Terms & Conditions

1. CIM Services

CIM grants the Service Provider a non-exclusive, non-transferable right to access and use the PEAK Platform and associated technology to provide services to its End Customers, subject to these Terms and Conditions and the terms set out in the Service Agreement between CIM and the Service Provider.

2. PEAK Platform

2.1 Ownership & Licensing: CIM retains full ownership of the PEAK Platform, its software, hardware, and intellectual property. The Service Provider is licensed to use the platform solely for delivering services to End Customers.

2.2 Installation & Maintenance: The Service Provider is responsible for the installation, maintenance, and operation of the PEAK Platform at its End Customers’ premises. CIM may provide support in accordance with the agreed support terms.

2.3 Enhancements & Updates: CIM may update the PEAK Platform periodically. Such updates will not materially affect the core functionalities that the Service Provider uses for its service delivery.

3. Maintenance and Support

3.1 Service Provider Responsibilities: The Service Provider is responsible for providing first-level support to End Customers and troubleshooting platform-related issues before escalating them to CIM.

3.2 Technical Support from CIM: CIM will provide second-level support to the Service Provider, subject to the support terms agreed upon in the Service Agreement.

3.3 Technical support does not include the diagnosis and rectification of any fault which CIM in its absolute discretion considers results from:

(a) the improper use, operation or neglect by Service Provider of a CIM Device where that causes the PEAK Platform to fail to perform;

(b) the modification by Service Provider of the CIM Device or their merger (in whole or in part) with any other software by any person other than by CIM where the same causes the Platform to fail to perform;

(c) the use or accessing of the PEAK Platform on equipment other than that which has been approved by CIM;

(d) the failure by the Service Provider to implement recommendations in respect of or solutions to faults previously advised by CIM, in writing;

(e) any repair, adjustment alteration or modification of the CIM Device or the PEAK Platform by any person other than CIM without CIM's prior written consent;

(f) any breach by the Service Provider of any of its obligations under any maintenance agreement with any person or company in respect of the Service Provider’s infrastructure which directly or indirectly causes the PEAK Platform to malfunction or cease to function;

(g) the use of the CIM Device or the PEAK Platform for a purpose for which they were not designed; and

(h) data being rekeyed from Service Provider’s source into CIM’s format by the Service Provider at such low level of accuracy that it causes the PEAK Platform to fail to perform.

4. Use of Machine Level Data

4.1 Depending on the capabilities of the Building Management System and installed equipment, CIM will take periodic snapshots of the data stream captured by the PEAK Platform (Raw Data) or, where that is not possible, take copies of any log files provided by the Building Management System (Log Files) to the PEAK Platform. Raw Data and Log Files are referred to in this Agreement as Machine Level Data.

4.2 Data Collection & Ownership: End Customers own the raw data collected through the PEAK Platform. The Service Provider is granted a non-exclusive right to use this data for service delivery. CIM is not responsible for the loss or corruption of Machine Level Data.

4.3 The Service Provider grants to CIM a royalty free, fully paid, perpetual, irrevocable, non-exclusive, worldwide license to use its Machine Level Data to improve the PEAK Platform and generate insights while ensuring data confidentiality.

4.4 Service Provider acknowledges and agrees that CIM’s selection, compilation, analysis and processing of Machine Level Data creates data sets and other insights (CIM Data) that are and remain the exclusive property (including the Intellectual Property Rights therein) of CIM for all purposes including for the provision of the Services to Service Provider and for improving the PEAK Platform and use by CIM at any time in the future.

5. Customer’s Obligations

5.1 Compliance: The Service Provider must comply with all applicable laws, regulations, and contractual obligations when using the PEAK Platform. This includes adherence to relevant data protection, cybersecurity, and industry-specific regulations to ensure lawful operation.

5.2 Confidentiality: The Service Provider must protect CIM’s proprietary information and ensure that End Customers’ data is handled securely. The Service Provider shall implement adequate security measures to prevent unauthorized access to or disclosure of any data or proprietary information.

5.3 Restrictions: The Service Provider shall not:

a) Modify, reverse-engineer, or attempt to replicate the PEAK Platform.

b) Resell, sublicense, or make the PEAK Platform available to third parties outside of its direct service agreements with End Customers.

c) Use the platform for any purpose other than providing services as agreed with CIM.

d) Engage in activities that could compromise the security, integrity, or functionality of the PEAK Platform.

5.4 Training & Competency: The Service Provider must ensure that all its personnel using the PEAK Platform are properly trained and competent in operating the system and interpreting its outputs. CIM may offer training programs, and participation in such programs may be required to maintain compliance with this agreement.

5.5 End Customer Support & Communication: The Service Provider is responsible for handling all communications, support, and troubleshooting with End Customers related to their service. CIM will not engage directly with End Customers unless explicitly agreed upon in the Service Agreement.

5.6 System Integration & Compatibility: The Service Provider must ensure that any third-party systems integrated with the PEAK Platform do not interfere with its performance. The Service Provider shall notify CIM in advance of any planned integrations, modifications, or updates that could affect the functionality of the PEAK Platform.

5.7 Liability for Misuse: The Service Provider assumes full responsibility for any misuse or unauthorized use of the PEAK Platform by its personnel or End Customers. Any breach of security, unauthorized modifications, or non-compliant use must be reported to CIM immediately.

6. Proprietary Rights

6.1 Intellectual Property means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works (including computer programs, mask works, compilations, tables, manuals, advisory notices and other literary works and cinematograph films) and applications thereof, (iv) trade secrets, know-how and other confidential information, (v) waivable or assignable rights of publicity, waivable or assignable moral rights and (vi) unregistered and registered design rights and any applications for registration thereof; and (vii) database rights and all other forms of intellectual property a party creates or to which it acquires rights.

6.2 CIM is the sole and exclusive owner of, and retains all right, title and interest in, the CIM Device, the PEAK Platform and all Intellectual Property embodied in them as well as in CIM Data, together with the right to sub-license others in respect thereof. CIM may also use hardware and software components provided by third parties in the development and provision of the PEAK Platform and of CIM Data. Nothing in this Agreement confers any right, title or interest in the CIM Device, the PEAK Platform or the CIM Data on the Service Provider and/or any Affiliate, except the right to use the CIM Device, the PEAK Platform and the CIM Data provided to Service Provider by CIM in accordance with the terms of this Agreement.

7. Confidential Information

7.1 Confidential Information means all information relating to the business, clients, policies, strategies, practices, or procedures of either party, together with its Intellectual Property, and rules created in conjunction with the Service Provider. Notwithstanding the foregoing, Confidential Information does not include information which:

(a) is or becomes public knowledge through no fault of the other party; (b) has been independently acquired or developed by the other party; or (c) is required to be disclosed by law.

7.2 The Service Provider acknowledges and agrees, on its own behalf and on behalf of its Affiliates and Authorized users, that the grant of access and provision of the Services is subject to the following conditions, namely, that Service Provider will not without CIM’s express prior written permission:

(a) permit individuals other than Authorized Users to access or utilize any part of the PEAK Platform;

(b) modify, translate, reverse engineer, decompile, disassemble or create derivative works from any part of the PEAK Platform; or

(c) use or attempt to use any part of the PEAK Platform, either alone or in conjunction with any device program or service, in a manner intended or designed to circumvent technological measures employed to control access to, or the rights in, the PEAK Platform, the Machine Level Data or any alerts or faults.

7.3 The parties agree that they will:

(a) not use nor permit the use of the other party’s Intellectual Property or Confidential Information except as contemplated by this Agreement;

(b) ensure that all of their employees, officers and agents who receive or have access to Confidential Information are bound under the terms of their employment, engagement or agency, before they receive or are granted access to any of the Confidential Information, in the same manner and to the same extent as the recipient is bound by this Agreement, as if they were the recipient;

(c) keep the other party’s Confidential Information secret and confidential; and

(d) not, directly or indirectly disclose the other party’s Confidential Information to any other person or publish, use, reproduce, copy or allow the other party’s Confidential Information to be published, used, reproduced, or copied to any other person except in connection with this Agreement.

7.4 Neither party may issue press releases, announcements or statements attributable to the other party relating to this Agreement without the express prior written consent of the other party to the form and manner of the announcement or release, unless that announcement or release is required to be made by law or by the rules of a stock exchange. Service Provider consents to CIM’s limited and reasonable use of Service Provider name and logo solely to publicly acknowledge that Service Provider is a user of the Services and the Peak Platform.

7.5 Each party agrees that it will do all things within its power to protect the Intellectual Property and Confidential Information of the other party, including:

(a) notifying the other party as soon as possible if it becomes aware of any infringement or threatened infringement of the Intellectual Property and Confidential Information of the other party; and

(b) executing all documents and taking all actions reasonably necessary to assist the other party in any proceedings or action taken by it to protect its Intellectual Property or Confidential Information.

8. Exclusion of Consumer and Other Warranties

8.1 “AS IS”: CIM provides the Services on an “as is” basis. Although CIM agrees to use reasonable commercial endeavours to ensure accuracy and reliability of the Services, CIM does not warrant the accuracy of the Machine Level Data or the CIM Data, or any other Information provided to Service Provider as part of the Services, and is not liable for inaccuracies or omissions whether caused through failure of the PEAK Platform or caused through inaccuracies, omissions, or other technical failure of data supplied to CIM by third parties or Service Provider.

8.2 Exclusion: Service Provider acknowledges that Services do not include any goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption and, accordingly, except as expressly provided in these Standard Terms and Conditions, and to the full extent permitted by law, all express or implied warranties, representations, and statements regarding the Services and their use or utility (including without limitation their merchantability or fitness for any particular purpose) are hereby expressly excluded. To the maximum extent allowed by Law, CIM disclaims all warranties of any kind (express, implied, statutory, or otherwise, oral or written, including warranties of merchantability, accuracy, title, non-infringement, or fitness for a particular purpose, and any warranties arising from usage of trade, course of dealing, or course of performance). Without limiting the foregoing, CIM specifically does not warrant that the PEAK Platform or the Services will meet the requirements of Service Provider or others or will be accurate or operate without interruption or error. Service Provider acknowledges that in entering this Agreement, it has not relied on any promise, warranty, or representation not expressly set forth in this Agreement.

9. Limitation of Liability

9.1 Subject to clauses 8 and 9.2, but only to the extent permitted by applicable law, the aggregate liability of either party to the other party (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement or the provision of the Services under this Agreement is limited to the aggregate Fees paid by the Service Provider to CIM in the 6 months ending with the date of the breach or representation.

9.2 To the extent permitted by applicable law, in no event shall either party be liable to the other party for any loss of revenue, loss of profits, cost of cover, loss of business opportunity loss of anticipated savings loss of goodwill or any other special, incidental, consequential, indirect or punitive damages, however caused and

regardless of theory or liability, including negligence, notwithstanding that either party has been made aware or advised of the possibility of such damages.

9.3 The liability cap outlined in clause 9.1 does not apply to any claim made by one party against the other arising out of:

(a) Any liability that cannot be excluded by law;

(b) Breach of Intellectual Property rights;

(c) Breach of Privacy Laws;

(d) Breach of confidentiality;

(e) Negligence or wilful misconduct by the other party;

(f) a breach of clause 5 of these Terms and Conditions.

9.4 The PEAK Platform is not designed for any purpose requiring fail-safe performance, including stock trading, financial transaction processing, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, weapons systems, or other management or operation of hazardous facilities or applications for which failure could result in death, personal injury, or severe physical, property, or environmental damage (each, a “High Risk Activity”). CIM, its licensors, and suppliers expressly disclaim all warranties of fitness for any such use.

10. Insurances

10.1 CIM will, at its own expense, obtain and maintain the following insurance:

10.2 General liability insurance ($1 million per occurrence; $2 million aggregate).

10.3 Professional indemnity insurance ($1 million per claim).

10.4 Workers' Compensation insurance as required by law.

10.5 CIM will, if requested by the Customer, provide the Customer with reasonable evidence that the above policies are current and effective during the Term.

11. Fees

11.1 Service Provider must promptly pay all invoices submitted by CIM within 30 calendar days of the date of the invoice or the otherwise applicable due date specified in the Service Agreement and without any deduction or set off.

11.2 If a Fee is not paid by the Service Provider by the due date for payment the outstanding amount accrues interest from the date of invoice to the date payment is received at the rate of 12% per annum. Overdue payments and accrued interest are payable on demand.

11.3 CIM may adjust fees annually based on CPI +1% or greater.

11.4 If CIM agrees to provide additional services to the Service Provider (including training or Support which is supplementary to the technical support services provided by CIM) the Service Provider will pay Fees for the provision of those services as agreed in writing with the CIM.

11.5 Without limitation of clause 11.3, CIM may increase the Fees at any time and from time to time after the expiry of the Initial Term by written notice to the Service Provider. The increase will take effect 30 days after notice is given.

11.6 Without prejudice to any other right or remedy CIM may have, if the Service Provider fails to pay CIM on the due date CIM may suspend the Service Provider’s access to the PEAK Platform and receipt of Services until payment has been made in full. Time for payment is of the essence of the Agreement.

12. Taxes

All prices and amounts set forth in this Agreement are exclusive of any tax, levy, or similar governmental charge, including without limitation sales tax, VAT or other applicable taxes that may be assessed by any jurisdiction on the supply of Services under this Agreement. Service provider shall make all payments for Fees for the supply of Services under this Agreement without deduction or setoff of any kind, including, without limitation, any deduction for any sales tax, VAT or any other applicable taxes of any nature or kind. If any such tax is imposed on any payment, Service Provider will bear such tax and/or gross up the amount payable to CIM, so that the net amount received by CIM is equivalent to the Fees and Charges set out in the relevant tax invoice.

13. Force Majeure

CIM is not, and may not be construed to be, in breach of this Agreement for any failure or delay in fulfilling or performing the Services when and to the extent such failure or delay is caused by or results from acts beyond CIM’s reasonable control, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts, export bans, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, breakdown of plant or machinery; nuclear, chemical, or biological contamination; fire, flood, natural disaster, extreme adverse weather, or other acts of God (each a “Force Majeure Event”). CIM will use reasonable efforts to mitigate the effects of such Force Majeure Event. CIM will give the Service Provider notice of the event as soon as practicable and will as soon as the event ceases to affect performance of the obligations under this Agreement resume compliance with the terms of this Agreement.

14. Termination

14.1 Subject to clause 14.2, Service Provider may request to cancel the Subscription at any time by notifying CIM via email. Service Provider acknowledges and agrees that cancellation will not take affect until the end of the Initial Term as set out in the Proposal. After the expiry of the Initial Term, the Subscription will continue for the Renewal Term after which it can be terminated by either CIM or the Service Provider giving to the other 90 days written notice.

14.2 This Agreement terminates:

(a) if either party gives written notice of a material breach of this Agreement by the other party, and the breach is not remedied within 10 Business Days after receipt of the notice; or

(b) if either party goes into administration or liquidation either compulsorily or voluntarily (save for the purpose of solvent reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if either party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things and additionally commits a breach of this Agreement and the other party gives notice that it elects to terminate this Agreement.

14.3 CIM may terminate this Agreement prior to the expiration of the Initial Term upon giving 90 days written notice to Service Provider:

(a) if CIM is unable for any reason to successfully receive a data stream from most of the assets from which it can extract Raw Data; or

(b) if the business of CIM is materially affected by a change in ownership or in the way in which the business is operated.

In the event of termination by CIM under this clause 14.3, CIM will refund to the Service Provider a pro-rated portion of the Fees already paid to CIM by Service Provider which are attributable to the remaining balance of the Term.

15. Consequences of Termination

15.1 Upon termination of this Agreement each party will remove any reference to the other from its advertising and/or promotional material.

15.2 Any termination of the Agreement pursuant to clause 14 is without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at Law and must not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

16. Notices

16.1 Except as otherwise provided in this Agreement, all notices will be in writing and deemed given on: (a) personal delivery; (b) when received by the addressee if sent by a recognized overnight courier (receipt requested); (c) the third business day after mailing; or (d) the first business day after sending by email, (provided that the sender has not received a message to the effect that email was not delivered or that the recipient is ‘out of office’, but if the delivery or receipt is on a day which is not a

Business Day or is after 4.00 pm (addressee's time) it is regarded as received at 12.00 noon (addressee’s time) on the following Business Day.

16.2 Email will be sufficient for notices regarding a Claim or alleged breach. Notices will be sent to the address of the party as set forth in the Service Agreement or as subsequently advised in writing.

17. Governing Law

This Agreement is governed by U.S. federal law and the laws of the State of Delaware, and disputes will be resolved in the courts of that jurisdiction.