Terms & Conditions

These Terms & Conditions (“Terms”) govern your access to and use of Optiify’s website, applications, and platform services (collectively, the “Services”). They are designed in a similar structure to standard platform license terms used in building-operations software contexts.

If you are using Optiify on behalf of a company or other legal entity (“Customer”), you represent that you have the authority to bind that entity.

1. Optiify Services

1.1 Scope. Optiify provides a building-operations platform that may include modules such as fault detection & diagnostics (FDD), operational reporting, audits, workflow management, integrations, and related services (“Services”).
1.2 Right to use. Subject to these Terms and any order form/service agreement, Optiify grants Customer a limited, non-exclusive, non-transferable right for authorized users to access and use the Services during the subscription term.

2. Accounts, Authorized Users, and Responsibilities

2.1 Authorized Users. Customer is responsible for all activity under its accounts and for ensuring Authorized Users comply with these Terms.
2.2 Security. Customer must keep credentials confidential and promptly notify Optiify of suspected unauthorized use.
2.3 Customer environment. Customer is responsible for its building systems, network connectivity, and any prerequisites needed for integrations (e.g., BMS connectivity).

3. Acceptable Use and Restrictions

3.1 Customer must not (and must not permit others to):

• reverse engineer, decompile, or attempt to extract source code;
• interfere with or disrupt the Services, security, or integrity;
• access the Services to build a competing product;
• upload malicious code or misuse the Services for unlawful activities.

4. Customer Data and Building Data

4.1 Customer ownership. As between Optiify and Customer, Customer retains ownership of data Customer or its users submit to the Services (“Customer Data”). (This typically includes building telemetry, work orders, notes, attachments, and user-entered content.)
4.2 License to process. Customer grants Optiify a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Services, and as otherwise permitted by Customer’s configuration and agreements.
4.3 Aggregated/anonymous data. Optiify may create aggregated and de-identified statistics from Customer Data and usage data to improve the Services and benchmarking, provided such data does not identify Customer or individuals.
4.4 Backups and exports. Customer is responsible for maintaining appropriate backups where needed. Data export options may be described in the applicable plan or agreement.

5. Integrations and Third-Party Services

5.1 The Services may interoperate with third-party platforms (e.g., BMS connectors, ticketing systems, analytics tools). Third-party services are governed by their own terms, and Optiify is not responsible for them.
5.2 Customer authorizes Optiify to exchange Customer Data with integrated services as configured by Customer.

6. Support, Maintenance, and Changes

6.1 Support. Optiify will provide support as described in the applicable plan or service agreement.
6.2 Scheduled maintenance. Optiify may perform scheduled maintenance and will use reasonable efforts to provide advance notice where practicable.
6.3 Service modifications. Optiify may update or modify features over time and will not materially reduce core functionality without reasonable justification.

7. Fees, Billing, and Taxes

7.1 Fees. Customer will pay fees per the applicable order form, proposal, or subscription plan.
7.2 Taxes. Fees are exclusive of applicable taxes, and Customer is responsible for taxes unless prohibited by law.
7.3 Non-payment. Optiify may suspend access for overdue payments after providing reasonable notice.

8. Confidentiality

8.1 Each party may receive confidential information of the other. The receiving party will protect it with reasonable care and use it only for purposes of providing or using the Services.
8.2 Exceptions include information that is public, independently developed, or lawfully obtained without breach.
8.3 Disclosures required by law are permitted where legally allowed, with notice to the other party.

9. Intellectual Property

9.1 Optiify retains all rights in the Services, software, documentation, and related intellectual property.
9.2 Customer retains rights in Customer Data.
9.3 Feedback. If the Customer provides feedback or suggestions, Optiify may use them without restriction or obligation.

10. Warranties and Disclaimer

10.1 Service delivery. Optiify will use reasonable care and skill in providing the Services.
10.2 Disclaimer. Except as expressly stated, the Services are provided “as is” and Optiify disclaims warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement.
10.3 Operational outcomes. Building performance outcomes (e.g., savings, fault elimination, uptime) depend on many factors outside Optiify’s control (hardware condition, configuration, maintenance practices). Optiify does not guarantee specific outcomes.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits or revenue).
11.2 Liability may be capped (if applicable) to fees paid in a defined period (e.g., prior 6–12 months), as specified in the applicable order form/service agreement.
11.3 Some liabilities cannot be excluded by law and remain unaffected.

12. High-Risk Activities

The Services are not designed for fail-safe operation in hazardous environments or where failure could lead to death, personal injury, or severe physical/environmental damage. Customer must not use the Services for such “high-risk” use cases.

13. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., outages, natural disasters, war, government actions).

14. Term, Renewal, Cancellation, and Termination

14.1 Term. Subscription terms (initial term and renewals) are defined in the applicable order form/service agreement.
14.2 Cancellation. The customer may request cancellation as described in the applicable plan; cancellation typically takes effect at the end of the then-current term unless otherwise stated.
14.3 Termination for cause. Either party may terminate for material breach if not cured within a reasonable cure period after written notice.
14.4 Effect of termination. Upon termination, access ends, and each party will return or delete the other party’s confidential information as required, subject to legal retention obligations.

15. Notices

Notices must be in writing and delivered to the notice address/email stated in the order form or as otherwise specified by Customer and Optiify.

16. Governing Law

These Terms are governed by the laws of [JURISDICTION], and courts located in [VENUE] will have jurisdiction, unless otherwise agreed in writing. (Replace with your intended governing law and venue.)

17. Changes to these Terms

We may update these Terms from time to time. Updated Terms will be posted on this page with a revised “Last updated” date. Material changes may be communicated through the Services or email.

18. Contact

Email: support@optiify.ai

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