BETWEEN OZONE WATER TREATMENTS US CORP AND DANIEL ARISTIZABAL CARDONA / ADRIANA CARDONA VÁSQUEZ
This Operating Agreement (hereinafter, the "Agreement") is entered into by and 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 shall serve as Directors and Managers for the city of Dallas, Texas, freely and voluntarily agree to be bound 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 between the parties.
SECOND. CORPORATE REGISTRATION OF THE PARTIES
(a) THE COMPANY
Ozone Water Treatments US Corp, registered in the State of Florida under registration number P17000051466, with legal 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, whose legal address is 1100 Parkstone Dr, Aubrey, TX 76227, with Driver's License No. 52754492.
- Adriana Cardona Vásquez, whose legal address is 13125 S Haven Way, Providence Village, TX 76227, with Driver's License No. 53247863.
THIRD. CONTRIBUTIONS AND RESPONSIBILITIES
(a) Responsibilities of the COMPANY
The COMPANY shall provide the initial capital necessary for opening operations and transferring the required equipment to initiate commercial activities, as well as the storage unit where such equipment will be stored.
The equipment supplied to the branch shall have the following base values, subject at all times to market fluctuations:
- Ozone Plus for city water: USD $3,500
- Ozone Duo Pro for city water: USD $5,000
- Ozone Infinity for well water: USD $5,000
- Ozone Hero for well water: USD $7,000
These prices may be subject to adjustments arising from manufacturing, logistics, or transportation costs, upon prior notice from the COMPANY.
The aforementioned prices include:
- Alkaline RO Reverse Osmosis System for kitchen installation.
- Contribution of:
- USD $500 for city system installations.
- USD $650 for well system installations.
- Soap coupons for a period of five (5) years.
Prices do not include additional warranty coverage, maintenance, resin or mineral replacement, filters, or labor post-installation.
Furthermore, the COMPANY shall provide:
- Management of financial and administrative platforms.
- Corporate marketing support, social media, and specific campaigns.
- Corporate guidelines for the proper use of the brand and institutional image.
The DISTRIBUTOR and any associated representatives must strictly comply with the corporate identity parameters established by the COMPANY, subject to prior approval.
(b) Responsibilities of the DISTRIBUTOR
The DISTRIBUTOR, according to operational volume and commercial growth, may establish commercial offices intended for operational expansion, with support from the COMPANY upon mutual prior agreement between the parties.
Additionally, the DISTRIBUTOR shall be obligated to:
- Recruit qualified sales personnel.
- Maintain an adequate training center in coordination with the main office.
- Coordinate promotional activities.
- Maintain direct and constant communication with the COMPANY regarding operational procedures.
- STORAGE UNIT AND INVENTORY PRESERVATION. The Distributor formally commits to ensuring the optimal condition, maintenance, and security of the physical space designated as the storage unit, safeguarding the perfect preservation of both the facilities and the goods, equipment, and merchandise stored therein. Furthermore, it is established that a detailed and permanent inventory of said goods shall be maintained, which must remain strictly linked, synchronized, and updated in real-time with the main office system of Ozone Water Treatments. As of the date hereof, said storage unit is located at the following address: 2861 Walnut Hill Ln, Dallas, TX 75229.
FOURTH. FINANCIAL CONDITIONS
The commercial market value of the equipment shall be as follows:
- City systems: starting from USD $8,500.
- Well systems: starting from USD $8,700 up to USD $14,990, depending on technical requirements.
Sales and installation commissions shall be settled as financial institutions process the respective disbursements.
During the initial operational period, no additional financial consideration shall be required in favor of the COMPANY.
FIFTH. WARRANTIES
The equipment shall carry a minimum installation warranty of three (3) months against leaks and drippings; this warranty must be covered directly at no additional cost by the local technician and supervised by the Branch Manager.
Any technical fault must be reported in writing within a maximum period of seven (7) days from detection and, once addressed, must be reported for tracking in each customer's CRM.
The COMPANY shall be responsible for equipment manufacturing defects.
Manufacturer warranties cover:
- 3 years for the valve, including the electronic board.
- 10 years for mineral retention tanks. Parts replaced during this period must be transported to the branch warehouse and returned to the main office.
- Minerals and resins must be replaced depending on the system from five years onwards; costs shall be established according to current market prices at that time.
- Mechanical parts and gaskets must be inspected annually, as well as additional filters attached to the system (big blue).
Customers shall only be charged for handling and labor.
SIXTH. CONFIDENTIALITY
The parties undertake to maintain strict confidentiality regarding all technical, financial, operational, and commercial information to which they have access during the term of this Agreement and following its termination.
During the term of this Agreement, the COMPANY shall maintain direct communication solely with the DISTRIBUTOR. Consequently, the COMPANY shall refrain from making direct or indirect approaches to salespeople, analysts, technicians, or other collaborators belonging to the DISTRIBUTOR, unless express prior authorization is granted.
Any type of contact must be conducted with the prior knowledge and acceptance of the DISTRIBUTOR in order to prevent information leaks, talent poaching, or distortion of corporate messaging.
SEVENTH. OPERATIONAL OBLIGATIONS OF THE DISTRIBUTOR
The DISTRIBUTOR shall be required to comply with the requirements, procedures, and timelines established by the COMPANY, pursuant to the following provisions:
- Mandatory use of the links provided by the COMPANY'S administrative team, corresponding to:
- Application link.
- Installation link.
- Soap link.
- The authorized installer must promptly send, upon completion of the installation, 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 details on the same day the sale is made in order to process the corresponding documentation for signature in a timely manner.
- The soap link must be completed on the same day the sale is executed.
- The DISTRIBUTOR must keep the equipment inventory properly updated as installations and operational movements take place.
EIGHTH. INTELLECTUAL PROPERTY
Intellectual property shall be governed in accordance with the Lanham Act and other applicable regulations.
Any trademark, logo, technology, advertising, or corporate material of the COMPANY may only be used with prior written authorization.
This Agreement does not imply any transfer of intellectual property rights.
NINTH. DATABASE AND CLIENTELE
All information regarding customers, prospects, databases, and commercial records generated by the DISTRIBUTOR by virtue of this Agreement shall be the exclusive property of the COMPANY.
The DISTRIBUTOR may not retain, transfer, or use such information upon termination of the contractual relationship.
TENTH. NON-COMPETE AND NON-SOLICITATION
During the term of this Agreement, the DISTRIBUTOR agrees not to offer similar products or services, nor contact customers, employees, or strategic partners of the COMPANY within the territory subject to this Agreement.
In the event that the COMPANY onboarding new sales representatives, analysts, or collaborators within the territory assigned to the DISTRIBUTOR, such individuals must be registered under our operational line.
A financial compensation table shall be established between the COMPANY and the DISTRIBUTOR for the economic development and growth of the sales team.
It is expressly noted that, prior to signing this Agreement, the DISTRIBUTOR possesses an existing inventory of water treatment equipment of brands other than the COMPANY. The marketing of said pre-existing inventory until its total depletion shall not constitute a violation of the non-compete clause, provided that no new acquisitions 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 said inventory for record and control purposes.
ELEVENTH. DURATION, RENEWAL, AND REVIEW
This Agreement shall have an initial term of two (2) years starting from the date hereof, 05/25/2026, and shall automatically renew unless written notice to the contrary is provided at least sixty (60) days in advance.
The parties shall review the terms of the Agreement every twelve (12) months to ensure its commercial and legal validity.
TWELFTH. EARLY TERMINATION
This Agreement may be terminated by:
- Mutual agreement between the parties.
- Material breach of any of the obligations established herein.
- Unilateral decision upon sixty (60) days prior written notice.
In the event of termination, the parties must formalize the closure of pending operations and carry out the corresponding settlements.
THIRTEENTH. PENALTIES
(a) Penalties applicable to the DISTRIBUTOR
- Payment of USD $5,000 for improper use of trademark or corporate image.
(b) Recidivism
Repeated non-compliance shall entitle the affected party to terminate this Agreement immediately, without prejudice to corresponding legal actions.
(c) OPERATIONAL CESSATION
In the event of an operational cessation at the branch resulting from a material and duly proven breach by the DISTRIBUTOR, the DISTRIBUTOR shall be obligated to cover operational costs and return transport of equipment to the main office. In all other cases of Agreement termination—including mutual agreement, unilateral decision by either party, or causes not attributable to the DISTRIBUTOR—the costs of equipment transport and removal shall be fully covered by the COMPANY.
FOURTEENTH. SERVICE REPORTING AND SUPPORT
All technical support requests must be sent to the official customer service email, including a detailed description of the issue.
The terms and conditions set forth in the official warranty document shall apply.
FIFTEENTH. DISPUTE RESOLUTION
Pursuant to the Federal Arbitration Act (9 U.S.C. § 1 et seq.), any controversy arising from this Agreement shall initially be submitted to direct negotiation between the parties.
If a resolution is not reached, the parties shall proceed to mediation before the American Arbitration Association (AAA) in the State of Texas and, as a last resort, to binding arbitration.
Neither party may excuse itself from fulfilling its contractual obligations by alleging force majeure or unforeseen external causes, unless otherwise provided by applicable law.
SIXTEENTH. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Any controversy shall 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
Executed in two (2) counterparts of equal tenor and validity.
