Building Performance Modeling Systems
Building Performance Modeling Systems
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BPMSField™ Licensing Agreement

Effective Date: May 17, 2026

This Licensing Agreement ("Agreement") is entered into between Building Performance Modeling System (BPMS) ("Licensor," "we," "our," or "us") and the customer entity or individual accepting this Agreement ("Licensee," "you," or "your"). This Agreement governs use of BPMSField™, BPMS cloud services, and related licensed modules, features, software, and documentation (collectively, the "Licensed Platform").

1. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Licensed Platform for internal business operations related to building performance workflows.

2. Scope of License

  • License rights apply only to authorized users and approved tenant workspaces.
  • Feature access may vary by plan, module entitlement, seat count, and usage limits.
  • Enterprise, white-label, API, and integration rights are valid only if expressly included in a written order form, statement of work, or amendment signed by both parties.

3. License Restrictions

Except as expressly allowed in writing, Licensee will not:

  • Copy, modify, adapt, translate, or create derivative works of the Licensed Platform
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover source code
  • Resell, lease, rent, timeshare, or provide service bureau access to third parties
  • Remove or alter trademark, copyright, or proprietary notices
  • Circumvent technical limitations, licensing controls, entitlement checks, or security measures
  • Use the Licensed Platform to build a competitive product or benchmark service without consent

4. Licensed Modules and Add-Ons

Certain capabilities, including premium NYEA™ modules, proposal tooling, workscope tooling, and invoicing features, may be licensed separately. Availability and use rights depend on current subscription plan, purchased add-ons, and active entitlements.

5. Customer Data and Usage Rights

  • Licensee retains ownership of Customer Data uploaded to or generated through the platform.
  • Licensee grants Licensor a limited right to host, process, transmit, back up, and analyze Customer Data as necessary to provide and improve the Licensed Platform.
  • Licensee is responsible for obtaining all rights, notices, and consents needed to collect and process Customer Data, including media, thermal imagery, and location information.

6. Fees, Payment, and Renewals

  • License and subscription fees are specified in applicable pricing, order forms, or signed quotes.
  • Fees are non-refundable except where required by law or expressly stated in writing.
  • Licenses may renew automatically for successive terms unless canceled according to renewal terms.
  • Licensor may suspend access for overdue invoices, failed payment processing, or material agreement breaches.

7. Third-Party Services and Dependencies

The Licensed Platform may rely on or integrate with third-party providers and SDKs, including Apple Services, Google Services, Supabase, Stripe, DJI SDK, FLIR SDK, and Mapbox. Licensee acknowledges that use of third-party components may be subject to separate third-party terms, policies, and service limitations.

8. Intellectual Property and Branding

  • Licensor and its licensors retain all right, title, and interest in and to the Licensed Platform, software, trademarks, branding, documentation, and related intellectual property.
  • No implied rights are granted. All rights not expressly granted to Licensee are reserved by Licensor.
  • Use of BPMS™, BPMSField™, NYEA™, and related marks must follow Licensor brand and attribution requirements when provided.

9. Confidentiality

Each party may receive confidential information from the other party. The receiving party must protect confidential information using reasonable care, use it only for purposes of this Agreement, and not disclose it except to personnel and contractors with a need to know and equivalent confidentiality obligations.

10. Compliance and Acceptable Use

  • Licensee will comply with applicable laws, export controls, and industry regulations.
  • Licensee is responsible for user behavior within its tenant and for maintaining secure credentials, endpoint controls, and internal access governance.
  • Licensor may investigate suspected misuse and take protective actions, including temporary restrictions.

11. Warranty Disclaimer

To the fullest extent permitted by law, the Licensed Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

To the maximum extent permitted by law, Licensor will not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of data, profits, revenue, goodwill, or business interruption. Licensor aggregate liability under this Agreement will not exceed the total fees paid by Licensee for the Licensed Platform during the 12 months preceding the event giving rise to the claim.

13. Indemnification

Licensee will defend, indemnify, and hold harmless Licensor, its affiliates, and personnel from claims, losses, damages, liabilities, costs, and expenses arising from Licensee misuse of the Licensed Platform, violation of this Agreement, or infringement caused by Customer Data or unauthorized content.

14. Term, Suspension, and Termination

  • This Agreement remains in effect for the active subscription or contract term.
  • Licensor may suspend or terminate access for non-payment, security incidents, or material breaches.
  • Upon termination, Licensee access rights end and Licensor may delete or anonymize data consistent with retention practices and legal requirements.
  • Provisions that should survive by nature, including IP ownership, confidentiality, disclaimers, limitations, indemnities, and payment obligations, survive termination.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the jurisdiction where Licensor is established, excluding conflict-of-law rules. Unless otherwise agreed in writing, disputes will be resolved in courts of competent jurisdiction in that venue.

16. Updates and Entire Agreement

Licensor may update this Agreement from time to time. Updated versions will be posted with a revised effective date. Continued use after an update becomes effective constitutes acceptance of the revised terms. This Agreement, together with applicable order forms and written amendments, constitutes the complete agreement regarding the Licensed Platform.

17. Contact

For licensing questions: support@bpmscloud.com