Terms of Service

1. Definitions

For purposes of these Terms:

• “Account” means the Customer account created to access and use the Services.
• “Authorized User” means an employee, contractor, consultant, or other individual authorized by Customer to access or use the Services under Customer’s Account.
• “AI Agents” means the artificial-intelligence-powered agents, workflows, models, automation functionality, recommendations, and related capabilities made available through CortexCMMS.
• “AI Output” means recommendations, summaries, classifications, predictions, generated content, work-order information, suggested actions, or other output generated by the AI Agents or other AI functionality.
• “Customer Data” means information, data, documents, images, videos, maintenance records, work orders, asset information, equipment information, technician notes, procedures, operational information, and other content submitted to or generated within the Services by or on behalf of Customer.
• “Documentation” means user guides, technical documentation, product descriptions, and other materials that CortexCMMS makes available regarding the Services.
• “Services” means the CortexCMMS software-as-a-service platform, mobile applications, AI Agents, APIs, integrations, dashboards, analytics, and related services provided by CortexCMMS.
• “Subscription” means Customer’s authorized access to the Services under a selected pricing plan or Order Form.
• “Subscription Term” means the period during which Customer is authorized to use the Services, including any applicable renewal periods.
• “Third-Party Services” means third-party applications, software, platforms, equipment, APIs, data sources, or services that integrate with or connect to CortexCMMS.
• “Order Form” means an order, subscription confirmation, proposal, quote, or other ordering document accepted by Customer and CortexCMMS describing applicable Services, pricing, subscription terms, or professional services.

2. CortexCMMS Services

2.1 Provision of Services

CortexCMMS provides a cloud-based computerized maintenance management system designed to help organizations manage maintenance operations, assets, work orders, preventive maintenance, reliability activities, inventory, reporting, analytics, and related operational workflows.

CortexCMMS may modify, enhance, replace, or discontinue features of the Services from time to time, provided that such changes do not materially reduce the core functionality of a paid Service during the applicable Subscription Term.

2.2 AI-Powered Services

CortexCMMS may provide AI Agents and other artificial intelligence functionality designed to assist with activities including:

• Creating and prioritizing work orders;
• Routing work to appropriate personnel;
• Generating maintenance recommendations;
• Analyzing historical maintenance information;
• Identifying potential asset-performance trends;
• Assisting with preventive and predictive maintenance;
• Summarizing technician notes and maintenance history;
• Identifying duplicate or incomplete work orders;
• Recommending parts, tools, procedures, or resources;
• Assisting with maintenance planning and scheduling;
• Supporting asset reliability analysis; and
• Automating administrative maintenance workflows.

AI Agents may perform actions automatically based on Customer-configured workflows, permissions, rules, integrations, and instructions.

Customer acknowledges that AI-generated information may contain errors, omissions, inaccuracies, or recommendations that are not appropriate for a particular situation.

Customer remains responsible for reviewing and validating AI-generated recommendations and determining whether an action is appropriate before relying on it where human review is reasonably necessary.

2.3 Human Oversight

CortexCMMS is intended to support maintenance and operational personnel and is not a substitute for qualified engineers, technicians, safety professionals, operators, supervisors, or other appropriately qualified personnel.

Customer is responsible for establishing appropriate approval workflows and human oversight for safety-critical, regulatory, financial, operational, or otherwise consequential decisions.

3. Accounts and Authorized Users

3.1 Account Registration

Customer must provide accurate and complete information when creating an Account and must keep such information current.

Customer is responsible for maintaining the confidentiality of account credentials and for all activities conducted through its Account.

3.2 Authorized Users

Customer may permit Authorized Users to access the Services in accordance with the applicable Subscription.

Customer is responsible for:

• Managing Authorized User access;
• Maintaining appropriate permissions;
• Protecting login credentials;
• Ensuring Authorized Users comply with these Terms; and
• Promptly disabling access for users who no longer require access.

Customer must not share individual user credentials between multiple individuals.

3.3 Account Security

Customer must promptly notify CortexCMMS of any suspected unauthorized access, compromised credentials, security incident, or unauthorized use of the Services.

4. Customer Responsibilities

Customer is responsible for:

1. The accuracy and legality of Customer Data;
2. The configuration of its CortexCMMS environment;
3. The actions of its Authorized Users;
4. Maintaining appropriate access controls;
5. Reviewing AI-generated information where appropriate;
6. Ensuring maintenance procedures comply with applicable laws, regulations, safety requirements, and industry standards;
7. Obtaining all necessary rights and permissions to provide Customer Data to CortexCMMS;
8. Maintaining appropriate backups of Customer Data where required by Customer’s business continuity practices; and
9. Determining whether CortexCMMS is appropriate for Customer’s specific operational environment.

Customer must not use CortexCMMS in a manner that violates applicable laws or regulations.

5. Acceptable Use

Customer may not:

• Use the Services for unlawful purposes;
• Attempt to gain unauthorized access to the Services or related systems;
• Circumvent subscription or usage limits;
• Reverse engineer, decompile, or disassemble the Services except where expressly permitted by applicable law;
• Copy or reproduce the Services or their underlying functionality;
• Resell, sublicense, lease, or distribute the Services without written authorization;
• Use the Services to develop a competing product or service;
• Introduce malicious code, malware, viruses, or other harmful software;
• Interfere with the security, availability, or performance of the Services;
• Scrape or systematically extract data from the Services except through authorized APIs;
• Use the Services to infringe another party’s intellectual property or privacy rights;
• Upload content that is unlawful, fraudulent, defamatory, or malicious; or
• Use AI functionality to generate or facilitate unlawful, discriminatory, fraudulent, or harmful activities.

CortexCMMS may suspend or restrict access to the Services if it reasonably believes that Customer has violated these requirements or poses a material security, legal, or operational risk.

6. Subscriptions and Plans

CortexCMMS may offer multiple subscription plans, including Basic, Premium, and Enterprise plans.

The features, usage limits, AI credits, integrations, support levels, and other capabilities available under each plan may differ.

The applicable Subscription plan will be identified during the Customer’s purchase or in the applicable Order Form.

6.1 Monthly Subscriptions

Unless otherwise stated, CortexCMMS subscriptions may be offered on a monthly recurring basis.

A monthly Subscription automatically renews for successive monthly periods unless cancelled in accordance with the applicable cancellation terms.

6.2 Enterprise Agreements

Enterprise Customers may enter into a separate Order Form, Master Services Agreement, or other written agreement with CortexCMMS.

If there is a conflict between these Terms and a signed Enterprise agreement, the Enterprise agreement will control to the extent of the conflict.

6.3 Free Trials

CortexCMMS may provide free trials, pilot programs, promotional subscriptions, or other evaluation periods.

Unless otherwise stated, CortexCMMS may modify or terminate a free trial at any time.

At the conclusion of a free trial, Customer may be required to subscribe to a paid plan to continue accessing the Services.

7. Fees and Payment

Customer agrees to pay all fees associated with its selected Subscription or Order Form.

Unless otherwise specified:

• Subscription fees are billed in advance;
• Fees are non-refundable except as expressly stated in these Terms or an applicable Order Form;
• Customer is responsible for applicable taxes;
• Additional users, services, integrations, AI usage, or other chargeable features may result in additional fees; and
• Enterprise pricing may be established through a separate Order Form.

If payment is overdue, CortexCMMS may suspend access to the Services after providing reasonable notice.

8. AI Agents and AI Usage

8.1 Nature of AI Services

CortexCMMS uses artificial intelligence (AI) and machine-learning (ML) technologies to automate, optimize, and assist with maintenance workflows and related services. To provide certain AI-powered features, CortexCMMS may utilize third-party AI models, platforms, and service providers. Where necessary to deliver these services, certain user data may be shared with or processed by these third-party providers in accordance with applicable agreements, security requirements, and privacy practices.

AI Agents may analyze Customer Data, maintenance history, asset information, work orders, images, technician notes, sensor information, and other available information to generate recommendations or perform configured actions.

8.2 AI Accuracy

AI Outputs are probabilistic and may not always be accurate, complete, current, or appropriate.

CortexCMMS does not guarantee that AI-generated information will:

• Detect every equipment failure;
• Predict every future failure;
• Identify every maintenance requirement;
• Recommend the optimal maintenance action;
• Produce error-free work orders;
• Correctly interpret images or technician notes; or
• Prevent equipment failures, downtime, safety incidents, or operational losses.

Customer is responsible for determining whether an AI Output is suitable for its intended use.

8.3 AI Agent Actions

Where Customer enables autonomous or semi-autonomous AI Agent workflows, Customer authorizes CortexCMMS to perform the actions permitted by Customer’s configuration and permissions.

Customer is responsible for establishing appropriate approval thresholds and controls for automated actions.

8.4 Safety-Critical Decisions

CortexCMMS AI functionality should not be relied upon as the sole basis for decisions involving:

• Personnel safety;
• Emergency response;
• Lockout/tagout;
• Electrical isolation;
• Pressure systems;
• Hazardous materials;
• Process safety;
• Regulatory compliance;
• Critical infrastructure protection; or
• Other safety-critical activities.

Qualified personnel must independently verify appropriate procedures before performing safety-critical work.

9. Customer Data

9.1 Ownership

As between Customer and CortexCMMS, Customer retains all rights, title, and interest in Customer Data.

Customer grants CortexCMMS a limited, worldwide, non-exclusive license to host, store, process, transmit, reproduce, and otherwise use Customer Data as reasonably necessary to:

1. Provide the Services;
2. Operate and maintain the CortexCMMS platform;
3. Provide customer support;
4. Secure and protect the Services;
5. Prevent fraud and abuse;
6. Perform analytics and improve the Services, subject to applicable law and the applicable privacy terms; and
7. Perform other functions authorized by Customer.

9.2 Customer Responsibility for Data

Customer represents that it has all necessary rights and permissions to provide Customer Data to CortexCMMS and authorize CortexCMMS to process such data as contemplated by these Terms.

9.3 Aggregated and De-Identified Data

CortexCMMS may create aggregated, statistical, or de-identified information from use of the Services that does not identify Customer or an individual.

CortexCMMS may use such information for legitimate business purposes, including analytics, product improvement, benchmarking, research, and development.

10. Data Security and Privacy

CortexCMMS will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.

Customer’s use of the Services is also subject to the CortexCMMS Privacy Policy.

Where required, CortexCMMS and Customer may enter into a separate Data Processing Agreement (“DPA”).

Customer is responsible for determining whether the Services satisfy its regulatory, contractual, cybersecurity, privacy, and data-retention requirements.

11. Integrations and Third-Party Services

CortexCMMS may integrate with third-party systems, including enterprise asset management, ERP, MES, IoT, inventory, identity, cloud, and other systems.

Examples may include SAP, IBM Maximo, Microsoft, Siemens, and other third-party platforms.

Third-Party Services are controlled by their respective providers.

CortexCMMS is not responsible for:

• Availability of Third-Party Services;
• Changes to third-party APIs;
• Third-party outages;
• Third-party data accuracy;
• Third-party security incidents; or
• Changes to third-party terms.

Customer authorizes CortexCMMS to exchange data with Third-Party Services where Customer has enabled the applicable integration.

12. Intellectual Property

12.1 CortexCMMS Ownership

CortexCMMS and its licensors retain all rights, title, and interest in:

• The CortexCMMS platform;
• Software;
• AI Agents;
• AI models and systems;
• APIs;
• Documentation;
• User interfaces;
• Workflows;
• Algorithms;
• Product designs;
• Features;
• Improvements;
• Derivatives; and
• Other intellectual property associated with the Services.

Except for the limited rights expressly granted under these Terms, no intellectual property rights are transferred to Customer.

12.2 Feedback

If Customer provides suggestions, recommendations, or feedback regarding CortexCMMS, Customer grants CortexCMMS the right to use such feedback without restriction or compensation, provided that CortexCMMS does not disclose Customer’s confidential information in doing so.

13. Confidentiality

Each party may receive confidential information belonging to the other party.

The receiving party agrees to:

• Use confidential information only for purposes of performing under these Terms;
• Protect confidential information using reasonable safeguards; and
• Not disclose confidential information except to employees, contractors, advisors, or service providers who have a legitimate need to know and are subject to confidentiality obligations.

Confidential information does not include information that:

• Is publicly available without breach of these Terms;
• Was already lawfully known by the receiving party;
• Is independently developed without use of confidential information; or
• Is lawfully obtained from a third party without confidentiality restrictions.

14. Availability and Support

CortexCMMS will use commercially reasonable efforts to maintain availability of the Services.

The Services may occasionally be unavailable because of:

• Scheduled maintenance;
• Emergency maintenance;
• Internet or telecommunications failures;
• Third-party service failures;
• Security incidents;
• Force majeure events; or
• Circumstances outside CortexCMMS’s reasonable control.

Enterprise Customers may receive additional support or service-level commitments under a separate Order Form or Service Level Agreement.

15. Beta Features

CortexCMMS may provide experimental, beta, preview, or early-access functionality.

Beta features may:

• Be incomplete;
• Contain errors;
• Change without notice;
• Have limited support;
• Be discontinued at any time; or
• Not be suitable for production use.

Customer uses beta features at its own risk unless otherwise agreed in writing.

16. Warranties and Disclaimers

CortexCMMS will provide the Services in a professional and commercially reasonable manner.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CORTEXCMMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

CORTEXCMMS DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED;
• THE SERVICES WILL BE ERROR-FREE;
• AI OUTPUTS WILL BE ACCURATE OR COMPLETE;
• THE SERVICES WILL IDENTIFY ALL EQUIPMENT FAILURES;
• THE SERVICES WILL PREVENT DOWNTIME;
• THE SERVICES WILL ACHIEVE A PARTICULAR BUSINESS RESULT; OR
• THE SERVICES WILL SATISFY EVERY CUSTOMER’S PARTICULAR OPERATIONAL REQUIREMENT.

Customer remains responsible for operational decisions and implementation of maintenance procedures.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORTEXCMMS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, PRODUCTION, OR GOODWILL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORTEXCMMS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CORTEXCMMS FOR THE SERVICES DURING THE [12] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

Customer agrees to defend, indemnify, and hold harmless CortexCMMS and its affiliates, officers, directors, employees, and agents from claims, damages, liabilities, costs, and expenses arising from:

1. Customer Data;
2. Customer’s or an Authorized User’s violation of these Terms;
3. Customer’s unlawful use of the Services;
4. Customer’s violation of a third party’s intellectual property, privacy, or other rights; or
5. Customer’s misuse of AI Outputs or Services.

CortexCMMS will provide reasonable notice of any applicable claim and reasonable cooperation in the defense of such claim.

19. Suspension and Termination

19.1 Termination by Customer

Customer may terminate its Subscription in accordance with the cancellation provisions applicable to its Subscription plan or Order Form.

19.2 Termination by CortexCMMS

CortexCMMS may suspend or terminate access if:

• Customer materially breaches these Terms;
• Customer fails to pay applicable fees;
• Customer uses the Services unlawfully;
• Customer presents a material security risk;
• Customer attempts to compromise the Services; or
• Required by applicable law.

19.3 Effect of Termination

Upon termination:

• Customer’s right to access the Services will end;
• Customer must cease using the Services;
• Outstanding fees remain payable; and
• Provisions intended by their nature to survive termination will remain in effect.

20. Customer Data After Termination

Following termination, CortexCMMS may retain Customer Data for a limited period consistent with its data-retention policies.

Where technically and commercially feasible, CortexCMMS may provide Customer with an opportunity to export Customer Data following termination.

After the applicable retention period, CortexCMMS may delete Customer Data unless retention is required by law or otherwise agreed in writing.

Enterprise Customers may have additional data-export and retention rights under their applicable agreement.

21. Changes to These Terms

CortexCMMS may update these Terms from time to time.

For material changes, CortexCMMS may provide reasonable notice through the Services, email, or other appropriate communication.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, except where applicable law requires additional consent.

22. Governing Law

These Terms will be governed by the laws of the State of Florida, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida, unless the parties agree otherwise in writing.

23. Force Majeure

Neither party will be responsible for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, telecommunications failures, widespread internet disruptions, power failures, pandemics, cyberattacks, or failures of third-party infrastructure.

24. Assignment

Customer may not assign or transfer these Terms without CortexCMMS’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Customer’s assets.

CortexCMMS may assign these Terms to an affiliate or successor in connection with a merger, acquisition, reorganization, financing, or sale of the business or substantially all of its assets.

25. Entire Agreement

These Terms, together with any applicable Order Form, Privacy Policy, Data Processing Agreement, Service Level Agreement, and other incorporated agreements, constitute the entire agreement between Customer and CortexCMMS concerning the Services.

If there is a conflict between these Terms and an applicable signed Order Form or Enterprise agreement, the signed agreement will control to the extent of the conflict.

26. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

27. Waiver

A failure to enforce any provision of these Terms will not constitute a waiver of the right to enforce that provision in the future.

28. Notices

CortexCMMS may provide notices to Customer through the Services, by email, or through other reasonable electronic means.

Legal notices to CortexCMMS should be sent to:

CortexCMMS
6620 Gunn Hwy, Tampa, FL 33625
United States
Email: legal@cortexcmms.com

29. Contact Us

If you have questions about these Terms of Service, please contact:

CortexCMMS
6620 Gunn Hwy, Tampa, FL 33625
United States
Email: legal@cortexcmms.com
Website: www.cortexcmms.com

By accessing or using CortexCMMS, you acknowledge that you have read and agree to these Terms of Service.