Terms of Use

Our Commitment to Enable Smart Buildings

TBL Technologies, Inc., including its affiliates and subsidiaries (collectively, “TBL“), is committed to enabling smart buildings by providing robust services and solutions (“Services“). As part of this commitment, TBL outlined general terms and conditions (“Terms”) that govern the use of TBL’s Services.

General

TBL reserves the right to change or modify the Terms or Privacy Policy at any time without notice. It is your responsibility to review the Terms periodically as your continued use of the Services represents your agreement with the then-current Terms.

By accepting these Terms, you agree to be legally bound by these Terms, our Privacy Policy, and any other underlying agreements or terms.

Last Updated: Feb 20, 2024

Suspension Rights

TBL reserves the right, at its sole discretion, to suspend access to the Services:

To address technical, security, or other emergency issues; or
If TBL believes you have violated any provision, including but not limited to the Proprietary Rights and Use Restrictions described below. In such circumstances, TBL will use commercially reasonable efforts to notify you of the reasons for suspension as soon as practicable (or if the reason for suspension is to address an emergency issue, promptly thereafter).

In the circumstances described in the first paragraph of this section, TBL will promptly reinstate your access to the Services upon resolution of the issue. In no event will TBL be responsible to you for damages suffered as a result of a suspension in accordance with this section.

Proprietary Rights and Use Restrictions

TBL reserves all rights, title, and interest in and to the Services and any software or services used to provide the Services, including all intellectual property rights therein. No rights are granted to you other than as expressly set forth otherwise. The Services, including all software programs, tools, utilities, processes, methods, techniques, and other materials used or developed by TBL is the property of TBL and/or its licensors, and is protected by copyright and other intellectual property laws. You shall not:

Permit any non-licensee to access the Services or any software used to provide the Services;
Use or permit the use of the Services in a manner contrary to applicable law or that infringes, violates, or misappropriates the rights of any third parties, including the privacy rights or intellectual property rights of such parties;
Store or process personal information characterized as “sensitive information” under applicable privacy laws, including but not limited to any health information, social insurance, social security, or credit card numbers;
Create derivative works of any software used to provide the Services;
Access the Services to build a competitive product or service or copy any feature, functions, or graphics of the Services;
Sell, rent, lease, license, transfer, or distribute the Services to any third party;
Alter, remove, or cover any proprietary notices, labels, or marks from the Services;
Use the Services for service bureau purposes, software as a service (SaaS) offering, or otherwise to provide services to any third party;
Use the Services in the operation of critical data systems, such as those used for the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, patient data systems, life support machines, or other equipment in which the failure of the Services could lead to death, personal injury, or severe physical or environmental damage; or
Except for the purpose of interoperability or as permitted by any third-party license, reverse engineer the Services or any software used to provide the Services.

Third-Party Software

To the extent that any third-party software is included in the Services, including but not limited to open-source software, you agree to be bound by the terms and conditions of any license associated with or referenced in such third-party software.

Privacy and Security

You are responsible for ensuring that:

Your use of the Services and any personal information that you choose to upload and use the Services to host, process, or store is in compliance with all applicable privacy laws; and
You have provided all necessary notice, obtained all necessary consents, and otherwise have all authority to provide such personal information to TBL for the purpose of deliver the Services.
TBL shall have no liability for any claims made against you as a result of any claims by any third party related to your misuse of their personal information. You agree to indemnify and hold TBL harmless from any claims, costs, losses, or damages arising from any claims by any third party related to the misuse of your personal information.
TBL shall have the right to include visual and written information related to the Services in promotional and marketing material. Such information shall include your name, services rendered, and other collected data.

Export and Territorial Restrictions

The Services contain encryption technology that is controlled for export by the U.S. government and may be subject to import and/or use regulations in other jurisdictions. It is your responsibility to comply with laws and regulations relating to the export, import, and use of the Services. You represent, warrants, and covenants that the Services are not and will not be made available to:

A national of, or resident of, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country or territory which may be added to the list of restricted countries from time to time by the U.S government or to persons or entities prohibited from receiving U.S. exports;
Anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or Entity List; or
A resident of any jurisdiction to which export or re-export of the Services is prohibited, including but not limited to jurisdictions included under the Area Control List of the Exports and Imports Permit Act of Canada.

You will not, in any manner whatsoever, remove, convey, export, re-export, or transmit the Services in a manner that would contravene the spirit or the letter of any export law, regulations, or policies in any country, including any international treaties or agreements, and you will not permit, encourage, assist, or facilitate such activities by any other person or entity.

Term and Termination

TBL, in its sole discretion, may terminate your use of the Services or any part thereof without notice. Additionally, TBL may immediately suspend your access to the Services or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms or if it determines that you are a repeat infringer of a third party’s intellectual property or other rights. TBL may also, in its sole discretion and at any time, discontinue providing the Services, any part thereof, with or without notice.

TBL will not be liable to you or any third-party for any termination or suspension of your access to the Services or any part thereof. You may terminate the Services at any time by immediately discontinuing all access to the Services and by providing notice to TBL of such discontinuance, if applicable.

In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with these Terms.

Effect of Termination

Upon any termination, including non-renewal, your access to and rights to use the Services will immediately terminate. You agree to immediately cease all use of the Services and TBL may immediately take such technical steps as may be necessary to prevent your further use of the Services. In addition, all payments that would otherwise have been payable to TBL for the Services during the term (to the extent not already paid by you) shall become immediately due and payable. Any post-termination transition assistance required by you is subject to the mutual agreement of the parties and may require the payment of Professional Services fees.

United States Government

In the event that TBL provides the Services, including related software and technology, for ultimate federal government end use such use shall be solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.277-7015 (Technical Data) and FAR 12.212 (Software), and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed in these Terms, it must negotiate with TBL to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

Warranty

TBL warrants that it:

Has taken and will take commercially reasonable measures designed to ensure that the Services do not contain any viruses, malicious code, or undisclosed features capable of deleting, disabling, deactivating, interfering with, or otherwise harming Data described below;
Owns, or has the authority by license to, all right, title, and interest in the Services, sufficient to fulfill TBL’s obligations under these Terms; and
Will use commercially reasonable physical, organizational, and technical measures to protect data described in Data below against unlawful access, use, or disclosure.

Despite such efforts and due in part to the SaaS nature of the Services, data described in Data below may be accessed by unauthorized persons when communicated across the internet and over various networks, only part of which may be owned or operated by TBL.

Accordingly, except as expressly provided above, the Services are provided “as is” and “as available” and TBL does not warrant that:

The Services will meet your requirements;
The Services will be free from any disabling code;
Operation of the Services will be uninterrupted;The Services will be error-free;
You will enjoy use of the Services without interference;
Errors or other defects in the Services will be corrected or will be corrected within a specific period of time; or
Unauthorized third parties will be restricted from accessing or interfering with data described in Data below. Specifically, TBL is not responsible for data described in Data below or personal information that is accessed by unauthorized persons when communicated across the internet, network communications facilities, or other electronic means.

TBL hereby disclaims all representations, warranties, and conditions of express and implied, including any implied warranties, representations, or conditions of merchantable quality, fitness for a particular purpose, and noninfringement. Again, the entire risk as to the quality, performance, and accuracy of the Services is borne by you.

Maintenance/Upgrades

Occasionally, the Services may be temporarily unavailable due to service maintenance and/or upgrades. To minimize the impact to you, most of TBL’s maintenance and/or upgrade activities are scheduled to occur during low peak hours, as reasonably determined by TBL with reference to its service metrics.

TBL’s maintenance and/or upgrade activities do not usually result in any interruption to the Services; however, on occasion, you may see a service interruption. If real-time access to the Services is unavailable due to scheduled or unscheduled downtime, then you may continue to work offline and data can be synchronized later, when access to the Services is restored. The extent of the new features or functionality that may be available to you following such maintenance and/or upgrade activity will depend on then-current subscription entitlement.

Data

You are responsible to develop, implement, and maintain procedures to archive any data that is stored on the software platform (“Data”). TBL recommends that you retrieve and locally save Data on a daily, or at minimum weekly, basis.

Data that is accessed by TBL will:

Be kept confidential;
Be handled in accordance with applicable laws and regulations; and
Not be shared with any unauthorized personnel or comingled with other data.

TBL may host, collect, use, and store Data and other data and information relating to your use and performance of the Services to:

Make the Services available to you;
Generally, improve the Services;
Monitor your use of certain features or functionality of the Services for billing purposes; and
Generate anonymized and aggregated information to enable TBL to monitor the performance, use, and stability of the Services and to develop and distribute benchmarks and similar reports and databases.

TBL may maintain back-up copies of Data in a secure site, provided such back-up copies are destroyed in accordance with applicable timeline and policies for data destruction. Subject to the foregoing and provided you has paid all applicable fees, on termination of your subscription to the Services, you can request the deletion of Data, which TBL will confirm not later than seven (7) days following its receipt of your request, and forty-five (45) days thereafter, Data will be deleted. Otherwise, Data will be deleted sixty (60) days following termination of access.

Indemnification

You will defend and hold harmless TBL and its affiliates, employees, officers, directors, agents, successors, and assigns, at your own expense, against any and all third-party liability, including but not limited to damages, recoveries, interest, penalties, and legal fees, directly or indirectly arising from or in connection with:

The Data;
Your violation of any third-party rights, including third-party intellectual property rights or privacy rights;
Any claims asserted by a third-party against TBL related to representations made by you with respect to TBL’s Services; and
Your use of the Services contrary to these Terms.

TBL will defend and hold you and your employees, officers, directors, agents, successors, and assigns, at TBL’s own expense, against any and all third-party liability, including but not limited to damages, recoveries, interest, penalties, and legal fees, directly or indirectly arising from or in connection with any third-party claims that your use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party under the laws of the United States (“Infringement Claim”). In the event of an Infringement Claim or if TBL reasonably believes the Services may infringe or misappropriate, TBL may in its discretion and at no cost to you:

Modify the Services so that they no longer infringe or misappropriate;
Obtain a license for your continued use of the Services in accordance with the Terms; or
Terminate the applicable Proposal upon written notice and refund to you any prepaid fees for the remainder of the then-current term following the effective date of termination.

The indemnifying party, as applicable, will pay all damages finally awarded by a court of competent jurisdiction to the third-party claimant or any settlement amounts that are agreed by the indemnifying party, along with all fees, costs, and expenses, including reasonable attorneys’ fees, incurred. The indemnifying party’s obligations under this section are subject to the condition that the indemnified party will:

Notify the indemnifying party promptly of any claims within twenty (20) business days of being served with a claim; and
Permit the indemnifying party to control the defense and settlement of such claims, provided that the indemnifying party will not settle or compromise any claim that requires the indemnified party to make any admission of liability or take any actions, without the indemnified party’s consent. Without limiting the foregoing, the indemnified party will assist and cooperate with the indemnifying party, as reasonably requested by the indemnifying party, at the indemnifying party’s expense, in defending or settling the applicable claim.

Limitation of Liability

TBL’s liability to you will, in all circumstances, be limited to direct damages only and TBL’s total aggregate liability for all claims arising under these Terms or in connection with your use or inability to use the Services will not exceed the amount paid by you to TBL for the Services giving rise to the claim during the six (6) month period preceding the date of the most recent claim. The foregoing limitation of liability in respect of direct damages shall not apply to damages caused by the gross negligence, willful misconduct, or fraud of TBL. To the maximum extent permitted by applicable law, neither TBL nor any of its affiliates, licensors, or subcontractors will have any liability to you for any lost revenue, lost profit, loss of anticipated savings, loss of data, or other economic loss, including but not limited to damages resulting from a data breach or breach of security, except to the extent that such damages are directly attributable to TBL’s gross negligence or willful misconduct, or for special, indirect, consequential, incidental, or punitive damages, however caused, arising out of or related to these Terms or your use of or inability to use the Services, even if a party has been advised of the possibility or such damages were reasonably foreseeable. The foregoing exclusions and limitations of liability shall apply regardless of whether the claim arises in contract, tort, including negligence, equity, or any other legal theory, including fundamental breach and failure of essential purpose.

Building Controls Liability

TBL is not responsible for losses, claims, or damages resulting from your and/or your Representatives failure to acknowledge or respond to information either made available through alerts or on TBL’s cloud platform called Orion^TM^.

You shall be responsible for ensuring that all heating and cooling systems are properly installed and maintained and that said systems fully comply with all applicable state, federal and municipal statutes, regulations, codes, and licensing requirements.
You are solely responsible for maintaining adequate heating and cooling to prevent physical damage.
You shall notify TBL of any issues with any aspect of your heating and cooling systems or TBL’s control and sensor network within twenty-four (24) hours of such knowledge.
You shall maintain a monitoring service relationship with TBL as stated in previous sections of these Terms. Failure to provide payment upon automatic renewal shall release TBL of any obligations to provide service and/or access to Orion^TM^.

You are solely responsible for providing heating and cooling, and any tenant complaints or violations that may be issued for failure to provide heating or cooling pursuant to the governing administrative code shall be at the sole liability of you.

You are solely responsible for the proper upkeep, maintenance, and performance of your heating and cooling systems and the related physical premises.
You acknowledge that you will be responsible for any TBL Node data overages resulting from unauthorized devices being connected to the TBL Node. Any tampering with or unauthorized access to the TBL Node by an outside device will result in data overage charges being billed to you.
You shall cause any officers, directors, employees, agents, contractors or sub-contractors of any tier, or anyone directly or indirectly employed by any of them, indemnify, defend and hold harmless, to the fullest extent permitted by law, TBL and the Indemnitees (“Indemnitees” is defined as TBL with affiliated entities and their respective officers, directors, employees, agents, volunteers and representatives; “Indemnitee” means any one of the foregoing) from and against any and all claims, settlements, judgments, losses, costs, damages and expenses of every kind and nature (including, without limitation, attorneys’ fees) arising in connection with any physical or mental injury or disability to, or death of, any person (including, without limitation, any Indemnitee, any employee or worker of you or any third party), or damage to or destruction of any property, caused by, resulting from, arising out of, or in any way occurring directly or indirectly or in any manner connected with your act, omission or work or the act, omission or work of any of their respective officers, directors, employees, agents, contractors or sub-contractors, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of the foregoing may be liable, which is not directly in relation to the installation and monitoring of the TBL control and sensor network. You will notify TBL of any damage, modification or tampering of the TBL control and sensor network requiring repair or replacement immediately upon being made aware of such need.

Contact Us

Email: support@tblbuildings.com