1. Acceptance of Terms

By accessing or using Vertex Controls software products and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our Services.

These Terms constitute a legally binding agreement between you and Vertex Controls, LLC ("Company," "we," "us," or "our"). You represent that you have the legal authority to enter into this agreement.

2. Software Licensing

2.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to use our software products in accordance with the documentation and your subscription tier.

2.2 License Restrictions

• You may not reverse engineer, decompile, or disassemble the software
• You may not modify, adapt, or create derivative works
• You may not rent, lease, loan, sublicense, or distribute the software
• You may not remove or alter any proprietary notices
• You may not use the software for any unlawful purpose

3. Niagara N4 Module Licensing

Niagara N4 modules require specific host IDs and are subject to additional licensing requirements:

• Licenses are tied to specific Niagara station host IDs
• Manual approval may be required for license activation
• Licenses are valid for the purchased term only

4. Purchases and Refunds

4.1 Payment Terms

All fees are due and payable in advance. Prices are subject to change with 30 days notice. Taxes may apply based on your location.

4.2 Subscription Auto-Renewal

Subscriptions automatically renew unless cancelled before the renewal date. You are responsible for timely cancellation if you do not wish to renew.

5. Support and Maintenance

Technical support is provided according to your license tier:

• Free Tier

  Community forum support only

• Basic/Professional

  Email support with 48-hour response time

• Enterprise

  Priority support with dedicated account manager

6. Intellectual Property

All software, documentation, and related materials are owned by Vertex Controls and protected by copyright, trademark, and other intellectual property laws. You acquire only the limited rights expressly granted in these Terms.

7. Disclaimers and Limitations

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL VERTEX CONTROLS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.

8. Indemnification

You agree to indemnify and hold harmless Vertex Controls from any claims, damages, losses, and expenses arising from your use of our software or violation of these Terms.

9. Termination

We may terminate your license immediately if you breach these Terms. Upon termination, you must cease all use of the software and destroy all copies.

10. Governing Law

These Terms are governed by the laws of Louisiana, United States. Any disputes shall be resolved in the courts of Orleans Parish, Louisiana.