Digital Solutions

(if applicable)

16.1 Digital Enabled Services; Data. If the Company provides Digital Enabled Services under these Conditions, these Digital Enabled Services require the collection, transfer and ingestion of building, equipment, system time series, and other data to Company’s cloud-hosted software applications. The Client consents to and grant the Company the right to collect, transfer, ingest and use such data to enable the Company and its affiliates and agents to provide, maintain, protect, develop and improve the Digital Enabled Services and products and services. The Client acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, insure against all loss or guarantee a certain level of performance. The Client will be solely responsible for the establishment, operation, maintenance, access, security and other aspects of the Client’s computer network (“Network”), will appropriately protect hardware and products connected to the Network and will supply the Company secure Network access for providing Company’s Digital Enabled Services. As used herein, “Digital Enabled Services” mean services provided hereunder that employ the Company’s software and related equipment installed at the Client’s facilities and the Company’s cloud-hosted software offerings and tools to improve, develop, and enable such services. Digital Enabled Services may include, but are not limited to, (a) remote servicing and inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboarding and health reporting. If the Client accesses and uses Software that is used to provide the Digital Enabled Services, the Software Terms (defined below) will govern such access and use.
16.2 Company Digital Solutions. Use, implementation, and deployment of the software and hosted software products (“Software”) offered under these Conditions shall be subject to, and governed by, the Company’s standard terms for such Software and Software related professional services in effect from time to time at www.johnsoncontrols.com/techterms (collectively, the “Software Terms”). Specifically, the Company General EULA set forth at www.johnsoncontrols.com/buildings/legal/digital/generaleula governs access to and use of software installed on your premises or systems and the Company’s Terms of Service set forth at www.johnsoncontrols.com/buildings/legal/digital/generaltos govern access to and use of hosted software products. The applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, the Company reserves, and its licensors reserve, all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software.  The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto.
16.3 Notwithstanding any other provisions of these Conditions, unless otherwise agreed, the following terms apply to Software that is provided to the Client on a subscription basis (i.e., a time limited license or use right), (each a “Software Subscription”):
16.3.1 Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted in the applicable statement of work, order or other applicable ordering document. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a “Renewal Subscription Term”), unless either party provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. To the extent permitted by applicable law, Software Subscriptions purchases are non-cancellable, and the sums paid non-refundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. The Client will pay all invoiced amounts within thirty calendar days after the date of invoice. Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at our Company’s then-applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in these Conditions and applicable SOW will be subject to additional fees based on the date such excess use began.