Terms of Service

These Terms of Service ("Terms") are a binding agreement between you ("you," "your," or "User") and Clearwell Resources LLC, an Arizona limited liability company doing business as Headgate ("Headgate," "we," "us," or "our"). They govern your access to and use of the website located at headgatewater.com and any related subdomains, pages, forms, and tools (collectively, the "Site"), including the eligibility-check feature and the lead-capture form (together, the "Services").

By accessing the Site, submitting information through any form, or otherwise using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site.

You must be at least 18 years old and legally able to enter into a contract to use the Services.

Headgate buys certain Arizona water rights, principally Type 2 non-irrigation grandfathered groundwater rights, from the people and entities that hold them. The Site exists to let a rights holder tell us about a right they may want to sell, and to let an unsure holder ask us to check public records on their behalf.

Please understand the following before you use the Services.

a. No offer to buy is made through the Site. Nothing on the Site, in any form acknowledgment, in any callback, or in any communication from Headgate is an offer to purchase, a binding commitment to purchase, a guarantee that we will make an offer, or a guarantee of any price, value, or outcome. Any actual purchase of a water right occurs, if at all, only under a separate written purchase agreement signed by both you and Headgate. Until such an agreement is signed, either party may decline to proceed for any reason or no reason.

b. We are a principal buyer, not your broker or agent. Headgate buys for its own account. We do not act as your broker, agent, fiduciary, advisor, or representative, and we owe you no fiduciary duty. Our interests as a buyer may differ from yours as a seller.

c. No professional advice. The Site and our communications are for general informational purposes only and are not legal, financial, tax, real-estate, or title advice. We are not your lawyer, accountant, or financial advisor. You should consult your own professionals before deciding to sell a water right.

d. No government affiliation. Headgate is a private company. We are not affiliated with, endorsed by, or acting on behalf of the Arizona Department of Water Resources ("ADWR"), any Active Management Area, or any other government agency. Any reference to ADWR, public records, certificates, or "58-" right numbers describes publicly available information and the standard change-of-ownership process; it does not imply any official status or endorsement.

If you ask us to check whether you hold a sellable water right (for example, through the "look it up free" feature), the following applies.

The check is a free, no-obligation, informational courtesy. We search publicly available records, including ADWR's public groundwater-rights records, against the name and location details you give us, and we tell you what we find. Governing access to those records is the Arizona Public Records Law (A.R.S. § 39-121 et seq.).

The result of an eligibility check is not a title opinion, not a legal determination of ownership, and not a guarantee that you hold any right, that a right is severable or sellable, or that we will offer to buy it. Public records can be incomplete, out of date, or recorded under a different name or entity, and the authoritative record of a Type 2 right is the ADWR certificate. We may be unable to locate a right that exists, or may locate a record that turns out not to be yours. You should not rely on an eligibility-check result for any purpose other than deciding whether to continue a conversation with us.

You represent that you have a good-faith basis to inquire about the rights or names you submit (for example, you are the holder, an heir, a successor, or a person with authority to act for the holder).

When you submit the lead form or request an eligibility check, you provide contact details (a phone number is required; email is optional) and information about the water right or the names to be searched.

a. Consent to contact. By submitting your phone number and/or email address, you authorize Headgate and persons acting on its behalf to contact you about your inquiry and a potential transaction, including by phone call, email, and, if you provide a mobile number, text message (SMS). Message and data rates may apply, message frequency varies, and you may opt out of text messages at any time by replying STOP.

b. Consent is not a condition of purchase. Your consent to be contacted is not a condition of any purchase or of using the eligibility check.

c. Calls may be recorded. We may record or monitor calls for quality, training, and recordkeeping purposes.

d. Accuracy. You agree that the information you provide is true and accurate to the best of your knowledge, and that you will not submit information about a person or right you have no good-faith basis to inquire about. We may rely on the information you provide.

e. Capture on entry. For operational reasons, information you type into a form field may be captured when you move to the next field, even if you do not press a final submit button. If you do not want us to receive your information, do not enter it.

We make no promise that we will make an offer, that any offer will reflect any particular price or valuation, or that any transaction will close within any particular time. Marketing statements on the Site such as "fair, no-obligation offer," "we handle the paperwork," or "we typically get back to you within one business day" describe our general practice and intent. They are not guarantees, are subject to change, and create no contractual right.

Our collection and use of your information is described in our Privacy Policy. We do not sell your personal information.

You agree not to: use the Site for any unlawful purpose; submit information you have no right to submit; impersonate any person or misrepresent your authority over a water right; introduce malware or attempt to gain unauthorized access to the Site or its systems; scrape, harvest, or systematically extract data from the Site; interfere with the Site's operation; or use the Site to compete with Headgate's sourcing (for example, to assemble a competing list of rights holders). We may suspend or terminate access for any User who violates these Terms.

The Site and its contents, including text, design, graphics, logos, and the "Headgate" name and mark, are owned by Headgate or its licensors and are protected by intellectual-property laws. We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the Site for the purpose of inquiring about selling a water right or checking eligibility. You may not copy, reproduce, modify, distribute, or create derivative works from the Site except as expressly permitted.

The Site may reference or link to third-party resources, including public ADWR records. We do not control and are not responsible for third-party sites or content, and a link or reference is not an endorsement.

This Section limits liability only for use of the Site and Services. It does not govern any signed purchase agreement, which will contain its own terms.

Please read this Section carefully. It affects how disputes are resolved.

a. Informal resolution first. Before starting any formal proceeding, you and Headgate agree to try to resolve any dispute informally by contacting disputes@headgatewater.com and allowing 90 days to resolve it.

b. Binding arbitration. Except as stated below, any dispute arising out of or relating to the Site, the Services, or these Terms that is not resolved informally will be resolved by final and binding arbitration administered by [ARBITRATION PROVIDER] under its [applicable consumer rules], rather than in court. The arbitration will be held in Maricopa County, Arizona or by remote means, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

c. Class-action waiver. You and Headgate agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims.

d. Carve-outs. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief for intellectual-property misuse or unauthorized access.

e. Opt-out. You may opt out of this arbitration Section by sending written notice to disputes@headgatewater.com within 30 days of first accepting these Terms. If you opt out, the governing-law and venue provisions in Section 13 apply.

If any portion of this Section is found unenforceable, the remainder will be enforced, except that if the class-action waiver is found unenforceable, this entire Section will be void.

These Terms and any dispute not subject to arbitration are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules. Subject to Section 12, the state and federal courts located in Maricopa County, Arizona will have exclusive jurisdiction, and you consent to venue there.

We may modify, suspend, or discontinue any part of the Site at any time. We may also update these Terms; the "Last updated" date below will reflect the current version, and material changes will be posted on the Site. Your continued use of the Site after changes take effect constitutes acceptance.

You consent to receive communications and records from us in electronic form, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

These Terms, together with the Privacy Policy, are the entire agreement between you and Headgate regarding the Site and Services, and supersede prior understandings about the Site. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them to an affiliate or successor. There are no third-party beneficiaries. Section headings are for convenience only.