Last Modified: February 27, 2026
This License Agreement (“License Agreement”) governs any Software and/or related Services in the Order Confirmation that the individual or entity identified as the customer in the Order Confirmation (“Customer”) purchases directly from DIBT or through its authorized resellers (“Reseller”). This License Agreement, the Order Confirmation, and any other expressly incorporated terms comprise the complete understanding between the parties on the subject matter (“Agreement”). BY USING OR ACCESSING THE SOFTWARE OR SERVICES, CUSTOMER AGREES TO THIS LICENSE AGREEMENT. CUSTOMER AGREES THAT THIS LICENSE AGREEMENT IS TREATED LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER AND IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE.
“Affiliate” means an entity that controls, is controlled by, or is under common control with, a party. Control means direct or indirect ownership of (i) more than 50% of an entity’s voting interest; or (ii) the right to receive more than fifty percent (50%) of an entity’s profits.
“Customer Data” means data, information, and content that is entered into the Software by the Customer or that’s fed from its connected devices and the output generated from that data (e.g., statistical calculations, sorting, collection, averaging, and other mathematical computations).
“DIBT” means Delta Intelligent Building Technologies (Canada), Inc., an entity organized under the laws of British Columbia, Canada.
“Firmware” means software embedded into hardware devices to control their basic functions and operations.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs in a final judgment awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
“Modifications” means modifications, revisions, enhancements, scripting, fixes, error corrections, workarounds, and improvements made by any person, whether or not issued in a formal update, upgrade, or release.
“Order Confirmation” means the ordering document issued or signed by DIBT or its Reseller, which is for Paid Licenses will usually be identified as an Order Confirmation or SOW and for licenses obtained through DIBT’s website is the online check out screen where these terms are agreed to.
“Services” means hosting, Software installation, Software support and other Software-related Services provided by or on behalf of DIBT that are listed in the Order Confirmation.
“Software” means the DIBT building management and control software identified in the Order Confirmation software in machine executable object code and any training materials and documentation provided by DIBT, including any Modifications to any of them.
“Third-Party Legal Proceeding” means any claim, demand, action, or legal proceeding made or instituted by someone other than DIBT, Customer, or any of their Affiliates.
1. License.
1.1 Ordering. If Customer purchases directly from DIBT, then Customer will pay DIBT the fees for the Services and/or any Paid License in accordance with the payment terms stated in the Order Confirmation. If Customer purchases Services and/or any Paid License through a Reseller, then the description of the Services and/or term of the Paid License will be set forth in the ordering document Customer enters with the Reseller (the “Reseller Order,” which for the purposes of this Agreement is also an “Order Confirmation”) and payment will be made to Reseller in accordance with the terms of the Reseller Order. The Reseller is responsible for the accuracy of the Reseller Order, Resellers are not authorized to make any promises or commitments on DIBT’s behalf, and DIBT is not bound by any obligations to Customer other than as specified in this License Agreement. Except as otherwise stated in the Agreement, Customer’s purchases are non-cancelable and payment for Services is non-refundable. Customer will pay all applicable sales tax, VAT, GST, use tax, or similar transaction taxes imposed on Customer’s purchase of Services and/or use of the Software, unless Customer provides DIBT with a valid tax exemption certificate. Customer will have no liability for taxes that are imposed on DIBT or Reseller, as applicable, that are measured by DIBT’s or Reseller’s net or gross income. DIBT is not responsible for Services related to the Software if (i) the Services are not listed in an Order Confirmation that has been signed by DIBT and/or (ii) a DIBT- Reseller or service provider provides services to Customer.”
1.2 Paid License. Subject to the terms and conditions of the Agreement, upon payment of the applicable license fees stated in the Order Confirmation, DIBT grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Software described in the Order Confirmation (“Paid License”) for the term stated in the Order Confirmation (“License Term”) for the sole purpose of Customer’s internal business use. The Software may be installed on one (1) server and a reasonable number of backup and non-production test servers and is subject to any other restrictions stated in the Order Confirmation, such as the maximum number of I/O points ). Customer may permit third party providers to host the Software solely for Customer’s use.
1.3 Free License. If an Order Confirmation grants Customer a free trial license to the Software, DIBT grants Customer, for a designated amount of time, (“License Term”) a free, non-exclusive, non-sublicensable, non-transferable, limited license (“Free License”) to use the software solely for its internal business purposes subject to the terms and restrictions of the Agreement. Under the Free License, DIBT will host the Software, or allow Customer to host, on an “As-Is” basis without any warranty of any kind. Customers who purchase a Paid License may not also obtain a Free License to the Software. The Trial Version of the Software may only be used in the Country stated in the Order Confirmation and for the purposes stated in that Order Confirmation.
1.4 Restrictions. The Software may only be accessed and used by Customer and any other authorized users or I/O points that may be listed in the Order Confirmation (collectively, “Users”). Customer is responsible for Users’ compliance with the Agreement. Customer, on behalf of itself and its Users, agrees not to: (1) use the Software other than as authorized in the Agreement; (2) modify, decompile, decode, reverse engineer, or otherwise attempt to discover the source code of the Software(3) create derivative works based on the Software; (4) use the Software or any other DIBT Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Software, (5) use the Software for competitive analysis or benchmarking purposes, (6) use the Software to provide services to any third party, (7) deactivate, impair, or circumvent any security or authentication measures of the Software, or (8) assign, transfer, sublicense, distribute, sell, rent, lease or use for timesharing or service bureau purposes the Software. Customer will not export or install the Software on a server outside of the United States, Canada or the country identified as Customer’s shipping address on the Order Confirmation without obtaining DIBT’s prior written consent.
1.5 Hosting, Installation and Support Services. If available, any support, installation or hosting Services will be set forth in the Order Confirmation. There are no Services with a Free License.
1.6 Third-Party Software. Customer may decide to interact with, access or use compatible third-party services, content or solutions (“Third Party Software”) in connection with the Software. DIBT does not provide any aspect of any Third-Party Software and is not responsible for any compatibility issues, errors, or bugs in the Software or Third-Party Software caused in whole or in part by the Third-Party Software. Customer is solely responsible for maintaining the Third-Party Software and obtaining any associated licenses and consents necessary for Customer’s use of the Third-Party Software in connection with the Software.
1.7 Updates
1.8 Software. DIBT reserves the right to update the Software from time to time in its sole discretion including adding, changing or removing functionalities and features.
1.9 Firmware DIBT reserves the right to update the Firmware from time to time in its sole discretion, including adding, changing or removing functionalities and features. DIBT is under no obligation to provide any updates to the Firmware
1.10 On – Premises. On–Premises updates are the responsibility of the Customer.
1.11 Personal Data. DIBT’s Software has been architected so Customer does not need to provide DIBT with any data relating to an identifiable natural person or household (“Personal Data”). If Customer elects to provide Personal Data (usually limited to the company-issued email addresses of its Users), then the Data Processing Agreement with Standard Contractual Clauses are incorporated into and made a part of the Agreement, which are found athttps://www.deltacontrols.com/dpa.
2. Confidential Information.
2.1 Definition. The term “Confidential Information” means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, product plans, etc.). Confidential Information does not include any portion of the information that recipient can prove: (a) was rightfully known to recipient before receipt from discloser; (b) becomes generally known to the public through no fault of recipient; (c) was received by recipient from a third party without any confidentiality obligation; or (d) was independently developed by recipient without breach of this Section 2.
2.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; or (c) not disclose Confidential Information to any third party except (i) as required by law and/or (ii) to employees, consultants, and agents who have a need to know it in order to carry out their obligations under the Agreement and are under written confidentiality and non-use obligations at least as restrictive as those stated in the Agreement.
3. Intellectual Property Rights. As between DIBT and Customer, Customer owns all worldwide right, title and interest in and to Customer Data, including all worldwide Intellectual Property Rights (“Customer IP”). DIBT and its licensors own all worldwide right, title and interest in and to the Software and all of its components and content, including all worldwide Intellectual Property Rights (“DIBT IP”). Except as expressly set forth in the Agreement, no rights to any DIBT IP or Customer IP is granted to the other party. Customer is not obligated to provide DIBT with any suggestions, enhancement requests, or other feedback about the Software or related technology (“Feedback”). However, if Customer’s personnel or agents provide any Feedback to DIBT, DIBT may use and modify it without any obligation, restriction or payment. When the Software is installed on a server that is accessible by the Internet, Customer agrees that DIBT may obtain data from the Software other than any Personal Data for the purpose of supporting and improving the Software and related solutions. “Intellectual Property Right(s)” means worldwide patent rights (including, without limitation, patent applications and disclosures), trademarks, copyrights, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. All rights not expressly granted are reserved by DIBT.
4. Term and Termination.
4.1 Term. The Agreement is effective on the earlier of the date the first Order Confirmation is entered into by Customer and DIBT or when the Software is first accessed (“Effective Date”) and remains in effect until the expiration or termination of the License Term.
4.2 Termination and Suspension. If Customer purchases directly from DIBT, than either party may terminate the Agreement or an Order Confirmation if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice that specifically identifies the breach.
4.3 Effect of Termination. Except if Customer terminates for DIBT’s uncured material breach under Section 4.2, termination of the Agreement or an Order Confirmation will not relieve Customer from Customer’s obligation to pay DIBT any fees stated in an Order Confirmation. After termination or expiration of the Agreement, (a) Customer will stop using the Software and will promptly certify in writing that all copies of the Software have been destroyed, (b) any license granted to the Software will immediately end, and (c) DIBT will have no further obligation to perform any Services. Termination of an Order Confirmation does not terminate the Agreement unless no other Order Confirmations are in effect. Termination of the Agreement will result in the immediate termination of all Order Confirmations. Sections 2, 3, and 6-9 of the Agreement will survive termination.
5. Warranty and Warranty Disclaimer. For Paid Licenses only, DIBT warrants that, for a period of twelve (12) months (the “Warranty Period”), the Software when operated according to the documentation will perform substantially according to the functional specifications listed in the documentation, and DIBT will (at its own cost) rectify any material defects in the Software that Customer notifies it of during the Warranty Period. This constitutes DIBT’s sole remedy for breaches of warranty under the Agreement. Except for that warranty provided for a Paid License, the Software and Services are provided “as is.” To the fullest extent permitted by applicable law, except as expressly provided in the Agreement, DIBT makes no other warranty of any kind regarding the Software or any Service, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and non-infringement (since DIBT indemnifies for IP infringement). DIBT does not warrant and makes no representations (i) that the operation of the Software will be error-free or uninterrupted or (ii) concerning the results obtained from or the conclusions drawn from the use of Software.
6. Indemnification. The indemnity provisions in this Section only apply to Paid Licenses.
6.1 DIBT’s Indemnification Obligations. DIBT will defend Customer and Customer’s respective directors, officers and employees (“Customer’s Indemnified Parties”) against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that (a) the Software infringes, misappropriates or otherwise violates any third party’s Intellectual Property Right, (b) DIBT’s willful misconduct or fraud which directly caused the harm alleged., or (c) DIBT violated any applicable law.
6.2 Customer’s Indemnification Obligations. Customer will defend DIBT its Affiliates, and their respective directors, officers and employees from and against all third party claims to the extent resulting from or alleged to have resulted from (a) the Customer Data infringes, misappropriates or otherwise violates any third party’s Intellectual Property Right, (b) Customer’s willful misconduct or fraud, or (c) Customer violated any applicable law
6.3 Indemnification Exclusions. Sections 6.1 (DIBT’s Indemnification Obligations) and Section 6.2 (Customer’s Indemnification Obligations) will not apply to the extent the underlying allegation arises from:
a. the indemnified party’s breach of the Agreement; or
b. modifications to the Software by anyone other than DIBT or its agents; or
c. combination of the Software with materials not provided by DIBT;
d. failure to use the most current, supported version of DIBT’s Software provided under the Agreement or
e. compliance with the indemnified party’s instructions, design or request for customized features.
6.4 Indemnification Conditions. Sections 6.1 (DIBT’s Indemnification Obligations) and 6.2 (Customer’s Indemnification Obligations) are conditioned on the following:
a. The indemnified party will promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 6.1 or 6.2 (as applicable) will be reduced in proportion to the prejudice.
b. The indemnified party will tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
7. Limitation of Liability. In this Section, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
7.1 General Limitations on Liability. Subject to section 7.2 (Exceptions to Limitations):
a. Neither party will have any liability arising out of or relating to the Agreement for: (1) indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the Effective Date); (2) exemplary or punitive damages; or (3) the other party’s lost revenues, profits, or data; and
b. For a Paid License, each party’s aggregate liability arising out of or relating to the Agreement will not exceed the amount paid or payable to DIBT under the applicable Order Confirmation for the Twelve (12) months preceding the subject claim. For a Free License, DIBT’s aggregate liability arising out of or relating to the Agreement will not exceed Five Hundred Dollars (US$ 500) except for liability that cannot be so limited under applicable law.
7.2 Exceptions to Limitations. Nothing in the Agreement excludes or limits either party’s liability for: (a) breach of confidentiality obligations under Section 2, (b) any indemnification obligations under Section 6, (c) infringement of the other party’s intellectual property rights; (d) death or personal injury resulting from the negligence of a party, its employees or agents; or (e) matters for which liability cannot be excluded or limited under applicable law.
8. Dispute Resolution.
If the Customer is domiciled in the U.S.: The Agreement and all matters arising out of or relating to the Agreement is governed by Delaware law, without regard to conflict of law, and each party irrevocably consents to exclusive jurisdiction over all claims and disputes between the parties are the state and federal courts located in Delaware, USA. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
If the Customer is domiciled outside of the U.S.: Any unresolved dispute arising out of or in connection with the Agreement shall be finally resolved by arbitration with one arbitrator conducted in English under the Rules of Arbitration of the International Chamber of Commerce that are made a part of the Agreement. Either party can obtain temporary restraining orders, preliminary injunctions, and other similar relief in a court of competent jurisdiction when necessary to preserve status quo or prevent injury pending resolution of the dispute on its merits by arbitration. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of (without regard to conflict of law) and the location of the arbitration will be, as follows:
| Customer domiciled in Asia | Laws of Singapore | Arbitration will be held in Singapore |
| Customer domiciled in Australia | Laws of Australia | Arbitration will be held in Australia |
| Customer domiciled in Canada | Laws of British Columbia | Arbitration will be held in Vancouver |
| Customer domiciled in Mexico, Central America or South America | Laws of New York | Arbitration will be held in New York City |
| Customer domiciled elsewhere (other than the U.S.) | Laws of England | Arbitration will be held in London |
9. Audit. Upon written request from DIBT and subject to reasonable notification, Customer will provide DIBT or its auditors with access to any books, records, computers, or information that relates to Customer’s use of the Software in compliance with the terms of the Agreement. The audit will not unreasonably interfere with Customer’s business activities.
10. Trade Controls. The Software is subject to U.S. and/or Canadian export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, and may be subject to international trade controls in other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain licenses or other authorizations to export, re-export, transfer (in-country) or import the Software. Where the Customer is based in the United States, the Software may not be downloaded, or otherwise exported or re-exported (i) into or to a national or resident of any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Government’s various Blocked and Restricted Party Lists, including the Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Entity List, among others. By installing or using the Software, Customer is warranting that it understands the scope of its trade compliance responsibilities and has undertaken all steps necessary to ensure its activities fall within the scope of an exception, exclusion, exemption, carveout, or any obtained license or other authorization
11. US Government End Customers. If the Customer is the government of the United States of America, the following provision shall apply: The Software and related documentation is provided to the United States government as commercial computer software and/or computer software documentation under licenses customarily provided to the public to the extent such licenses are consistent with Federal law and otherwise satisfy the government’s needs. Accordingly, the government shall have only those rights specified in the license set forth herein as per FAR 12.212 (a). If that license fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the Software unused, to DIBT.
12. Hazardous Activities Prohibition. Customer acknowledges that the Software is intended for standard commercial uses. The Software must not be used in any hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, weapons systems, or any other application in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage (“Hazardous Activities”). Without authorizing the use in Hazardous Activities, Customer agrees that the use shall be at Customer’s sole risk. Customer agrees to indemnify, defend and hold DIBT harmless from any claims, costs, damages, charges, fees, expenses, losses or other liabilities which may arise out of or in connection within the use of the Software in Hazardous Activities.
13. Miscellaneous. Neither party will assign the Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except no consent is necessary for assignment to a successor that is made in connection with a merger or sale of all or substantially all of a party’s assets or equity. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. If a conflict exists between any of the terms the Agreement and the Order Confirmation, then the Order Confirmation will govern only if it is signed by both parties. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. Notices to DIBT shall be provided in writing and delivered by email or mail to the address of the other party stated on the website Delta Intelligent Building Technologies (Canada) Inc. | Delta Controls. DIBT shall provide notice of updates at the following website link: https://www.deltacontrols.com/eula The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties. The Agreement does not confer any benefits on any third party unless it expressly states that it does.
Each party represents and warrants that the individual binding a party under the Agreement is authorized to do so.
Prior Versions: June 8, 2016 Version