Terms and Conditions

Effective Date: September 1, 2023
Last Updated: September 9, 2026

These Terms and Conditions (“Terms”) govern the sale of hardware and the provision of subscription services by TempLink Innovations, LLC, a Nevada limited liability company with its principal place of business at 4520 36th Ave S, Fargo, ND 58104 (“TempLink,” “we,” “us”), to the customer identified on the applicable Order (“Customer,” “you”). By signing an Order, activating hardware, or using the Platform, you accept these Terms.

IMPORTANT NOTICE — PLEASE READ BEFORE PURCHASING

TEMPLINK IS NOT AN INSURER AND DOES NOT ASSUME THE RISK OF LOSS AT YOUR FACILITY.

The fees you pay are for monitoring, alerting, and recordkeeping software and equipment. They are not, and are not calculated as, insurance premiums. They bear no relationship to the value of your inventory, product, medication, equipment, facility, or operations.

TEMPLINK IS NOT LIFE SAFETY EQUIPMENT. The Platform and Hardware are not fire alarms, smoke detectors, carbon monoxide detectors, security or intrusion systems, medical devices, nurse call systems, or emergency response systems, and must not be relied upon as any of those. TempLink Devices are not UL-listed or certified for life safety use and do not summon police, fire, or emergency medical services.

ALERTS MAY FAIL. Sensors, batteries, gateways, cellular carriers, internet providers, SMS aggregators, email providers, and mobile notification services can and do fail. TempLink does not guarantee that any reading will be captured or that any alert will be generated, delivered, or received.

YOU REMAIN RESPONSIBLE FOR YOUR OPERATION. You must maintain your own inspection routines, temperature logs, staff supervision, equipment maintenance, food safety and HACCP procedures, and regulatory compliance programs, independent of TempLink. TempLink supplements those programs. It does not replace them.

IF YOU WANT PROTECTION AGAINST LOSS, INSURE IT. TempLink’s liability is strictly limited by Section 15 below. If the value of what you are monitoring exceeds those limits — and it almost certainly does — you should obtain insurance covering that risk. Property, spoilage, business interruption, and equipment breakdown coverage are available from commercial insurers. TempLink is not a substitute for it.

By signing an Order, activating Hardware, or using the Platform, you acknowledge that you have read this notice, that the fees reflect this allocation of risk, and that TempLink would not provide the Platform or Hardware at these prices on any other basis.

1. Definitions

“Order” means a quote, order form, statement of work, purchase order accepted by TempLink, or cooperative contract purchase referencing these Terms.

“Hardware” means sensors, gateways (including the EG71), probes (including the TempLink Probe), detection devices, mounting equipment, and accessories supplied by TempLink.

“Platform” means the TempLink web and mobile applications, dashboards, alerting engine, reporting tools, APIs, and Marketplace.

“Subscription” means the recurring right to access the Platform and receive data transmission, alerting, storage, and support for a specified quantity of Devices over a specified term.

“Device” means an individual unit of Hardware provisioned to Customer’s account.

“Customer Data” means readings, alerts, logs, checklists, corrective actions, account records, and other data generated by or submitted through Customer’s use of the Platform.

“Site” means a physical location where Hardware is installed.

“Associated Services” means optional services TempLink provides for an additional charge, including installation, project management, training, calibration, analytics, and enhanced support, whether quoted separately or bundled into a subscription rate.

2. Scope and Order of Precedence

These Terms apply to all Orders unless superseded by a signed master agreement between the parties. Where documents conflict, the following order controls:

1. A signed master services agreement or enterprise agreement;
2. A cooperative purchasing contract under which the purchase is made (including TIPS), to the extent that contract’s terms are mandatory;
3. The applicable Order;
4. These Terms.

Preprinted terms on a Customer purchase order, portal, or vendor onboarding form do not apply and are expressly rejected, except as required by Section 21 (Public Sector and Cooperative Purchases).

2.1 Acceptance. Customer accepts these Terms by any of the following: signing or electronically accepting an Order that references them; issuing a purchase order against a TempLink quote that references them; paying a TempLink invoice that references them; or accessing or using the Platform. TempLink will reference these Terms and their location on its quotes, order forms, and invoices. Customer’s failure to sign a separate copy of these Terms does not affect their applicability.

2.2 Electronic records and signatures. Each party consents to transacting electronically. Electronic signatures, click acceptance, and acceptance by email have the same legal effect as handwritten signatures, and electronic records satisfy any requirement that an agreement or notice be in writing.

2.3 Authority. The individual accepting an Order represents that they are authorized to bind Customer.

3. Subscriptions

3.1 Term. Each Subscription begins on the Activation Date and runs for the term stated on the Order. Where the Order does not state a term, the initial term is twelve (12) months. Longer initial terms, commonly thirty-six (36) months, may be stated on the Order in exchange for term pricing. “Activation Date” means the earlier of (a) the date TempLink provisions Customer’s account and Devices, or (b) thirty (30) days after Hardware ships.

3.1.1 Initial term is non-cancellable. Customer’s obligation to pay all fees for the full initial term is unconditional and is not cancellable for convenience. Separate Subscriptions entered into under different Orders run their own terms and are not coterminous unless an Order expressly states otherwise. Devices added to an existing Subscription are governed by Section 3.4.

3.2 Renewal. Subscriptions renew automatically for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

3.2.1 Price adjustments. Subscription fees are subject to increase at each renewal. For Subscriptions with terms longer than twelve (12) months, subscription fees are additionally subject to an annual increase on each anniversary of the Activation Date. TempLink will provide written notice of any increase at least thirty (30) days before it takes effect. Prices for Hardware, Associated Services, installation, and consumables are subject to change without notice. Customer’s remedy for any increase it does not accept is non-renewal under Section 3.2 at the end of the then-current term.

3.3 Billing. Subscription fees are billed in advance for the period stated on the Order and are non-refundable, including where Customer stops using the Platform, deactivates Devices, or closes a Site mid-term.

3.4 Adding Devices. Devices added mid-term are billed on a prorated basis and co-terminate with the existing Subscription.

3.5 Reducing Devices. Device counts may not be reduced mid-term. Reductions take effect at the next renewal and require notice under Section 3.2.

3.6 Subscription required for function. Hardware and Subscriptions are sold separately, but Hardware depends on the Platform to transmit, store, evaluate, and deliver data. If a Subscription lapses, is suspended for non-payment, or is terminated, associated Devices will stop reporting and alerts will stop being delivered. Hardware has no standalone monitoring or alerting capability.

4. Hardware

4.1 Purchased Hardware. Hardware is sold to Customer. Title and risk of loss pass to Customer upon delivery to the carrier (FOB Origin). Customer is responsible for shipping, insurance, and any customs or duties unless the Order states otherwise. Hardware is sold separately from any Subscription; purchase of Hardware does not include, and is not conditioned on, any particular Subscription term, and Subscription fees are stated separately on the Order.

4.2 Subscription-Provided Hardware. Where, and only where, an Order specifically designates Hardware as loaned, bundled, evaluation, pilot, or subscription-provided, TempLink retains title. Customer holds that Hardware as a bailee, will not encumber it, and will return it in working condition, ordinary wear excepted, within thirty (30) days after termination or expiration. Hardware not returned within that period will be invoiced at TempLink’s then-current replacement cost. Customer bears risk of loss for Subscription-Provided Hardware while it is in Customer’s possession.

4.3 Limited Warranty. TempLink warrants that purchased Hardware will be free from defects in materials and workmanship for twelve (12) months from the date of shipment. TempLink’s sole obligation under this warranty is, at its option, to repair the unit, replace it with a new or refurbished unit, or credit the purchase price.

4.4 Warranty Exclusions. The warranty does not cover: misuse, abuse, or operation outside published specifications; improper installation not performed by TempLink or its authorized installer; damage from power surges, lightning, water immersion beyond the unit’s rated ingress protection, corrosion, chemicals, or pest activity; unauthorized repair, opening, or modification; cosmetic damage; consumable items including batteries; or loss or theft.

4.5 Batteries. Battery life varies with transmission interval, ambient temperature, and RF conditions. Batteries are consumables and are not covered by the warranty. Published battery life figures are estimates, not commitments.

4.6 Returns and RMA. All returns require a Return Merchandise Authorization number issued by TempLink support in advance. Unopened, unprovisioned Hardware may be returned within thirty (30) days of delivery, subject to a restocking fee of up to twenty percent (20%). Provisioned, installed, or custom-configured Hardware is not returnable. Returns received without an RMA number may be refused.

4.7 Product changes. TempLink may change Hardware models, firmware, suppliers, and specifications, provided replacements are of substantially equivalent function.

4.8 Default classification. Hardware provided under an Order is sold to Customer under Section 4.1 unless the Order specifically designates it as loaned, bundled, evaluation, pilot, or subscription-provided. Where an Order is silent, Section 4.1 applies and Sections 4.2, 4.14, 4.15, and 4.16 do not.

4.9 Shortages and shipping damage. Customer will inspect each shipment on receipt and must notify TempLink in writing within ten (10) days of delivery of any missing, short, or damaged items. Claims not made within that period are waived.

4.10 Acceptance. Hardware and services are deemed accepted upon delivery or performance. Warranty remedies under Section 4.3 survive acceptance.

4.11 Third-party manufacturer warranties. Where Hardware is manufactured by a third party, any warranty that manufacturer provides passes through to Customer to the extent assignable. TempLink’s own obligations are limited to Section 4.3.

4.12 Extended warranty. Extended warranty coverage may be available for purchase on an Order. Absent a purchased extension, Section 4.3 governs.

4.13 Replacement units. TempLink may supply new, refurbished, or remanufactured units to satisfy a warranty claim. A replacement unit is warranted only for the remainder of the original warranty period. Installation of replacement Hardware is Customer’s responsibility and at Customer’s expense unless installation services are purchased.

4.14 Lost or damaged Subscription-Provided Hardware. Sections 4.14 through 4.16 apply only to Hardware designated under Section 4.2. Customer will replace lost, stolen, or damaged Subscription-Provided Hardware at TempLink’s then-current price. Replacement units remain TempLink’s property.

4.15 Protection of TempLink’s property. Customer will keep Subscription-Provided Hardware free of liens and encumbrances, will not pledge, sell, sublease, or transfer it, and will not permit it to become a fixture or to be treated as part of the real property at any Site. Customer will not remove or obscure TempLink asset tags or serial markings. Customer authorizes TempLink to file protective UCC financing statements identifying that Hardware. Where Customer leases a Site, Customer will obtain any landlord waiver TempLink reasonably requests.

4.16 Retrieval. On termination or expiration, Customer will either ship Subscription-Provided Hardware at TempLink’s direction and Customer’s expense, or give TempLink and its representatives reasonable access to Sites during normal business hours to retrieve it. Customer’s failure to provide access within thirty (30) days is treated as non-return under Section 4.2.

5. Installation, Sites, and Customer Obligations

5.1 Site readiness. Customer will provide safe and timely access to Sites, adequate power and mounting points, and any Customer network access needed for gateway connectivity. Customer will notify TempLink of hazardous conditions, badge or escort requirements, and union or trade restrictions before scheduled work.

5.2 Network and RF conditions. LoRaWAN transmission range and reliability depend on building construction, gateway placement, RF interference, and equipment relocation. Customer will not relocate, cover, unplug, or obstruct gateways or sensors without notifying TempLink.

5.3 Alert recipients. Customer is solely responsible for configuring and maintaining accurate alert contacts, escalation paths, phone numbers, email addresses, and on-call assignments, and for updating them promptly when staff change. TempLink is not responsible for alerts that fail to reach a recipient because contact information was inaccurate, out of date, or blocked by Customer’s mail, SMS, or telecom provider.

5.4 Response to alerts. Customer is solely responsible for monitoring, acknowledging, and acting on alerts, and for taking corrective action on the underlying equipment or condition. TempLink does not operate, service, or intervene in Customer’s equipment.

5.5 Accounts and access. Customer is responsible for the security of its user accounts and credentials and for all activity under them. Customer will promptly deactivate users who leave.

5.6 Calibration. Where Customer’s regulatory or accreditation regime requires periodic sensor or probe calibration, Customer is responsible for arranging and documenting it. TempLink will supply calibration certificates where an Order includes them.

5.7 Mounting and drilling. Mounting brackets, fasteners, and drilling carry inherent risk to the surfaces and equipment they are attached to, including refrigeration units, walls, ceilings, and building systems. Where Customer or its installer performs mounting, all such risk is Customer’s. Where TempLink or its authorized installer performs mounting, TempLink will use depth-limited drilling, self-tapping fasteners no longer than one-half inch, and corrosion-resistant hardware, which reduces but does not eliminate that risk; Customer accepts the residual risk. TempLink is not responsible for damage to refrigerant lines, insulation, wiring, plumbing, or structural elements concealed behind mounting surfaces.

5.8 Installation charges. Where TempLink provides installation as a purchased service, Customer will pay a per diem rate of $100 per day, per technician, per Site for each day a technician is in transit to or on site. Ancillary costs are Customer’s, including lift or scissor-lift rental and insurance, added power drops, modifications to building construction, and relocation of Customer equipment.

5.9 Cancelled or obstructed visits. TempLink may charge the full service fee, plus non-refundable travel costs, for any on-site visit cancelled or rescheduled fewer than five (5) business days before the scheduled date, or that TempLink cannot perform due to lack of access, lack of Site readiness, or lack of necessary support during the visit.

6. Service Availability and Support

6.1 Availability. TempLink will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance, emergency maintenance, and events outside its control. Unless a separate written service level agreement is executed, no uptime commitment, response time, or service credit applies.

6.2 Support. Standard support is available Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, excluding holidays, by phone at 833-888-0646 and by email at support@templink.co. Alerts are generated and delivered by the Platform on a continuous basis; continuous Platform operation is not the same as staffed 24/7 support, which is available only where an Order expressly includes it.

6.3 Maintenance. TempLink may perform maintenance and deploy firmware and software updates, including automatically. TempLink will use reasonable efforts to schedule disruptive maintenance outside standard business hours.

7. Alerts, Monitoring, and Compliance

7.1 Nature of the service. The Platform is a monitoring, alerting, recordkeeping, and reporting tool. It is intended to support Customer’s own operating, food safety, quality, energy management, and compliance programs. It is not a substitute for those programs, for staff supervision, for physical inspection, or for the judgment of qualified personnel.

7.2 Dependencies outside TempLink’s control. Alert delivery depends on cellular and internet carriers, SMS aggregators, email providers, mobile operating system notification services, device battery state, RF conditions, and Customer’s own network and facilities. TempLink does not guarantee that any individual reading will be captured or that any individual alert will be generated, transmitted, delivered, or received.

7.3 Regulatory responsibility. Customer remains solely responsible for compliance with all laws, regulations, codes, and accreditation standards applicable to its operations, including food safety and HACCP requirements, health department rules, pharmacy and vaccine storage requirements, building codes, and any recordkeeping obligations. TempLink does not certify Customer’s compliance and provides no representation that use of the Platform will satisfy any regulatory or accreditation requirement.

7.4 Records. Reports and logs generated by the Platform are provided for Customer’s use. Customer is responsible for determining whether those records meet its retention and evidentiary obligations and for maintaining independent copies where required.

8. Detection Devices in Schools and Shared Spaces

Where Customer deploys vape, THC, sound, or occupancy detection Devices:

8.1 These Devices detect environmental conditions such as particulate signatures, chemical markers, and sound levels. They do not record or transmit audio content and do not capture images or video.

8.2 Customer is solely responsible for determining where such Devices may lawfully be installed, for any required notice to students, parents, employees, or the public, and for compliance with applicable privacy, student records, labor, and civil rights laws. Customer will not install detection Devices in locations where installation would be unlawful.

8.3 Detection is probabilistic. Readings may include false positives and false negatives and are not evidence of any individual’s conduct. Customer is solely responsible for any disciplinary, employment, or enforcement action it takes, and will not attribute such action to TempLink.

9. Fees, Taxes, and Payment

9.1 Payment terms. Invoices are due Net 30 from the invoice date unless the Order states otherwise.

9.2 Late payment. Past-due balances accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer is responsible for reasonable costs of collection, including attorneys’ fees.

9.3 Suspension. TempLink may suspend the Platform, alerting, Device reporting, and support for any account more than thirty (30) days past due, across all of Customer’s Orders and Sites, after providing at least ten (10) days’ written notice. SUSPENSION STOPS ALERT DELIVERY AND STOPS DATA CAPTURE. Access is restored only after all past-due amounts have been paid in full. Suspension does not relieve Customer of any payment obligation, fees continue to accrue and be invoiced during suspension, and time under suspension does not extend the Subscription term. See Section 11.3 regarding data not captured during a suspension.

9.4 Taxes. Fees are exclusive of sales, use, excise, and similar taxes. Customer is responsible for all such taxes except taxes on TempLink’s net income. Tax-exempt Customers must provide a valid exemption certificate before payment; exemptions are not applied retroactively.

9.5 Disputes. Customer must submit any invoice dispute in writing to support@templink.co within fifteen (15) days of the invoice date, with supporting detail. Undisputed portions remain due on the original terms. Invoices not disputed within that window are deemed accepted.

9.6 Invoice delivery. Invoices are delivered electronically to Customer’s billing contact of record. Where Customer requires delivery by mail or through a third-party accounts payable or supplier portal, TempLink may charge a processing fee of $25 per invoice and Customer will bear any portal, registration, or transaction fees the platform imposes on suppliers.

9.7 Card and ACH payments; chargebacks. Where Customer pays by card or ACH, Customer authorizes TempLink to charge the payment method on file for amounts due as they come due, including renewal fees, and will keep that payment method current. Customer will raise any billing dispute under Section 9.5 before initiating a chargeback or payment reversal. A chargeback initiated without first following Section 9.5 is a material breach, and Customer will reimburse TempLink for the disputed amount plus any chargeback, reversal, or processor fees incurred.

9.8 No offset. Customer may not withhold or offset amounts due against claims against TempLink.

10. Term and Termination

10.1 Termination for cause. Either party may terminate an Order if the other materially breaches and fails to cure within thirty (30) days of written notice.

10.2 Termination for non-payment. TempLink may terminate for non-payment if an account remains past due more than sixty (60) days.

10.2.1 Insolvency. TempLink may terminate immediately on written notice if Customer becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or trustee appointed, or files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days.

10.3 Termination for convenience. Neither party may terminate a Subscription for convenience mid-term. Customer may elect non-renewal under Section 3.2.

10.4 Effect of termination. On termination or expiration: Customer’s access to the Platform ends; Devices stop reporting; and Customer must return any Subscription-Provided Hardware under Section 4.2. Purchased Hardware remains Customer’s property but will have no monitoring or alerting function, and TempLink has no obligation to repurchase, credit, or refund it.

10.4.1 Acceleration. Where an Order terminates before the end of its then-current term for any reason other than TempLink’s uncured material breach, all unpaid invoices plus all subscription fees for the remainder of that term become immediately due and payable. The parties agree this reflects the fact that TempLink’s pricing, equipment provisioning, and onboarding costs are committed against the full term, and is not a penalty. This obligation is in addition to, and not in place of, Customer’s obligation to return Subscription-Provided Hardware or pay replacement cost under Section 4.2.

10.5 Data export. For thirty (30) days after termination, TempLink will, on written request, provide Customer a machine-readable export of Customer Data. After that period TempLink may delete Customer Data in accordance with its retention practices.

10.6 Survival. Sections 2.2, 3.1.1, 4.2, 4.14 through 4.16, 7, 9, 10.4 through 10.6 (including 10.4.1), and 11 through 22 survive termination or expiration, as does the IMPORTANT NOTICE above.

11. Customer Data, Privacy, and Security

11.1 Ownership. As between the parties, Customer owns Customer Data.

11.2 Retention. TempLink retains Customer Data for two (2) years from collection for as long as an active Subscription is maintained. Customer Data may be deleted thirty (30) days after the end of the Subscription term. Customer is responsible for exporting and retaining any data it needs for longer, including for regulatory recordkeeping.

11.3 Data during suspension. No data is captured during a suspension under Section 9.3. Data not captured is permanently unrecoverable and cannot be reconstructed. Customer must revert to manual logging and monitoring for the duration of any suspension. TempLink is not responsible for gaps in Customer’s records arising from a suspension.

11.4 License to TempLink. Customer grants TempLink a non-exclusive license to host, process, transmit, and display Customer Data as needed to provide and support the Platform, and to generate reports and alerts for Customer.

11.5 Aggregated data. TempLink may create and use aggregated and de-identified data derived from Platform usage for product improvement, benchmarking, and analytics, provided such data does not identify Customer, any Site, or any individual.

11.6 Security. TempLink maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is fully secure, and TempLink does not warrant that Customer Data will not be subject to unauthorized access.

11.7 Personal information. The Platform is not designed to collect protected health information, student education records, or sensitive personal information. Customer will not upload such information into free-text fields, device names, or notes. Where Customer’s use would require a business associate agreement, data processing agreement, or student data privacy agreement, the parties will execute one separately; absent such an agreement, Customer will not use the Platform for those purposes.

11.8 Privacy Policy. TempLink’s handling of personal information is described in its Privacy Policy at https://templink.co/privacy-policy/.

12. Software License and Intellectual Property

12.1 License. Subject to these Terms and payment of fees, TempLink grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription term for Customer’s internal business purposes.

12.2 Restrictions. Customer will not: reverse engineer, decompile, or disassemble the Platform, Hardware, or firmware; circumvent provisioning, licensing, or usage controls; resell, sublicense, or provide access to third parties except Customer’s authorized service providers; use the Platform to build a competing product; scrape or bulk-extract data other than through documented export functions and APIs; or remove proprietary markings.

12.3 Ownership. TempLink retains all right, title, and interest in the Platform, Hardware designs, firmware, documentation, trademarks, and all improvements to them. No rights are granted except as expressly stated.

12.4 Feedback. TempLink may use suggestions and feedback Customer provides without restriction or obligation.

13. Third-Party Services, Compatibility, and Purchasing Organizations

13.1 Third-party offerings. The Platform may integrate with, and the Marketplace may offer, products and services provided by third parties, including building management systems, energy providers, resellers, and installers. Those offerings are governed by the third party’s own terms. TempLink does not warrant third-party products or services and is not responsible for their performance, availability, or acts and omissions.

13.2 Compatibility and end of life. TempLink maintains commercially reasonable compatibility with current versions of supported browsers, mobile operating systems, cellular networks, and integration partners. TempLink may discontinue support for any third-party device, operating system, network, browser, or integration that it deems outdated, unreliable, or unsupported by its own provider, at its discretion and without penalty. Customer is responsible, at its own expense, for keeping its devices, browsers, operating systems, and network equipment current, which may require Customer to replace or upgrade Hardware.

13.3 Cellular services. Where Hardware uses cellular connectivity supplied by TempLink, that connectivity is subject to the underlying carrier’s terms and to TempLink’s then-current cellular service terms. Carrier network changes, including sunset of a network generation, may require Hardware replacement at Customer’s expense.

13.4 Group purchasing organizations. Where Customer purchases through a group purchasing organization, buying group, cooperative, or similar entity that negotiated pricing on Customer’s behalf, these Terms form the agreement between Customer and TempLink directly. Customer will bring any claim relating to the Hardware, Platform, or services against TempLink and not against the purchasing organization.

13.5 Resellers and channel partners. Except where Customer has been appointed an authorized TempLink reseller in writing, Customer will not resell, sublicense, lease, loan, rent, timeshare, or offer the Platform on a service bureau basis.

14. Warranties and Disclaimers

14.1 Mutual. Each party represents that it has authority to enter into these Terms.

14.2 Disclaimer. EXCEPT FOR THE LIMITED HARDWARE WARRANTY IN SECTION 4.3, THE PLATFORM, HARDWARE, AND ALL SUPPORT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TEMPLINK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TEMPLINK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY READING WILL BE CAPTURED, OR THAT EVERY ALERT WILL BE DELIVERED OR RECEIVED.

15. Limitation of Liability

15.1 Not an insurer. TEMPLINK IS NOT AN INSURER. FEES ARE FOR MONITORING SOFTWARE AND EQUIPMENT ONLY AND ARE UNRELATED TO THE VALUE OF CUSTOMER’S PROPERTY, INVENTORY, PRODUCT, OR OPERATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING INSURANCE COVERING ANY LOSS IT WISHES TO PROTECT AGAINST.

15.2 Exclusion of indirect damages. TEMPLINK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE HARDWARE, OR ANY SERVICES, UNDER ANY THEORY OF LIABILITY INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, WARRANTY, OR STATUTE, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.3 Specific exclusions. WITHOUT LIMITING SECTION 15.2, TEMPLINK WILL NOT BE LIABLE FOR:

(a) PRODUCT LOSS, SPOILAGE, CONTAMINATION, OR DISPOSAL, INCLUDING FOOD, BEVERAGE, INVENTORY, RAW MATERIALS, MEDICATIONS, VACCINES, BIOLOGICS, OR LABORATORY SAMPLES;

(b) EQUIPMENT FAILURE, DAMAGE, OR REPAIR COSTS, INCLUDING REFRIGERATION, HVAC, ELECTRICAL, AND PLUMBING SYSTEMS;

(c) FACILITY DAMAGE, DOWNTIME, CLOSURE, OR EVACUATION;

(d) REGULATORY FINES, PENALTIES, CITATIONS, SURVEY DEFICIENCIES, LOSS OF LICENSE, LOSS OF ACCREDITATION, OR THE COST OF CORRECTIVE ACTION PLANS;

(e) PERSONAL INJURY, ILLNESS, OR DEATH, OR ANY CLAIM BROUGHT BY CUSTOMER’S RESIDENTS, PATIENTS, STUDENTS, EMPLOYEES, GUESTS, TENANTS, OR CUSTOMERS;

(f) DISCIPLINARY, EMPLOYMENT, ENFORCEMENT, OR LEGAL ACTION TAKEN BY CUSTOMER, INCLUDING ACTION BASED ON DETECTION DEVICE READINGS UNDER SECTION 8;

(g) ANY FAILURE OF A SENSOR, BATTERY, GATEWAY, OR DEVICE TO CAPTURE, RECORD, OR TRANSMIT DATA, OR ANY FAILURE OF AN ALERT TO BE GENERATED, TRANSMITTED, DELIVERED, OR RECEIVED, FOR ANY REASON; OR

(h) ANY ACT OR OMISSION OF A CELLULAR CARRIER, INTERNET SERVICE PROVIDER, SMS AGGREGATOR, EMAIL PROVIDER, MOBILE OPERATING SYSTEM, CLOUD HOST, INSTALLER, RESELLER, OR OTHER THIRD PARTY.

15.4 Cap. TEMPLINK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE HARDWARE, OR ANY SERVICES, FROM ALL CLAIMS COMBINED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO TEMPLINK UNDER THE APPLICABLE ORDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.5 Option to increase. Customer may request a higher liability limit before loss by submitting a written request to support@templink.co. If TempLink agrees, the parties will execute a written amendment stating the increased limit and the additional fee payable for it. Absent such a signed amendment, the limit in Section 15.4 applies in all cases.

15.6 No third-party beneficiaries. These limitations extend to TempLink’s officers, directors, employees, affiliates, suppliers, installers, and resellers. Customer will not permit any third party, including its insurers by subrogation, to bring a claim against TempLink that Customer itself could not bring. Customer will obtain a waiver of subrogation from its property and casualty insurers in TempLink’s favor.

15.7 Basis of the bargain. Customer acknowledges that TempLink’s fees are materially lower than they would be if TempLink assumed the risks excluded above, that Customer has had the opportunity to obtain insurance and to request an increased limit under Section 15.5, and that TempLink would not enter into these Terms without this allocation of risk. These limitations apply regardless of the form of action and survive termination.

15.8 Exceptions. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for a party’s fraud or willful misconduct. If any part of this Section is held unenforceable, it will be reduced to the maximum limitation permitted by law rather than struck, and the remainder will stay in effect.

16. Indemnification

16.1 By TempLink. TempLink will defend Customer against third-party claims that the Platform or Hardware, as supplied and used as permitted, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded. If such a claim arises, TempLink may modify the offering, procure the right to continue using it, or terminate the affected Order and refund prepaid unused fees. TempLink has no obligation for claims arising from Customer’s modifications, combination with items not supplied by TempLink, or use outside these Terms.

16.2 By Customer. Customer will defend and indemnify TempLink against third-party claims arising from Customer’s use of the Platform or Hardware in violation of law or these Terms, Customer Data, Customer’s failure to act on alerts, Customer’s regulatory non-compliance, or Customer’s placement or use of detection Devices under Section 8.

16.3 Procedure. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement imposing liability on the indemnified party may be made without its consent.

17. Confidentiality

“Confidential Information” means non-public business, technical, financial, operational, and pricing information disclosed by either party, whether or not marked confidential, and includes Customer Data, TempLink’s pricing, and the terms of any Order. Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations, for the term and three (3) years after. This does not apply to information that is public through no fault of the receiving party, already known to the receiving party, independently developed, or rightfully received from a third party. A party may disclose Confidential Information as required by law after giving notice where legally permitted.

18. Force Majeure

Neither party is liable for delay or failure to perform, other than payment obligations, due to causes beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, epidemic, labor disruption, government action, carrier or utility failure, internet or cellular network outage, cyberattack, or supplier or component shortage.

19. Insurance

19.1 Coverage. TempLink maintains commercial general liability, umbrella liability, workers’ compensation and employers’ liability, commercial automobile, technology business personal property, and technology and cyber liability coverage, in amounts customary for its industry. Certificates of insurance are available on written request to support@templink.co.

19.2 Order-specific requirements. Where an Order, master agreement, or cooperative contract specifies higher limits, additional insured status, primary and non-contributory wording, or a waiver of subrogation in Customer’s favor, TempLink will comply with those requirements to the extent it has agreed to them in writing for that Order. TempLink may charge for endorsements a Customer requires beyond its standard program.

19.3 Insurance does not expand liability. TempLink maintains insurance for its own account. The existence, limits, or proceeds of any TempLink policy do not create a duty to Customer, do not make Customer a beneficiary of that policy, and do not increase, waive, or otherwise affect the limitations in Section 15. Section 15 applies regardless of what coverage TempLink carries.

20. Governing Law and Disputes

20.1 Governing law. These Terms are governed by the laws of the State of North Dakota, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

20.2 Venue. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Cass County, North Dakota, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20.3 Escalation. Before filing suit, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for thirty (30) days.

20.4 Limitations period. Any claim must be brought within one (1) year after the claim accrues, except claims for non-payment.

21. Public Sector and Cooperative Purchases

21.1 Where Customer purchases through a cooperative contract (including TIPS) or is a public entity, the mandatory terms of that contract or of applicable state law control over any conflicting provision in these Terms, and only to the extent of the conflict.

21.2 Public entity Customers may be unable to agree to indemnification, choice of law, venue, or automatic renewal provisions under applicable law. Where that is the case, those provisions apply only to the extent permitted, and the remainder of these Terms remains in effect.

21.3 Public entity Subscriptions may be subject to non-appropriation. Where Customer’s governing body does not appropriate funds for a renewal term, Customer may terminate effective at the end of the funded period on written notice, without further liability except for amounts due through that date and return of Subscription-Provided Hardware.

21.4 TempLink will comply with applicable federal flow-down provisions where an Order is funded in whole or in part by federal funds, as identified by Customer at the time of the Order.

22. General

22.1 Notices. Notices to TempLink go to TempLink Innovations, LLC, 4520 36th Ave S, Fargo, ND 58104, with a copy to support@templink.co. Notices to Customer go to the billing and administrative contacts on the account.

22.2 Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets. TempLink may use subcontractors and remains responsible for their performance.

22.3 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

22.4 Publicity. Neither party will use the other’s name or marks in publicity without prior written consent, except that TempLink may identify Customer in a customer list.

22.5 Modifications. TempLink may update these Terms prospectively by posting a revised version at templink.co/terms and giving notice. Changes take effect at Customer’s next renewal. Continued use after that date constitutes acceptance.

22.6 Export and sanctions. Customer will comply with applicable export control and sanctions laws and will not export or re-export Hardware or Platform access in violation of them.

22.7 Severability and waiver. If any provision is unenforceable, it will be limited or severed and the remainder will stay in effect. Failure to enforce a provision is not a waiver.

22.8 Entire agreement. These Terms, together with the applicable Order and any signed master agreement, are the entire agreement on this subject and supersede prior proposals and communications.