These Terms of Service ("Agreement") constitute a legally binding contract between Elite Energy Management LLC, a limited liability company ("EEM," "we," "us," or "our"), and you, the individual or entity accessing or using the EEM platform ("Client," "you," or "your"). This Agreement governs your use of the EEM software-as-a-service platform, including the dashboard at ai.eliteenergymanagement.com, any associated APIs, mobile interfaces, AI-powered features, and related services (collectively, the "Platform").
EEM provides a commercial HVAC intelligence platform that:
EEM is an analytics and advisory tool. It does not directly control HVAC equipment unless a separate control agreement is executed. All recommendations are advisory in nature.
EEM offers the following subscription tiers, billed on a per-RTU, per-month basis:
Specific features, limits, and pricing for each tier are set forth in the applicable Order Form or as published at eliteenergymanagement.com. EEM reserves the right to modify tier offerings with thirty (30) days written notice.
To use the Platform, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify EEM immediately at support@eliteenergymanagement.com of any unauthorized account access.
The Platform supports multiple user permission levels (Viewer, Analyst, Manager, Admin). You are responsible for appropriately managing user access within your organization. EEM is not liable for actions taken by users you have authorized.
You retain ownership of the raw operational data collected from your specific HVAC equipment ("Client Equipment Data"). EEM is granted a non-exclusive, worldwide, royalty-free license to collect, store, process, and analyze Client Equipment Data solely for the purpose of providing the Platform services to you.
EEM owns all rights, title, and interest in aggregated, anonymized, and de-identified datasets derived from Client Equipment Data ("Platform Intelligence"). Platform Intelligence is combined with data from other clients and does not identify your specific locations, equipment, or organization. EEM may use Platform Intelligence to improve its machine learning models, develop benchmarks, publish industry research, and enhance the Platform. This right survives termination of this Agreement.
All machine learning models, anomaly detection algorithms, feature engineering methods, scoring systems, and analytical methodologies developed by EEM are and remain the exclusive intellectual property of EEM, regardless of whether they were trained using Client Equipment Data. No license to EEM's models or methodologies is granted by this Agreement.
The Platform, including all software, code, interfaces, reports, documentation, and associated intellectual property, is owned exclusively by EEM and protected by copyright, trade secret, and other applicable laws. You receive a limited, non-exclusive, non-transferable license to access and use the Platform solely during the term of this Agreement for your internal business operations.
Subscription fees are billed monthly in advance based on the number of active RTUs connected to the Platform at the start of each billing period, multiplied by the applicable per-RTU rate for your selected tier. Fees are due within thirty (30) days of invoice.
Unpaid invoices accrue interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is less). EEM reserves the right to suspend access to the Platform for accounts more than fifteen (15) days past due, following written notice.
You are responsible for all applicable taxes, including sales tax, use tax, and VAT, arising from your use of the Platform, except for taxes based on EEM's net income.
EEM may adjust subscription pricing with sixty (60) days advance written notice. Continued use of the Platform after the notice period constitutes acceptance of the new pricing.
You agree not to:
EEM targets 99.5% platform availability, excluding scheduled maintenance windows and events outside EEM's reasonable control. Scheduled maintenance will be communicated at least 24 hours in advance when possible.
All health scores, anomaly alerts, maintenance recommendations, and AI-generated diagnostic outputs are advisory in nature and based on statistical inference. They do not constitute professional engineering advice, certified mechanical inspection results, or guarantees of equipment performance or failure. You remain solely responsible for all decisions regarding HVAC maintenance, repair, and operation.
The Platform integrates with third-party EMS providers (e.g., eViewIoT). EEM is not responsible for outages, data gaps, or errors caused by third-party systems. Data accuracy depends in part on the reliability of your EMS provider and the calibration of your equipment sensors.
Each party agrees to keep confidential the other party's non-public business, technical, and financial information disclosed in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was independently developed, or is required to be disclosed by law. Confidentiality obligations survive termination of this Agreement for a period of five (5) years.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EEM'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO EEM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EEM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, EQUIPMENT FAILURE, PROPERTY DAMAGE, OR LOSS OF DATA, EVEN IF EEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow certain limitations of liability; in such cases, liability is limited to the fullest extent permitted by applicable law.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." EEM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EEM DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL ANOMALIES WILL BE DETECTED. HVAC EQUIPMENT FAILURE CAN OCCUR WITHOUT WARNING REGARDLESS OF MONITORING.
You agree to indemnify, defend, and hold harmless EEM and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Platform; (b) your breach of this Agreement; (c) your violation of any applicable law or third-party rights; or (d) any modification or integration you make to the Platform or its data outputs.
This Agreement begins on the date you first access the Platform or execute an Order Form and continues on a month-to-month basis unless a fixed term is specified in an Order Form.
Either party may terminate this Agreement with thirty (30) days written notice. You will be responsible for fees through the end of the current billing period.
EEM may immediately suspend or terminate your access if you materially breach this Agreement and fail to cure such breach within ten (10) days of written notice, or immediately for breach of Section 4 (Data Rights), Section 6 (Acceptable Use), or for non-payment.
Upon termination, your license to access the Platform ceases. EEM will retain Client Equipment Data for up to thirty (30) days post-termination, during which you may request a data export. After that period, EEM may delete Client Equipment Data. EEM retains all rights to Platform Intelligence as described in Section 4.2.
This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of law provisions. Any dispute arising from this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in Chandler, Arizona. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
This Agreement, together with any applicable Order Form and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
EEM may update these Terms of Service from time to time. Material changes will be communicated via email or in-platform notification at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.
You may not assign this Agreement without EEM's prior written consent. EEM may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet outages, utility failures, or acts of government.
Elite Energy Management LLC
Email: legal@eliteenergymanagement.com
Platform: ai.eliteenergymanagement.com
Website: eliteenergymanagement.com