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warranty, express or implied, concerning the proper selection, use,
<br />and/or application of equipment or products. Customer assumes
<br />exclusive responsibility for determining if the equipment and
<br />products supplied by Company are suitable for its intended
<br />application and all risk and liability, whether based in contract, tort
<br />or otherwise, in connection with its application and use of the
<br />equipment or products.
<br />19. Software and Digital Services.
<br />Digital Enabled Services; Data. If Company provides Digital
<br />Enabled Services under this Agreement, these Digital Enabled
<br />Services require the collection, transfer and ingestion of building,
<br />equipment, system time series, and other data to Company's
<br />cloud-hosted software applications. Customer consents to and
<br />grants Company the right to collect, transfer, ingest and use such
<br />data to enable Company and its aiffliates and agents to provide,
<br />maintain, protect, develop and improve the Digital Enabled
<br />Services and Company products and services. Customer
<br />acknowledges that, while Digital Enabled Services generally
<br />improve equipment performance and services, Digital Enabled
<br />Services do not prevent all potential malfunction, insure against all
<br />loss, or guarantee a certain level of performance. Customer shall
<br />be solely responsible for the establishment, operation,
<br />maintenance, access, security and other aspects of its computer
<br />network (“Network”), shall appropriately protect hardware and
<br />products connected to the Network and will supply Company
<br />secure Network access for providing its Digital Enabled Services. As
<br />used herein, "Digital Enabled Services" mean services provided
<br />hereunder that employ Company software and related equipment
<br />installed at Customer facilities and Company cloud-hosted software
<br />offerings and tools to improve, develop , and enable such services.
<br />Digital Enabled Service may include, but are not limited to, (a)
<br />remote servicing and inspection, (b) advanced equipment fault
<br />detection and diagnostics, and (c) data dashboarding and health
<br />reporting. If Customer accesses and uses Software that is used to
<br />provide the Digital Enabled Services, the Software Terms (deflned
<br />below) will govern such access and use.
<br />Digital Solutions. Use, implementation, and deployment of
<br />the software and hosted software products (“Software”)
<br />offered under these terms shall be subject to, and governed
<br />by, Company's standard terms for such Software and
<br />Software related professional services in effect from time to
<br />time at www.johnsoncontrols.com/techterms (collectively,
<br />the “Software Terms”). Speciflcally, the Company General
<br />EULA set forth at www.johnsoncontrols.com/buildings/legal/
<br />digital/generaleula governs access to and use of software
<br />installed on Customer’s premises or systems and the
<br />Company Terms of Service set forth at
<br />www.johnsoncontrols.com/buildings/legal/digital/
<br />generaltos govern access to and use of hosted software
<br />products. The applicable Software Terms are incorporated
<br />herein by this reference. Other than the right to use the
<br />Software as set forth in the Software Terms, Company and its
<br />licensors reserve all right, title, and interest (including all
<br />intellectual property rights) in and to the Software and
<br />improvements to the Software. The Software that is licensed
<br />hereunder is licensed subject to the Software Terms and not
<br />sold. If there is a confiict between the other terms herein and
<br />the Software Terms, the Software Terms shall take
<br />precedence and govern with respect to rights and
<br />responsibilities relating to the Software, its implementation
<br />and deployment and any improvements thereto.
<br />Notwithstanding any other provisions of this Agreement, unless
<br />otherwise agreed, the following terms apply to Software that is
<br />provided to Customer on a subscription basis (i.e., a time limited
<br />license or use right), (each a “Software Subscription”): Each
<br />Software Subscription provided hereunder will commence on the
<br />date the initial credentials for the Software are made available (the
<br />“Subscription Start Date”) and will continue in effect until the
<br />expiration of the subscription term noted in the applicable
<br />statement of work, order or other applicable ordering document.
<br />At the expiration of the Software Subscription, such Software
<br />Subscription will automatically renew for consecutive one (1) year
<br />terms (each a “Renewal Subscription Term”), unless either party
<br />provides the other party with a notice of non-renewal at least
<br />ninety (90) days prior to the expiration of the then-current term. To
<br />the extent permitted by applicable law, Software Subscriptions
<br />purchases are non-cancelable, and the sums paid nonrefundable.
<br />Fees for Software Subscriptions shall be paid annually in advance,
<br />invoiced on the Subscription Start Date and each subsequent
<br />anniversary thereof. Customer shall pay all invoiced amounts
<br />within thirty calendar days after the date of invoice. Payments not
<br />made within such time period shall be subject to late charges as set
<br />forth in the Software Terms. Unless otherwise agreed by the parties
<br />in writing, the subscription fee for each Renewal Subscription Term
<br />will be priced at Company's then-applicable list price for that
<br />Software offering. Any use of Software that exceeds the scope,
<br />metrics or volume set forth in this Agreement and applicable SOW
<br />SERVICE SOLUTION
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