These Terms govern business purchases and use of Chladni Industrial Systems LLC's website, Plant Builder, monitoring software, services and supplied hardware. Customer means the business accepting an order; users act on its behalf. Contact: info@chladni.com, 5900 Balcones Dr Ste 100, Austin, Texas 78731, United States.
The person accepting an order must be authorized to bind the customer. Before acceptance, the order must state the covered assets, hardware, services, price and currency, taxes, required charges, billing interval, service-start trigger, minimum term, renewal terms, hardware ownership, delivery arrangements and applicable installation responsibilities. A monthly-equivalent price must not conceal an annual or multi-year commitment.
A signed customer agreement controls expressly negotiated differences. A data-processing agreement controls personal-data processing and applicable mandatory transfer clauses retain their required priority. An accepted order controls its specific scope and commercial details. Purchase-order boilerplate does not amend agreed terms without written acceptance. A generic precedence clause does not remove the 90-day guarantee, replacement protection or data protections; a negotiated change to these must identify the affected protection explicitly and be signed by both parties. Existing mandatory and expressly advertised rights remain unaffected.
The quotation page on customer-supplied equipment information. Customers must provide reasonably accurate information and correct material errors they discover. A saved draft is not an order, reserved price or engineering approval. An estimated configuration or item awaiting engineering review is not an installation instruction.
We identify unresolved coverage and suitability issues before accepting the final configuration. Material changes in scope, pricing or required equipment need customer approval; unresolved components must not be presented as complete coverage or a zero-cost approved solution. Quotations remain valid for the stated period. A later pricing or engineering-rule update does not silently change a confirmed order.
The order identifies monitored assets, measurement points, supported operating conditions and failure modes, available measurements, reporting and any human-review service. Coverage of one component does not imply coverage of every bearing, component or machine on the same production line. Optional Motor Current Analysis is included only when expressly agreed and suitable; accepting or declining it does not automatically replace engineering requirements for vibration coverage.
We provide the agreed services with reasonable care and skill. Condition monitoring supplies decision support; it does not replace statutory inspections, manufacturer requirements, competent engineering judgment, existing protective systems or the customer's maintenance responsibilities. It is not an emergency-response service, safety instrumented system or automatic shutdown system.
Chladni will deliver the monitoring, diagnostics and alerts specified in your agreement to help your team identify developing equipment problems, plan maintenance and protect uptime. Fault detection, warning times, production improvements and financial returns vary with equipment conditions, available data and maintenance actions. Specific performance guarantees apply where expressly agreed in writing.
Routine inspections and safety checks remain necessary even when no alert is issued. We remain responsible for delivering our agreed service commitments, honoring the 90-day return and cancellation guarantee and replacing covered defective hardware.
The deployment schedule states relevant data-acquisition, communications, notification and support arrangements. The service must distinguish available readings from known missing or stale data in its reporting; an old reading must not be presented as a current assessment. Connectivity loss, insufficient data and platform unavailability can limit diagnosis and alert delivery. Any guaranteed availability, escalation time, round-the-clock human monitoring, backup connectivity or disaster-recovery objective must appear in an accepted service-level agreement.
Installation, removal and electrical work must be performed by qualified, authorized personnel under the site's safety, isolation, lockout and change-control procedures. Do not remove guards, bypass safety systems or perform energized work solely to satisfy a support request. If safe testing is not possible, we agree a safe alternative.
Hardware must be suitable for the documented temperature, moisture, vibration, mounting, electrical and hazardous-area conditions. Certifications apply only to the exact supplied product and documented installation. The customer retains operational control of its plant. Remote support does not authorize us to start or stop machinery, change controller logic, bypass safety functions, bridge network segments or install new remote-access tools. Access to customer networks or operational technology requires prior authorization covering purpose, systems, named personnel and duration. We follow the customer's approved access and change procedures; access must be attributable, limited, encrypted and logged, with privileged authentication controls. Customers may revoke access, and we explain any resulting service limitation.
Customer Data includes submitted plant and asset details, layouts, photographs, production and operating information, device measurements, diagnostic findings, alerts, maintenance history, work orders, customer-specific reports and related personal information. It is confidential even when not marked confidential. As between the parties, the customer retains its rights in Customer Data and its customer-specific reports. Chladni retains its underlying software, models, diagnostic methods and pre-existing intellectual property.
The customer grants the rights needed to host, process, analyze, transmit and protect Customer Data to perform the agreed service and to train, validate and improve Chladni's predictive-maintenance models within the training scope stated in the accepted order or data schedule. The aim of this model development is to improve fault detection, diagnostic accuracy and maintenance recommendations. Before acceptance, the order or data schedule must identify the data categories used, training and validation purposes, retention periods, and whether improvements may be used throughout Chladni's predictive-maintenance service. Personal-information use also requires a lawful basis, the applicable notices and an accurate allocation of processing responsibilities. This permission does not override an existing restriction or transfer ownership of Customer Data.
Customer Data remains confidential when used for model development. The same purpose, security and retention limits apply to training datasets, extracts, embeddings and other derived records; removing identifiers does not by itself authorize a new use. Training permission does not authorize publication of customer plant records. We will not sell Customer Data or use it to target advertising. Public case studies require separate specific written authorization. General-purpose AI development, external benchmarking or another purpose outside the accepted predictive-maintenance scope requires an appropriate new agreement and any legally required notice or consent. Service-wide technical reliability metrics may be used only if they exclude customer identifiers, plant contents, production patterns and customer-specific findings.
Both parties must protect the other's confidential information with at least reasonable care, limit access to people and approved providers who need it, and bind them to suitable obligations. Exceptions apply only where the recipient can demonstrate lawful prior possession, public availability without breach, lawful unrestricted receipt from another source, or independent development without using protected information. Confidentiality survives termination for as long as the information remains confidential; trade secrets remain protected for as long as applicable law protects them.
Where disclosure is legally compelled, we provide notice when legally permitted, reasonably cooperate with protective measures, and disclose only what is required. A transfer of our business remains subject to these obligations. Customer names, logos, testimonials and plant imagery require separate permission for public use.
We will maintain a documented security program appropriate to the agreed service and the sensitivity of industrial data. The contractual baseline includes encryption of Customer Data in transit over public networks and at rest in hosted production storage and backups; managed encryption keys; individual accounts and least-privilege access; multifactor authentication for privileged access; access revocation and review; customer-account separation; protected audit logs; vulnerability and patch management; personnel confidentiality and security training; protected backups and restoration testing; and incident-response procedures. The deployment schedule must identify and address any device-link or site-integration limitation before commissioning.
We will not materially reduce agreed protections during the term. Before deployment, we provide an accurate security schedule describing implemented controls, relevant locations, responsibilities and any agreed exceptions. We provide reasonable security-assurance information under confidentiality; we do not claim an audit, certification, test result or hosting architecture that has not been verified. Additional regulated-site or procurement requirements need an agreed scope rather than an assumed certification.
Providers handling Customer Data must have written confidentiality, purpose, security and deletion obligations. They may support diagnostics or train Chladni's models on our behalf under our instructions and within the accepted scope, but may not use Customer Data independently or train models for their own purposes. We remain responsible for delegated contractual obligations. Our provider register identifies their functions, data categories and countries, including support access and AI training or inference. We give at least 30 days' advance notice of a new or replacement customer-data subprocessor or a material processing-location change, allowing a reasonable objection based on data protection or security. If an objection cannot reasonably be resolved, the customer may terminate the affected service without early-termination charges and receive unused prepaid fees back before the change takes effect. Where applicable law and the governing data-processing agreement permit it, an urgent change needed to address a security threat or sudden provider failure requires notice as early as practicable, an explanation and equivalent protections. This does not override mandatory authorization, notice or transfer requirements. If such a change must take effect before notice can reasonably be given, the customer retains the same objection and termination rights promptly after notice, with a refund of unused prepaid affected-service fees from the termination date.
When we process personal information for the customer, we will enter into an appropriate data-processing agreement before that processing begins. It must address subject matter and duration; processing purposes and instructions; data types and individuals; confidentiality and security; subprocessors; rights requests; incident and assessment assistance; audit information; international transfers; and return or deletion. The public Privacy Policy alone does not replace that agreement.
We will notify the designated customer contact without undue delay and in any event within 24 hours after becoming aware of unauthorized access to, disclosure, alteration, loss or destruction of Customer Data, or a security incident materially affecting the agreed service. This is a contractual commitment, not a statement of a universal legal deadline. A shorter applicable requirement controls.
The initial notice contains known facts, potentially affected data and services, immediate containment steps, recommended customer actions and a contact. We do not wait for a complete forensic investigation before providing it. We provide material updates, preserve relevant evidence, coordinate containment and reasonable assistance, and provide available root-cause and corrective-action information. Notices must avoid disclosing another customer's information. Legally required notifications to individuals and regulators remain with the party responsible under applicable law, with cooperation from the other party.
The accepted order states all fees and the actual billing trigger. Unless a different commitment is conspicuously stated and expressly accepted, the standard subscription is monthly and may be cancelled before the next renewal without a termination fee. Billing does not begin before the agreed service activation trigger; a deemed start of the evaluation window for customer-caused delays does not independently authorize billing.
The Returns, Refunds and Cancellations Policy grants a 90-day right to return the hardware, cancel the affected order and end its subscription without remaining minimum-term fees. This right applies even if an annual or longer commitment would otherwise exist. After that window, cancellation follows the accepted term and the policy. Automatic renewal requires clear disclosure and acceptance. We provide at least 30 days' notice of a renewal price increase, or longer where required, with an opportunity to decline renewal. Fixed-term charges do not increase mid-term without agreement.
We investigate disputed charges promptly. Customers must pay undisputed amounts when due; a good-faith dispute alone does not require payment of the disputed amount before review. No additional installation, customs, support or replacement charge may be imposed without a disclosed basis and any required approval.
The order must identify hardware as sold, leased or supplied on loan and disclose any return obligation and replacement value before payment. If a return obligation was not disclosed, we do not create one after cancellation, except for hardware being returned in exchange for a refund. Shipping and title follow the Shipping and Delivery Policy and the accepted order.
Hardware supplied for an active subscription has free defect-replacement protection throughout that subscription, as detailed in the Returns, Refunds and Cancellations Policy. Standalone hardware purchases have the separate warranty period stated there. The 90-day return window does not limit warranty duration. Replacement parts and standard return and outbound shipping are included for covered defects. We do not require the customer to pursue the manufacturer first.
The customer receives a limited right to use the purchased software and documentation for its internal business operations during the applicable term. It may retain and use its exported operational records and customer-specific reports after termination. Chladni and its licensors retain their underlying technology and branding rights.
Do not access other customers' data, introduce malicious code, defeat access controls, resell service access without agreement or copy protected technology except as law permits. These restrictions do not prohibit lawful interoperability, security reporting or use of the customer's own data.
If a third party alleges that the unmodified Chladni service supplied under an order infringes its intellectual property, Chladni will defend the claim and pay damages or settlements finally awarded or agreed by Chladni, provided the customer gives prompt notice and reasonable cooperation and permits Chladni to control the defense. Delay in notice excuses obligations only to the extent it materially prejudices the defense. We may obtain continued use rights or provide a materially equivalent non-infringing substitute. If neither is reasonably available, the customer may terminate the affected service and receive unused prepaid fees back. Coverage excludes claims caused by unauthorized modifications, combinations not supplied or required by us, or customer-provided content. We may not settle by admitting customer fault or imposing a non-monetary obligation without its consent.
We may suspend only the access reasonably necessary to address a serious security threat, unlawful use or overdue undisputed payment. Except where urgent protection is needed or law prohibits notice, we explain the issue and provide a reasonable opportunity to resolve it; payment suspension requires at least 10 business days' prior notice. We restore affected access promptly when the cause is resolved. Suspension is not authority to operate or disable the customer's machinery.
Either party may terminate for a material breach not cured within 30 days after written notice. Immediate termination remains available for an incurable breach or where law requires it. Confidentiality, security and data-return obligations continue during suspension and exit. If the customer terminates for our uncured material breach, it receives unused prepaid fees for the affected service back, without limiting a more favorable guarantee or legal remedy.
Customers may obtain a standard machine-readable export of their retained operational records and customer-specific reports during service and for 30 days after termination without an export fee. We provide available structured records in a commonly usable format, such as CSV or JSON, and reports in their existing usable format, with relevant timestamps and asset identifiers. This does not require transfer of our source code or underlying models. We will not withhold the standard export solely because of a good-faith payment dispute. Special migration or transformation work requires a separately accepted quote, except to the extent it must be provided without charge under applicable law. Nothing in this section limits mandatory connected-product data access, user-directed sharing, interoperability, portability or cloud-switching rights, including under the EU Data Act where applicable. We support legally required access and customer-authorized transfers subject to applicable confidentiality and security safeguards; the standard export window is not a waiver of those rights.
Monitoring and service notifications end on the cancellation or termination date unless otherwise agreed. The export period does not extend monitoring or create new subscription charges. We stop new training use of the customer's records on termination unless a different lawful arrangement has been expressly agreed. We delete Customer Data from active operational and training systems within 60 days after termination, or earlier on a valid instruction after any requested export. This covers training and validation datasets, extracts, embeddings and other derived records, including copies held by providers on our behalf. Residual backups expire within 90 additional days after active-system deletion, remain protected and outside ordinary use, and must follow prior deletion instructions if restored. Necessary legal-hold records are isolated, limited and deleted when the requirement ends. We confirm deletion on request and identify any remaining lawful exception. Refunds and hardware returns do not extinguish these obligations.
Deletion of training records does not necessarily reverse changes already learned by a model. Chladni may retain and use trained models only within the accepted training scope and subject to continuing confidentiality and applicable legal obligations, including required remediation or deletion. Model retention does not authorize retention of source training records beyond their permitted period or override rights concerning personal or confidential information contained in a model.
The following allocation applies to the extent permitted by law and does not exclude express warranties, the 90-day guarantee, replacement obligations, refunds, agreed service credits, data export or deletion duties. Performance of those obligations is not reduced by or counted against the damages limits below.
For ordinary claims, each party's aggregate liability under an affected order is limited to the greater of the fees paid or payable under that order in the 12 months before the event and the fees payable for its first 12 months. For a shorter non-renewing order, use the total agreed order fees for the latter amount. The aggregate limit for claims arising from breach of confidentiality, data-protection or security obligations is twice that general limit; this is a higher combined limit, not an additional amount for each event.
Subject to the exceptions below, neither party is liable for indirect, special, punitive or consequential damages, including consequential lost production or profits. Reasonable costs of investigating and containing a data incident, restoring Customer Data, and providing legally required notifications caused by a party's breach are treated as direct losses, subject to the applicable limit. These provisions do not promise compensation for every production interruption.
Neither the limits nor exclusions apply to fraud, gross negligence, willful misconduct, deliberate unauthorized sale or disclosure of Customer Data, death or personal injury to the extent caused by actionable negligence, or liability that cannot lawfully be limited. Amounts properly due under the agreement are not limited by a damages cap. Any separately signed, expressly negotiated liability terms control. No disclaimer may remove a mandatory remedy or defeat the essential purpose of an express remedy.
Texas law governs, excluding conflict-of-law rules, unless mandatory law or a signed agreement provides otherwise. Disputes are submitted to courts with jurisdiction in Travis County, Texas, subject to non-waivable rights. The parties will first attempt a good-faith business resolution without delaying urgent protective relief or statutory deadlines.
We may update website terms for future orders and renewals with appropriate notice. Posting a new version does not silently change an existing fixed commitment, shorten its guarantee or warranty, reduce confidentiality protections, or authorize new data uses. Material changes to an existing agreement require an agreed lawful basis. If a provision is unenforceable, the remainder continues to the extent permitted by law.