Terms & Conditions
Last updated: November 25, 2025
These Terms & Conditions (the "Agreement") govern the provision and use of monitoring, maintenance, analytics and related services provided by Monaire Inc. ("Monaire", "we", "us", or "our") to the customer identified in an applicable order form, proposal, or service agreement ("Customer", "you").
By signing an agreement, order form, or using the services, you agree to be bound by this Agreement.
Definitions
For purposes of this Agreement:
“Account” means the unique account created for you to access the Services.
“Agreement” means these Terms & Conditions together with any applicable order form or proposal.
"HVAC Equipment” means the equipment listed or onboarded under the relevant project in the Monaire platform.
“Operational Data” means HVAC telemetry, sensor readings, diagnostics, work orders, repair logs, maintenance history, and other equipment- or building-related data generated through the Services.
“Personal Data” has the meaning given in Monaire’s Privacy Policy.
“Services” means Monaire’s monitoring, analytics, related software, hardware including thermostats and sensors, and mobile or web applications.
“Term” means the initial term and any renewal terms of this Agreement.
Scope of Services
2.1 Services. Monaire will provide monitoring services for HVAC Equipment as described in the applicable order form. The Services may include:
Continuous or periodic remote monitoring of HVAC Equipment
Fault detection, diagnostics, and alerts
Work order generation and repair workflow automation
Access to Monaire’s web and/or mobile applications and analytics platform
2.2 Limitations. Services do not guarantee any particular energy savings, performance level, or equipment lifespan.
Term and Renewal
3.1 Initial Term. The customer agrees to the term described in the signed order form. The contract starts on the date the Agreement is signed by the Customer (the “Effective Date”). Coverage applies only to HVAC Equipment listed in the order form.
3.2 Auto-Renewal. Unless either party provides at least 30 days’ prior written notice of non-renewal before the end of the then-current Term, this Agreement will automatically renew for successive one-year terms at the then-current Fees.
3.3 Non-Prorated; No Early Refunds. Contract agreements are not written on a pro-rated basis. Except as required by law or expressly stated otherwise herein, no refund will be made if the agreement is cancelled prior to the normal expiration date.
Service Fees and Payment
4.1 Service Fees. Customers shall pay the annualized fees set forth in the order form (the “Service Fees”). Service Fees for each Renewal Term may be adjusted based on changes in cost of service and will be stated in the renewal notice or invoice.
4.2 Billing and Payment Schedule. Service Fees may be paid upfront annually or in quarterly installments, as specified in the order form. Unless otherwise stated, the first payment is due upon signing, payable via credit card, check or ACH.
4.3 Returned Payments. If a check is returned, a card transaction is declined, or an electronic funds transfer is denied (including for insufficient funds or closed account), Customer authorizes Monaire to make a one-time electronic fund transfer to collect the amount due plus any applicable returned-payment fee up to $25.00 or the maximum allowed by law.
4.4 Taxes. Fees are exclusive of applicable taxes. Customers are responsible for all sales, use, or similar taxes (excluding taxes on Monaire’s income).
Monaire Service Providers
Subcontractors and Vendors. Monaire may use Service Providers and subcontractors to deliver parts of the Services. Monaire remains responsible for their performance in accordance with this Agreement.
6. Data Rights and Use of Operational Data
6.1 Ownership. As between the parties, Customer retains ownership of Customer Data and Operational Data. Monaire retains ownership of the Services, analytics platform, models, algorithms, and any derived or aggregated data.
6.2 License to Use Operational Data. Customer grants Monaire a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, modify, aggregate, and analyze Operational Data and related information in order to:
Provide, maintain, and support the Services;
Monitor equipment performance and generate insights and reports for Customer;
Train, validate, and improve Monaire’s machine-learning and AI models;
Improve product performance, reliability, and maintainability;
Create and use aggregated and/or anonymized datasets and statistics for benchmarking, research, analytics, and development of best practices;
Provide services, insights, or benchmarks to third parties in aggregated or anonymized form; and
Support Monaire’s internal operations and agreements.
6.3 Anonymization and Aggregation. Before using Operational Data for AI model training, benchmarking, or external analytics, Monaire will apply reasonable aggregation, de-identification, or anonymization techniques so that data does not identify Customer or individual end users.
6.4 Personal Data. Use of Personal Data is subject to Monaire’s Privacy Policy, which is incorporated by reference. Monaire does not sell Personal Data.
Security and Compliance
Monaire implements administrative, technical, and physical safeguards designed to protect Customer Data and Operational Data, including controls aligned with SOC 2 Type 2 and ISO 27001 frameworks (once obtained). These controls include, among other things, access control, encryption, logging and monitoring, vulnerability management, backup and recovery, and incident response.
The customer is responsible for securing its own networks, endpoints, and access credentials to the Services.
For more information visit monaire.ai/security
Cancellation and Termination
8.1 Customer Cancellation (First 30 Days). Customers may terminate the Services within the first 30 days following the Effective Date. If a customer cancels during this period, no refunds will be issued for the first quarter. Service will conclude on the last day of the month in which cancellation occurs.
8.2 Customer Cancellation After 30 Days. After the initial 30 days, Customers may cancel effective at the end of the then-current Term by providing at least 30 days’ written notice. Unless otherwise stated in the order form, Service Fees already paid are non-refundable.
8.3 Thermostats and Sensors Upon Cancellation. Upon cancellation after the initial 30 days, Customer may:
Keep Monaire-provided thermostats
Request that Monaire replace them with alternative thermostats for an additional charge.
8.4 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 30 days after written notice.
9. No Warranties
Customer acknowledges and agrees that:
The Services and any inspections, repairs, or replacement of parts are provided on an “AS IS” and “AS AVAILABLE” basis; and
Monaire does not guarantee that the HVAC Equipment will not fail or that any particular energy savings, uptime, or performance results will be achieved.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONAIRE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
10.1 Exclusion of Certain Damages. IN NO EVENT WILL MONAIRE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR USE, EVEN IF MONAIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Cap on Liability. MONAIRE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MONAIRE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 Essential Purpose. The parties agree that the limitations set forth in this Section are fundamental elements of the basis of the bargain and that the Services would not be provided without such limitations.
. Governing Law and Disputes
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles.
Any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Massachusetts, and the parties consent to such jurisdiction and venue.
. Miscellaneous
12.1 Entire Agreement. This Agreement, together with any applicable Proposal, order form, and the Monaire Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements.
12.2 Amendments. Monaire may update these Terms & Conditions from time to time. Material changes will be communicated via email or through the Services. Continued use after the effective date of an update constitutes acceptance of the updated terms.
12.3 Assignment. Customers may not assign or transfer this Agreement without Monaire’s prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets. Monaire may assign this Agreement without restriction.
12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.5 Notices. Notices to Monaire must be sent to legal@monaire.ai and to:
444 Somerville Ave, Somerville, Massachusetts 02143
