Manufacturer Agreement

Effective: pending finalization

1. Eligibility + Registration

You represent and warrant that:

• You are a pump manufacturer or authorized representative of one.
• You have authority to bind the manufacturer to this Agreement.
• The information you provide during signup is accurate and complete.
• You will keep registered users in your account current and remove users who leave the company.

We reserve the right to verify manufacturer status (via TXT record on the manufacturer's domain or other means) and may suspend or deny accounts where verification fails.

2. The Manufacturer Portal

The Manufacturer Portal at mfr.headlosscalculator.com lets you:

• Upload pump products + performance curves to be displayed in the public catalog.
• Receive Request-for-Quote (RFQ) leads from engineers using the headloss calculator.
• Configure webhooks + API keys for catalog/lead data sync.
• See performance dashboards (funnel, ROI, time-series) at /performance.
• Manage billing + subscription tier.

Specific feature availability depends on your subscription tier (see Section 5).

3. Manufacturer Content

3.1 License to display

You grant us a non-exclusive, worldwide, royalty-free license to host, display, transmit, and process the pump performance curves, product specifications, marketing copy, logos, and other content you upload (collectively, "Manufacturer Content") for the purpose of operating the Service.

This license terminates when:

• You remove the content from the Portal, OR
• This Agreement terminates.

We may retain Manufacturer Content for up to 90 days after termination to allow for re-instatement; permanent deletion follows.

3.2 Your warranties

You warrant that:

• You own or have rights to license all Manufacturer Content you upload.
• Performance data is accurate to the same standard you publish in your official datasheets and is presented honestly without misleading claims.
• Your content does not infringe any third party's intellectual property rights.
• Your content complies with applicable advertising-truth and consumer-protection laws.

3.3 Indemnification

You agree to indemnify, defend, and hold us harmless from any third-party claim arising out of:

• Your Manufacturer Content (IP infringement, defamation, misrepresentation, false advertising, etc.);
• Your interactions with engineers via the lead pipeline;
• Your breach of this Agreement.

<<ATTORNEY-REVIEW: This is the core indemnification ask — confirm scope is enforceable + appropriately broad.>>

3.4 Right to remove

We may remove any Manufacturer Content at any time, with or without notice, including for:

• Apparent IP infringement;
• Misleading or fraudulent performance claims;
• Violation of this Agreement or our Terms of Service;
• Compliance with legal process.

4. The Lead Pipeline

When an engineer using the Service clicks "Request Quote" on one of your products, we generate a Lead containing the engineer's contact information + their hydraulic context (flow, head, fluid).

4.1 Your obligations

• You must respond to leads in good faith with timely, accurate information.
• You may not use lead contact information for unrelated marketing without separate consent from the engineer.
• You must comply with all applicable telephone, email, and text-marketing laws (TCPA, CAN-SPAM, state-specific equivalents).
• You may not share, sell, or transfer lead information to third parties.

4.2 Lead pricing

For metered tiers, you are billed per Lead. The current per-lead price is shown in your billing dashboard at the time of subscription. Lead price is fixed at the start of each billing period and may change with 30 days' notice.

A Lead is "billable" when:

• The engineer's contact information is present + valid;
• The Lead is not flagged as spam/fraud during our internal review;
• You did not dispute the Lead within 7 days of receipt with grounds we deem valid.

<<ATTORNEY-REVIEW: Lead-billing terms — confirm dispute process is legally enforceable + commercially reasonable.>>

5. Subscription + Billing

5.1 Tiers

We offer multiple subscription tiers (Verified, Pro, etc.). Tier features and prices are listed at https://mfr.headlosscalculator.com/pricing and may change with 30 days' notice.

5.2 Payment

Subscription payments are processed by Stripe. You authorize us (via Stripe) to charge the payment method on file at the start of each billing period.

5.3 Tier changes

You may upgrade at any time (prorated). Downgrades take effect at the end of the current billing period.

5.4 Cancellation

You may cancel at any time. Cancellation takes effect at the end of the current billing period. We do not pro-rate refunds for cancellations; you retain access through the period you've already paid for.

5.5 Late payment

If your payment fails, we will retry up to 4 times over 14 days. If still unpaid, your account is downgraded to Verified tier, your products + curves are hidden from the public catalog, and access to paid features (Pro performance dashboards, API, webhooks) is suspended until payment succeeds.

5.6 Taxes

Subscription fees are exclusive of any applicable taxes. We collect sales tax in jurisdictions where required and remit to the appropriate authority.

6. API + Webhooks (Pro tier)

If your subscription includes API access:

• You will use API keys only for your own integrations and not share them with third parties.
• API rate limits are documented at /api/v1/docs and enforced per-key.
• Webhook URLs you configure must use HTTPS. We sign webhook payloads with HMAC-SHA-256; your endpoint must verify signatures.
• You are responsible for monitoring your webhook delivery dashboard at /performance/webhooks.

7. Performance Dashboards

Performance dashboards (funnel, time-series, ROI) are based on Lead activity attributed to your account. Metrics are computed from our internal logs and audit events. We make commercially reasonable efforts for accuracy but do not warrant that dashboard data is exact to the unit.

8. Confidentiality

Each party agrees to keep the other party's confidential information (financial data, lead contact information, performance metrics, pricing, business strategies) confidential and not disclose it to third parties. This obligation survives termination.

9. Termination

9.1 Termination for convenience

Either party may terminate this Agreement at any time by giving 30 days' written notice (email to info@purposeas.com from your registered admin user is sufficient).

9.2 Termination for breach

We may terminate immediately for material breach (fraudulent uploads, IP infringement, payment failure beyond Section 5.5, illegal use of leads, etc.).

9.3 Effect of termination

Upon termination:

• Your products + curves are hidden from the public catalog.
• You retain access to historical lead data for 90 days for download.
• Outstanding billing is settled.
• Sections 3.2 (your warranties), 3.3 (indemnification), 8 (confidentiality), 10 (limitation of liability), 11 (governing law) survive termination.

10. Limitation of Liability

OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS IN SECTION 9 OF THE TERMS OF SERVICE ARE INCORPORATED BY REFERENCE.

<<ATTORNEY-REVIEW: Confirm cap appropriate for B2B SaaS with manufacturer revenue exposure.>>

11. Governing Law + Disputes

This Agreement is governed by the laws of [STATE OF LLC FORMATION]. Disputes shall be resolved in the state and federal courts of [COUNTY, STATE].

<<ATTORNEY-REVIEW: Mirror Terms of Service — consider arbitration. B2B SaaS commonly uses commercial arbitration for higher-stakes disputes.>>

12. General

• Independent contractors. This Agreement does not create a partnership, joint venture, or employer-employee relationship between us.
• No exclusivity. Both parties remain free to enter similar agreements with other counterparties.
• Assignment. You may not assign this Agreement without our written consent. We may assign in connection with a corporate transaction.
• Amendments. Material changes to this Agreement will be announced via email to your registered admin user with 30 days' notice. Continued use of the Portal after the effective date is deemed acceptance.
• Entire agreement. This Agreement together with the Terms of Service and Privacy Policy is the entire agreement between the parties regarding the subject matter.
• Notices. Notices to us: info@purposeas.com (with copy to [LEGAL ADDRESS]). Notices to you: the email of your registered admin user.

13. Contact

Questions? Email info@purposeas.com with subject "Manufacturer Agreement Question."