Terms of Sale

1. Order Acceptance and Cancellation

Upon your execution of a quote that references these Terms or your issuance of payment to Silient, LLC ("Silient," "we," "us," or "our"), a contract of sale is formed between you and Silient. Once the quote is executed or payment is issued, the order cannot be canceled. See the Return & Refund Policy at silient.com/pages/return-policy for return rights, if any.

2. Prices and Payment Terms

2.1 Pricing

Prices are as listed on the applicable quote. Prices exclude taxes and may exclude shipping and handling. Any tariff, duty, or similar government-imposed cost introduced or increased after the quote is issued will be added to the purchase price and is your responsibility. All amounts are payable in U.S. dollars. We are not responsible for typographical or pricing errors and may cancel any order arising from such errors.

2.2 Payment

Payment terms are within our sole discretion and must be received before processing. We accept major credit cards, ACH transfers, and bank wire transfers. You authorize us to provide your payment information to third parties as needed to process your transaction. You represent and warrant that the payment information you supply is true, correct, complete, and authorized for use, and that the charges incurred will be honored.

2.3 Software subscription fees

You agree to pay all applicable annual software subscription fees. If you fail to pay such fees, Silient may suspend your access to the software, including app-based control of devices.

3. Shipments; Delivery; Title and Risk of Loss

We will arrange shipment to you. You will pay all shipping and handling charges specified at ordering. Shipping and delivery dates are estimates only and are not guaranteed. We are not liable for delays.

Title and risk of loss pass to you upon acceptance of delivery. You must notify us within thirty (30) days of delivery of any missing or damaged items; notifications received after that period will not be honored.

4. Installation; Guides

4.1 Installation by you or your contractor

The purchase of a Silient product does not include installation. You are responsible for arranging installation through a qualified contractor that holds all licenses required to perform the installation in the jurisdiction of installation. You are solely responsible for meeting all installation, technical, and site-preparation specifications in the Silient guides available at silient.com/pages/technicalsupport (the "Guides"). You represent and warrant that you will comply with all Guides at the time of installation and for so long as the Product is in use or on your premises.

4.2 Resale and turnkey installations

You may not resell, transfer, or incorporate the Product into a third-party facility or installation except in the ordinary course of business as a licensed installation contractor performing a turnkey installation for an End Operator. In any commercial installation, you are responsible for obtaining a fully-executed Silient End Operator Acknowledgement from the End Operator before the Product is placed into service. Title may transfer to the End Operator as part of a turnkey installation, but the contractual obligations under these Terms remain with you as the original purchaser. Any other resale, transfer, or sublicense voids these Terms and the Warranty Policy.

4.3 Code compliance; site assessment

You acknowledge that you (or your installer) are responsible for verifying that the Product is permitted for installation under all applicable plumbing, mechanical, electrical, and building codes at the installation site, and for obtaining all permits, inspections, and approvals required by the authority having jurisdiction before placing the Product into service.

4.4 Installer / installation disclaimer

We expressly disclaim any and all liability for any damages or issues arising from or in connection with the Product if the Guides were not strictly complied with, or if you or the premises were not at the time of installation or at any time thereafter in full compliance with applicable building codes, ordinances, or other applicable laws, rules, regulations, or codes — provided that, to the extent any aspect of the Silient product's own design or construction is itself non-compliant with applicable code, Silient remains responsible for that aspect under the Warranty Policy. We also disclaim liability for damages arising from water damage, electrical issues, or fire.

4.5 Intended use; not a drinking-water appliance

The Product is designed, manufactured, and sold solely for use as a shower and bathing fixture. Although the Product connects to a building's water supply, it is not a water-treatment, water-purification, water-storage, or water-dispensing appliance, and is not intended, approved, or certified to supply, store, or deliver water for drinking, culinary, or any other direct human-consumption purpose. You represent and warrant that the Product will be installed and used only for its intended shower and bathing application, in accordance with the Guides and all applicable plumbing codes, and will not be used as a source of water for human consumption. You assume all responsibility and risk for any use of the Product outside of its intended application, and, to the fullest extent permitted by applicable law, Silient disclaims all liability and makes no warranty of any kind, express or implied, arising out of or relating to any such use.

5. Limited Warranty

See the Silient Warranty Policy at silient.com/pages/warranty-policy (the "Warranty Policy"). The Warranty Policy is incorporated into these Terms by reference. To the extent of any conflict between these Terms and the Warranty Policy, these Terms control as to matters not addressed by the Warranty Policy, and the Warranty Policy controls as to warranty scope and remedies.

For consumer purchases in the United States, any implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, are limited in duration to the duration of the express written warranty period stated in the Warranty Policy. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may have other rights which vary from state to state.

For commercial and non-consumer purchases, and to the maximum extent permitted by law in all other cases, Silient expressly disclaims all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing, course of performance, or usage of trade.

The remedies described in the Warranty Policy are your sole and exclusive remedies and Silient's entire obligation and liability for any breach of warranty.

6. Safety; Assumption of Risk

Use of this product involves exposure to cold water, which produces a cardiovascular response and, in susceptible individuals, may cause arrhythmia, syncope, hypothermia, frostbite, slip-and-fall injury, or death. Consult a physician before use. Do not use if you have or suspect you have cardiovascular disease, hypertension, arrhythmia, peripheral vascular disease, cold urticaria, Raynaud's syndrome, or any other condition aggravated by cold exposure; are pregnant or nursing; are taking medications that impair thermoregulation or judgment; are under the influence of alcohol or recreational drugs; are under 18; or are unsupervised.

Use of the Product is not a medical procedure. The Product has not been tested or approved by the FDA or any government agency for the treatment of any illness or disease. All information on our website is for informational purposes only.

You expressly acknowledge, and agree to inform all users of the Product, that there are inherent risks and dangers associated with cold-water exposure, including but not limited to cardiac events, hypothermia, loss of consciousness, frostbite, slip-and-fall injury, drowning, and death. By purchasing and using the Product, you knowingly and voluntarily assume all such risks on behalf of yourself and all users, and you accept responsibility for ensuring proper use in accordance with these Terms and all applicable Guides.

7. Limitation of Liability

Except where prohibited by law, and except for personal-injury damages arising from a Silient design defect that Silient knew or should have known of at the time of sale, in no event shall Silient, its affiliates, or their respective directors, officers, managers, employees, agents, suppliers, or partners be liable for any loss of use, revenue or profit, or any indirect, incidental, consequential, punitive, exemplary, or special damages arising out of or in any way connected with Silient's products or services, whether in contract, tort, strict liability, or otherwise. In no event shall Silient be liable for any direct or indirect damages or loss due to matters beyond Silient's reasonable control.

Silient's total cumulative liability for any damages in connection with these Terms and Silient's products shall not exceed the fees paid by you to Silient in the twelve (12) months preceding the event giving rise to liability, provided that this limit does not apply to (i) personal-injury damages where prohibited by law, (ii) Silient's gross negligence or willful misconduct, (iii) Silient's indemnification obligations under any separately executed agreement, (iv) breach of confidentiality, or (v) any other matter that cannot be limited under applicable law.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. Indemnification

You agree to release, discharge, defend, and indemnify Silient and its affiliates, officers, directors, managers, employees, agents, suppliers, and contractors (the "Silient Indemnitees"), and hold each Silient Indemnitee harmless, from and against any and all claims, demands, suits, actions, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees and costs of investigation) brought by any third party — including without limitation your users, your customers, the End Operator, any occupant, guest, invitee, member, or user of the premises where the Product is installed, or any other person — that arise from or relate to:

• (a) your or any third party's use, misuse, modification, installation, maintenance, or sanitization of the Product;
• (b) your violation of these Terms, the End Operator Acknowledgement, the Guides, or any applicable law;
• (c) any representation, warranty, or marketing claim made by you, the End Operator, or any user concerning the Product or its expected benefits; or
• (d) bodily injury, illness, property damage, or wrongful death sustained by any user of the Product or any occupant of the premises where the Product is installed.

The foregoing indemnification does not apply to the extent any such claim arises from (i) a Silient design defect that Silient knew or should have known of at the time of sale, or (ii) Silient's gross negligence or willful misconduct. Silient may, at its election, assume the exclusive defense and control of any matter subject to indemnification, in which case you shall cooperate fully.

9. Insurance (Commercial Purchasers)

If you are a commercial purchaser, you shall maintain, at your sole cost, commercial general liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and products and completed operations. You shall maintain workers' compensation coverage as required by law. You shall furnish a Certificate of Insurance evidencing such coverage on Silient's reasonable request.

10. Refrigerant Service Restriction

You shall not service, repair, modify, or recharge the refrigerant circuit of the Product, and you shall not permit any person who is not certified under EPA Section 608 (40 C.F.R. Part 82, Subpart F) to do so. Any unauthorized refrigerant service voids the refrigerant-circuit portion of the Warranty and constitutes a violation of these Terms. You shall indemnify the Silient Indemnitees against any claim, fine, penalty, or remediation cost arising from refrigerant release or unauthorized refrigerant service.

11. Dispute Resolution and Binding Arbitration

You and Silient are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or limited in arbitration.

Any claim, dispute, or controversy (whether in contract, tort, or otherwise, including statutory, consumer-protection, common law, intentional tort, injunctive, and equitable claims) between you and Silient arising from or relating to your purchase or use of Silient products or services will be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (AAA).

11.1 Commercial purchasers

For commercial purchasers, arbitration shall be conducted in the State of Delaware, in the English language, under the AAA Commercial Arbitration Rules, before a single arbitrator. The parties shall bear equally the cost of arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees as the arbitrator may determine). The arbitrator may not award punitive or multiple damages.

11.2 Consumer purchasers

For consumer purchasers, arbitration shall be conducted under the AAA Consumer Arbitration Rules, in the consumer's home county or such other venue as the AAA Consumer Due Process Protocol permits. AAA filing fees in excess of those for a comparable court action shall be paid by Silient.

11.3 Class waiver

Neither you nor Silient will be entitled to join or consolidate claims by or against other customers in court, in arbitration, or otherwise, or to participate in any claim as a class representative, class member, or in a private-attorney-general capacity. The arbitrator may not consolidate claims and may not preside over any representative or class proceeding. Any challenge to this class waiver may be raised only in a court of competent jurisdiction.

11.4 Exceptions

Either party may (a) bring an individual claim in a small-claims court with jurisdiction; (b) seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information; and (c) for consumer purchasers only, opt out of this arbitration agreement by sending written notice to hello@silient.com within thirty (30) days of the original purchase date. Opt-out does not affect the rest of these Terms.

11.5 Severability

If any provision of this Section 11 is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms enforced.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 11. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13. CPSC and Safety Notice Cooperation

If Silient issues a safety notice or recall regarding the Product, you shall cooperate, including by providing serial number information, installation locations to the extent known to you, and access for inspection or remediation. Continued use of the Product after receipt of a Silient safety notice voids the Warranty Policy as to that Product.

14. Compliance; Export and Sanctions

You agree to comply with all applicable laws and regulations of the United States and of any state or locality where the Product is purchased, shipped, or installed, including the Export Administration Regulations (EAR) and U.S. sanctions laws administered by OFAC. You represent and warrant that you are not purchasing the Product for export and that you will not ship, transfer, or install the Product in any jurisdiction or to any person prohibited by such laws.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than your obligations to make payments) caused by acts beyond the impacted party's reasonable control ("Force Majeure Events"), including (a) acts of God; (b) flood, fire, earthquake, other natural disasters, epidemics, or explosion; (c) war, hostilities, terrorist threats or acts, riot, or civil unrest; (d) government order, law, or action; (e) embargoes or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, or other industrial disturbances; (h) telecommunication breakdowns, power outages, or shortages of materials; (i) refrigerant supply disruption, refrigerant phase-down obligations, or regulatory action affecting any refrigerant used in the Product (including under the AIM Act, EPA SNAP listings, or the Montreal Protocol); and (j) any other event beyond the impacted party's reasonable control. The impacted party shall notify the other party within fifteen (15) days, use diligent efforts to mitigate, and resume performance as soon as reasonably practicable. If a Force Majeure Event remains uncured for sixty (60) days, the other party may terminate this Agreement on ten (10) days' written notice.

16. Assignment; No Waivers; Third-Party Beneficiaries; Severability; Entire Agreement

Assignment. You may not assign these Terms without our prior written consent. Any purported assignment in violation of this Section is null and void.

No waiver. Our failure to enforce any right or provision is not a waiver of future enforcement. Waivers must be in writing and signed by a duly authorized representative.

Third-party beneficiaries. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. The End Operator is an intended third-party beneficiary of the safety, indemnification, and limitation-of-liability provisions only to the extent of the End Operator Acknowledgement.

Severability. If any provision is invalid or unenforceable, that provision shall be severed and the remainder shall remain in full force and effect, with the invalid provision construed as narrowly as possible to be enforceable.

Entire agreement. The applicable Silient quote, these Terms, the Warranty Policy, and (where applicable) the End Operator Acknowledgement constitute the entire agreement between you and Silient on these matters and supersede any prior or contemporaneous agreement, advertising, or representation.

Modification. Silient may update these Terms from time to time. Updates apply only to products purchased on or after the effective date of the updated Terms.

17. Contact

Silient, LLC
1301 Regional Parkway, Charleston, SC 29492
hello@silient.com
1-833-503-1716