This Operating Agreement (hereinafter, the "Agreement") is entered into between Ozone Water Treatments US Corp (hereinafter, "THE COMPANY"), a corporation registered in the State of Florida, and Daniel Aristizabal Cardona and Adriana Cardona Vásquez (hereinafter, "THE DISTRIBUTOR"), who will serve as directors and managers of the city of Dallas, Texas, freely and voluntarily agree to be governed by the following clauses:
First. Purpose of the Agreement
THE COMPANY authorizes THE DISTRIBUTOR as the exclusive representative and distributor for the marketing, installation, and positioning of THE COMPANY's water treatment systems in the city of Dallas, Texas, as well as in any additional areas agreed upon in writing by the parties.
Second. Corporate Registration of the Parties
(a) THE COMPANY
Ozone Water Treatments US Corp, registered in the State of Florida under number P17000051466, with registered address at 3700 34Th St Suite 120 A Orlando FL 32805 and active corporate status.
Authorized representative: Juan Carlos Meauri.
(b) THE DISTRIBUTOR
Represented by:
- Daniel Aristizabal Cardona — registered address: 1100 Parkstone Dr Aubrey TX 76227. Driver's license No. 52754492.
- Adriana Cardona Vásquez — registered address: 13125 S Haven Way Providence Village TX 76227. Driver's license No. 53247863.
Third. Contributions and Responsibilities
(a) Responsibilities of THE COMPANY
THE COMPANY will provide the initial capital required to commence operations and transport the equipment necessary to begin commercial activities, as well as the storage facility where such equipment will be kept.
The equipment supplied to the branch will have the following base prices, always subject to market fluctuations:
| Equipment | Base Price |
|---|
| Ozone Plus — for municipal water | USD $3,150 |
| Ozone Infinity — for well water | USD $7,000 |
These prices may be subject to modifications resulting from manufacturing, logistics, or transportation costs, upon prior notice from THE COMPANY.
The above-mentioned prices include:
- Alkaline RO Reverse Osmosis system for kitchen installation.
- USD $500 contribution for municipal water system installations.
- USD $650 contribution for well water system installations.
- Soap coupons for a period of five (5) years.
The prices do not include additional warranty coverage, maintenance, replacement of resins, minerals, filters, or labor after installation.
THE COMPANY will also provide:
- Management of financial and administrative platforms.
- Support for corporate marketing, social media, and specific campaigns.
- Corporate guidelines for the proper use of the brand and corporate image.
THE DISTRIBUTOR and any associated representative must strictly comply with the corporate identity guidelines established by THE COMPANY, subject to prior approval.
(b) Responsibilities of THE DISTRIBUTOR
THE DISTRIBUTOR, according to the volume of operations and commercial growth, may establish commercial offices intended to expand operations, with support from THE COMPANY subject to mutual agreement between the parties.
THE DISTRIBUTOR will also be required to:
- Recruit qualified personnel for sales and marketing.
- Maintain an appropriate training center in coordination with the main office.
- Coordinate promotional activities.
- Maintain direct and continuous communication with THE COMPANY regarding operational procedures.
Storage Facility and Inventory Maintenance.
The Distributor formally agrees to ensure the optimal condition, maintenance, and security of the physical space designated as the storage facility, ensuring the proper preservation of both the premises and the goods, equipment, and merchandise stored therein. It is also established that a detailed and permanent inventory of such goods will be maintained, which must remain strictly linked, synchronized, and updated in real time with the system of the Ozone Water Treatments main office. As of the present date, the storage facility is located at the following address:
2861 Walnut Hill Ln Dallas TX 75229.
Fourth. Economic Terms
The market selling price of the equipment will be as follows:
| System Type | Market Price |
|---|
| Municipal water systems | USD $8,990 |
| Well water systems | USD $12,900 (according to technical requirements) |
Sales and installation commissions will be paid as the financial institutions make the respective disbursements.
During the initial operating period, no additional payment will be required in favor of THE COMPANY.
Fifth. Warranties
The equipment will have a minimum installation warranty of three (3) months against leaks and seepage. This warranty must be provided directly at no additional cost by the city technician and supervised by the Branch Manager.
Any technical failure must be reported in writing within a maximum period of seven (7) consecutive days from the date it is detected and, once addressed, must be reported for tracking in each customer's CRM.
THE COMPANY will be responsible for manufacturing defects in the equipment.
The manufacturer's warranties are as follows:
Three (3) years for the valve, including the electronic control board.
Ten (10) years for the mineral retention tanks.
Parts replaced during that period must be transferred to the branch storage facility and returned to the main office.
Minerals and resins must be replaced depending on the system from five (5) years onward; costs will be determined according to the market price at that time.
Mechanical parts and seals must be checked annually, as must the filters added to the machine (big blue).
Customers will only be charged for handling and labor.
Sixth. Confidentiality
The parties agree to maintain absolute confidentiality regarding all technical, financial, operational, and commercial information to which they have access during the term of this Agreement and after its termination.
During the term of this Agreement, THE COMPANY will maintain direct communication exclusively with THE DISTRIBUTOR. Accordingly, THE COMPANY will refrain from making direct or indirect approaches to salespeople, analysts, technicians, or other personnel belonging to THE DISTRIBUTOR, unless expressly authorized in advance.
Any type of contact must be made with the prior knowledge and acceptance of THE DISTRIBUTOR, in order to prevent information leaks, talent poaching, or distortion of corporate messages.
Seventh. Distributor's Operational Obligations
THE DISTRIBUTOR will be required to comply with the requirements, procedures, and deadlines established by THE COMPANY, in accordance with the following provisions:
- Mandatory use of the links ("links") provided by THE COMPANY's administrative team, corresponding to: application link, installation link, and soap link.
- The authorized installer must promptly send, once the installation is completed, photographs and serial numbers of the equipment used, in accordance with the guidelines established by THE COMPANY.
- THE DISTRIBUTOR must provide the customer's banking information on the same day the sale is made, in order to promptly process the corresponding documentation for signature.
- The soap link must be completed on the same day the sale is made.
- THE DISTRIBUTOR must keep the equipment inventory properly updated as installations and operational movements take place.
Eighth. Intellectual Property
Intellectual property will be governed by the Lanham Act and other applicable regulations.
Any trademark, logo, technology, advertising, or corporate material belonging to THE COMPANY may only be used with prior written authorization.
This Agreement does not imply any transfer of intellectual property rights.
Ninth. Database and Customer Base
All information relating to customers, prospects, databases, and commercial records generated by THE DISTRIBUTOR under this Agreement will be the exclusive property of THE COMPANY.
THE DISTRIBUTOR may not retain, transfer, or use such information once the contractual relationship has ended.
Tenth. Non-Competition and Non-Solicitation
During the term of this Agreement, THE DISTRIBUTOR agrees not to offer similar products or services or contact THE COMPANY's customers, employees, or strategic partners within the territory covered by this Agreement.
If THE COMPANY adds new salespeople, analysts, or personnel within the territory assigned to THE DISTRIBUTOR, such individuals must be registered in our operational structure.
THE COMPANY and THE DISTRIBUTOR will establish a compensation table for the economic development and growth of the sales team.
It is expressly acknowledged that, prior to signing this Agreement, THE DISTRIBUTOR has an inventory of water treatment equipment from brands other than THE COMPANY. The sale of such pre-existing inventory until it is fully depleted will not constitute a violation of the non-competition clause, provided that no new purchases of similar products are made during the term of this Agreement. THE DISTRIBUTOR must inform THE COMPANY, at the time of signing, of the approximate volume of such inventory for registration and control purposes.
Eleventh. Term, Renewal, and Review
This Agreement will have an initial term of two (2) years beginning on the present date 06/24/2026 and will be automatically renewed unless written notice to the contrary is provided at least sixty (60) consecutive days in advance.
The parties will review the terms of the Agreement every twelve (12) months in order to ensure its commercial and legal validity.
Twelfth. Early Termination
This Agreement may be terminated for:
- Mutual agreement between the parties.
- Material breach of any of the obligations established herein.
- Unilateral decision with prior written notice of sixty (60) consecutive days.
In the event of termination, the parties must formalize the closing of pending operations and make the corresponding settlements.
Thirteenth. Penalties
(a) Penalties Applicable to THE DISTRIBUTOR
- Payment of USD $5,000 for improper use of the brand or corporate image.
(b) Repeated Breach
Repeated breaches will entitle the affected party to terminate this Agreement immediately, without prejudice to any applicable legal actions.
(c) Operational Cessation
If an operational cessation occurs at the branch as a result of a serious and duly substantiated breach by THE DISTRIBUTOR, THE DISTRIBUTOR will be required to cover the operating costs and return transportation of the equipment to the main office. In all other cases of termination of the Agreement—including mutual agreement, unilateral decision by either party, or causes not attributable to THE DISTRIBUTOR—the transportation and removal costs of the equipment will be fully covered by THE COMPANY.
Fourteenth. Service and Support Reporting
Any request for technical support must be sent to the official customer service email, including a detailed description of the situation presented.
The terms and conditions established in the official warranty document will apply.
Fifteenth. Dispute Resolution
Pursuant to the Federal Arbitration Act (9 U.S.C. § 1 et seq.), any dispute arising from this Agreement will initially be submitted to direct negotiation between the parties.
If no resolution is reached, the parties will proceed to mediation before the American Arbitration Association (AAA) in the State of Texas and, ultimately, to binding arbitration.
Neither party may excuse itself from performing its contractual obligations by invoking force majeure or unforeseen external causes, except as otherwise provided by applicable law.
Sixteenth. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the State of Florida.
Any dispute will be submitted to the state or federal courts located in Orlando, Orange County, Florida.
The parties expressly waive any other venue or jurisdiction.
Seventeenth. Acceptance and Signatures
Signed in two (2) counterparts of equal content and validity.
