffolk County, New York, and each party consents to such jurisdiction. The parties shall attempt to resolve disputes in good faith within thirty (30) days of written notice; if unresolved, the parties shall mediate before filing suit. The prevailing party in any action shall recover reasonable attorneys’ fees and costs.

8.1   Assignment. Customer may not assign this Agreement without WDC’s prior written consent.

8.2   Independent Contractor. WDC is an independent contractor; nothing herein creates an 
employment, partnership, or joint venture relationship.

8.3   Entire Agreement; Amendments. This Agreement (including the Proposal) constitutes the entire 
agreement between the parties and supersedes all prior or contemporaneous oral or written 
representations, understandings, negotiations, agreements, and communications between the parties, 
including any prior course of dealing or trade usage. No oral promise, statement, representation, 
or side agreement made by any representative of WDC shall be binding unless reduced to writing and 
signed by both parties. This Agreement may be amended only in a writing signed by both parties. 
There are no third-party beneficiaries.

​

8.4   Survival; Severability; Waiver. Sections concerning equipment,  water treatment 
acknowledgments, warranty disclaimers, limitations of liability, and dispute resolution survive 
termination. If any provision is unenforceable, the remainder remains in effect. No waiver is 
effective unless in writing.

8.5   Capital Improvements. New Systems are capital improvements. Customer must submit NYS Form 
ST124 with the accepted Proposal or tax will be added to the final cost. This Proposal may be 
withdrawn by WDC if not accepted within thirty
(30) days.

8.6   Home Improvement Notices. To the extent this Agreement constitutes a “home improvement contract” under New York General Business Law Article 36-A, Customer acknowledges that: (a) any contractor, subcontractor, or materialman who provides home improvement goods or services pursuant to this Agreement and who is not paid may have a valid legal claim against Customer’s property known as a mechanic’s lien, and Customer may contact an attorney to determine Customer’s rights to discharge such a lien; (b) Customer has the right to cancel this Agreement within three (3) business days of signing; and (c) WDC shall comply with applicable deposit and escrow requirements under New York Lien Law § 71-a. The approximate start and completion dates for the work shall be as set forth in the Proposal.