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Terms of Service for Climate Mechanical Services Cloud Hosting

Terms of Service for Climate Mechanical Services Cloud Hosting

  1. Acceptance of Terms By accessing and using the cloud hosting services (“Services”) provided by Climate Mechanical Services (“CMS”), including any associated 4G LTE connectivity services, you explicitly agree to comply with and be bound by these Terms of Service (“ToS”). If you do not agree to these terms, your sole recourse is to discontinue the use of our Services immediately.
  2. Description of Service CMS provides a suite of cloud hosting services designed to manage and monitor building management systems via the Niagara N4 platform, including but not limited to, remote data storage, system management, dashboard functionalities, technical support services, and critical 4G LTE connectivity.
  3. User Obligations You agree to use the Services only for lawful purposes as permitted by these ToS and applicable laws. You are responsible for all activities conducted under your account and must maintain the confidentiality of your access credentials. You must notify CMS immediately of any unauthorized use or security breach.
  4. Service Availability CMS does not guarantee uninterrupted or error-free service. The availability of Services may be affected by factors including but not limited to maintenance, upgrades, technical issues, and conditions beyond CMS’s control. CMS will make reasonable efforts to notify users of anticipated service interruptions.
  5. Fees and Payment
    5.1 Service Fees The Services are provided at a monthly fee, billed annually. CMS reserves the right to adjust pricing at any time, including but not limited to, changes in external costs such as charges from 4G LTE carriers or other service providers. Notice of any fee changes will be provided to the Client at least 30 days in advance. Continued use of the Services after such changes constitutes acceptance of the new fees.
    5.2 Payment Terms Payment is due within 30 days of the invoice date. Late payments will incur a late fee of 1.5% per month on any outstanding balance. CMS reserves the right to suspend Services for accounts 30 days past due and to terminate Services for accounts 60 days past due. In the event of termination, the Client remains liable for any outstanding balances, including fees incurred up to the date of termination.
    5.3 Licensing Fees and SMA Transfers Any requests for licensing fee transfers or Software Maintenance Agreement (SMA) transfers are subject to additional fees. These fees will be determined based on the specific requirements of the transfer and must be paid in full before the transfer is initiated. CMS reserves the right to deny any transfer requests that could potentially disrupt service or compromise system integrity.
  6. SIM Cards
    6.1 SIM Cards Provided by Third Parties If the Client provides their own SIM cards for use with CMS Services, the Client is solely responsible for maintaining service to the site, including ensuring connectivity and dealing with any interruptions. CMS is not liable for any service interruptions, data loss, or other issues arising from the use of third-party SIM cards.
    6.2 SIM Card Replacement and Installation Upon the Client’s request, CMS can remove an existing SIM card and install a customer-provided SIM card as part of the severance process or during regular service. This service is subject to an additional fee, which must be agreed upon and paid in full before the commencement of the SIM card replacement. CMS will not be liable for any issues arising from the use of the newly installed SIM card.
  7. Cloud Severance
    7.1 Initiation of Severance Services may be terminated by CMS with or without cause upon 30 days’ written notice. Clients may terminate their use of the Services with 30 days’ written notice.
    7.2 Severance Procedure CMS will facilitate the transition of services to client-provided hardware, subject to a severance fee that covers the labor and resources required. Detailed procedures and associated costs are outlined in the service agreement.
    7.3 Severance Service Fee A non-refundable severance service fee will be required before the commencement of any data transfer services. The applicable severance fees are as follows:
  • Up to 10 Devices: $5,000
  • Up to 50 Devices: $6,000
  • Up to 100 Devices: $7,500
  • Up to 200 Devices: $10,000
  • Unlimited Devices: Custom quote based on specific requirements
    If the Client has maintained continuous service on CMS’s hosting platform for a period exceeding 36 consecutive months, the severance fees will be reduced by 30%. The adjusted fees are as follows:
  • Up to 10 Devices: $3,500
  • Up to 50 Devices: $4,200
  • Up to 100 Devices: $5,250
  • Up to 200 Devices: $7,000
  • Unlimited Devices: Custom quote based on specific requirements
    7.4 Hardware Provisioning CMS offers to provide hardware for local setups at an additional fee, specified in the service agreement. Clients may alternatively use their own hardware, subject to compatibility with CMS services.
  1. Access to Services
    8.1 General Access CMS hosting will allow users read-write access from the Reflow dashboard. This access facilitates user interaction with system functionalities, including configuration adjustments and data management.
    8.2 Niagara N4 Platform Access Access to the Niagara N4 platform will be granted on a case-by-case basis and restricted to read-only permissions. This measure ensures that the system setup is not altered while CMS is hosting the service. Requests for elevated access must be submitted in writing and will be considered based on the specific needs and circumstances of the client.
  2. Intellectual Property CMS retains all rights, titles, and interests in the Services and all associated intellectual property. Unauthorized use of CMS’s intellectual property may result in legal action.
  3. Disclaimer of Warranties CMS provides the Services on an “as is” and “as available” basis. CMS expressly disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
  4. Limitation of Liability CMS’s liability under these ToS shall not exceed the amount paid by the client for the Services during the twelve months prior to the arising incident. CMS shall not be liable for indirect, incidental, consequential, or punitive damages.
  5. General Provisions
    12.1 Governing Law These ToS shall be governed exclusively by the laws of the state where CMS is headquartered, without regard to conflict of law principles.
    12.2 Modifications to Terms CMS reserves the unilateral right to update or modify these ToS at any time. Continued use of the Services after such changes constitutes acceptance of the new ToS.
    12.3 Contact Information Direct all inquiries related to these ToS to support@cmshvacnj.com.
    12.4 Dispute Resolution All disputes under these ToS will be resolved exclusively through final and binding arbitration in the jurisdiction where CMS is headquartered.
    12.5 Severability If any provision of these ToS is found unenforceable, such provision will be modified to reflect the parties’ intention, and the remaining provisions of the ToS will remain in full effect.
    12.6 Waiver No waiver of any terms of these ToS will be deemed a further or continuing waiver of such term or any other term.