Legal

Last Updated: December 30, 2025

Customer may have purchased NexRev hardware (the "Products"), for building management systems and environmental management systems, with proprietary software which, when activated, allows Customer the ability to access, monitor, and control the systems remotely either from Customer's phone or computer.

These Software License Terms ("Software Terms") set forth the direct terms and conditions for the license of Software and related Documentation obtained by Customer from NexRev. These Software Terms supplement the General Terms, and exclusively govern NexRev's license of Software unless Customer has a separate written agreement with NexRev that specifically governs the license of such Software. To the extent that there is any conflict between the terms set forth in these Software Terms and the terms set forth in the General Terms, these Software Terms control and take precedence. Capitalized terms not defined in these Software Terms have the same meaning as in the General Terms.

1. Direct Purchase Terms.

This Section applies only to Orders for Software licenses that Customer places electronically or via Customer Portal. Orders will indicate the number of license(s) counted per user access with corresponding price in such Order, and the term of the license.

 2. Delivery.

Delivery of Software occurs as follows:

(a) If Customer opts to install the NexRev Software on Customer's cloud environment or server, delivery occurs upon Customer receipt of enabling key or access credentials available electronically to Customer.

(b) If Customer orders NexRev Hosted Software, delivery occurs when Customer has been given the right to access the Hosted Cloud Services available for Customer's use.

 3. Software License

(a) License Grant. Subject to these Software Terms and any limitations prescribed by NexRev in an Order or in the Documentation, NexRev grants to Customer a personal, non-exclusive, non-transferable, worldwide, limited, and revocable license, without the right to sublicense.

(b) License Restrictions. Customer may use the Software only in strict adherence to the terms of this Agreement. Customer may not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of or decrypt the Software; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Software; (c) violate any applicable laws, rules, or regulations in connection with Customer's access or use of the Software; (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of NexRev or its affiliates, partners, assignees, successors, or suppliers of the Software; (e) other than resale by a NexRev authorized reseller, use the Software for any revenue-generating endeavor or commercial enterprise other than the use of this Software to participate in NexRev's Services; (f) use the Software for creating a product, Service, or software that is, directly or indirectly, competitive with or in any way a substitute for any Services, product, or software offered by NexRev; (g) use the Software to send automated queries to any web site or to send any unsolicited commercial email; or (h) use any proprietary information or interfaces of NexRev or other intellectual property of NexRev in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Software.

4. Term and Automatic Renewal.

The Term of the Software License will commence upon delivery of the software, will automatically renew at the end of each Term, and will continue until terminated or expired, unless terminated earlier in accordance with its terms.

5. Suspension/Termination.

NexRev may suspend or terminate Customer's access to, and use of, any Hosted Services if Customer (a) fails to remit payments when due; (b) otherwise breaches these Terms or the General Terms, as applicable. NexRev will provide reasonable notice before suspending Customer's access to a Hosted Service unless NexRev, in its sole discretion, believes an immediate suspension or termination is required.

 6. Third Party and Embedded Software.

Notwithstanding other statements in this Section, third-party software components, including free, copyleft and open-source software components, if any, embedded in the Software ("Third-Party Embedded Software") are distributed in compliance with the licensing terms and conditions attributable to such Third Party. Third-Party Embedded Software that is delivered as part of the Software is included in the applicable warranty, support and indemnification provisions provided it is not removed or used separately from the Software.

7. Consent to Use of Data.

Customer agrees that NexRev may collect and use technical and related information, including but not limited to client name, location of building where the NexRev Software has been implemented, energy profile, and other technical information about Customer's energy management systems and application software, and peripherals, and NexRev may share such details with utility companies as described in Section 5.3 of the General Terms and in NexRev's Privacy Policy. This information is gathered periodically to facilitate the provision of software updates, product support and other services to Customer related to the NexRev Software and to verify compliance with the terms of this License. NexRev may use this information, as long as it is in a form that does not personally identify Customer, to improve NexRev's products or to provide services or technologies to Customer.

8. Software Warranty.

NexRev warrants for a period of ninety (90) days from the initial delivery of the Software or such other minimum period required under applicable law ("Software Warranty Period") that: (a) the Software will materially conform to the then-current Documentation; and (b) to the extent Software is delivered on media, the Software media will be free from physical defects. NexRev does not warrant that Customer's use of the Software will be error-free or uninterrupted.

9. Exclusive Warranties.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE FOREGOING WARRANTY IS CUSTOMER'S SOLE AND EXCLUSIVE WARRANTY AND REMEDY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE SOFTWARE TERMS, NEXREV MAKES NO OTHER WARRANTIES AND SPECIFICALLY DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Document Version: 1.0
Last Updated: December 30, 2025

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