Last updated: January 29, 2026
Master Terms and Conditions
These Master Terms and Conditions are between Infrared Cameras Inc. d.b.a. MultiSensor AI, a Texas corporation located at 24 Greenway Plaza Suite 1800 Houston, TX 77046 (“MSAI”), and the purchaser identified in the applicable Order (“Buyer”). These Master Terms and Conditions govern the sale of hardware, the provision of professional services, and the provision of cloud services by MSAI and its Affiliates to Buyer and its Affiliates (collectively, the “Agreement”). Buyer automatically accepts this Agreement as a condition to any sale or provision of Products or Services from MSAI.
Acceptance of any Order by MSAI is expressly limited to and conditioned upon Buyer’s assent to this Agreement, and any additional or inconsistent terms in Buyer documentation are rejected and shall have no force unless an authorized representative of MSAI expressly accepts them in a written instrument.
Article 1. Definitions.
1.1. “Affiliates” means, with respect to either party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.
1.2. “Aggregated Data” means data and information related to or derived from Buyer's use of the Services, including Customer Data in de-identified and aggregated form.
1.3. “Cloud Services” means hosted software-as-a-service, analytics, monitoring dashboards, alerts, and related hosted offerings made available by MSAI on a subscription basis.
1.4. “Customer Data” means any data, information, or material that Buyer or its users provide, submit, or upload into the Cloud Services or Professional Services in the course of using the Services.
1.5. “Documentation” means the user guides, manuals, specifications, policies, and other materials that MSAI provides or makes available describing the features or operation of the Products or Services.
1.6. “Effective Date” means the date of the first Order executed by the parties that incorporates this Agreement or, if earlier, the date Buyer first accesses or uses the Services or receives Hardware under this Agreement.
1.7. “Hardware” means tangible products delivered by MSAI.
1.8. “Order” means an MSAI quotation together with Buyer's purchase order or other ordering document that identifies the scope, quantities, fees, and applicable Service-specific terms.
1.9. “Pre-Existing IP” means all intellectual property, data, or materials of any kind owned or controlled by a party prior to the Effective Date or developed or acquired by a party independently of this Agreement.
1.10. “Products” means the Hardware and any software that MSAI provides as embedded in, bundled with, or otherwise made available in connection with the Hardware.
1.11. “Professional Services” means MSAI services performed at Buyer's site(s), including installation, configuration, maintenance, support, monitoring, training, and other on-site activities as described in an Order.
1.12. “Services” means collectively, the Professional Services and the Cloud Services.
Article 2. Prices.
2.1. Prices. Unless an MSAI quotation states otherwise, prices are in U.S. Dollars and include standard packaging only.
2.2. Taxes and Other Charges. Buyer is responsible for shipping, insurance, customs duties, and all taxes not included in the price.
2.3. Pricing Errors. If MSAI discovers a material pricing error prior to shipment or provisioning, MSAI may cancel the affected portion of the Order or seek Buyer's instructions.
Article 3. Delivery, Title, Risk of Loss, and Returns.
3.1. Orders. All Orders are firm and binding upon MSAI's receipt. Buyer may not cancel Orders for custom or specially sourced items, or for Services scheduled to commence within 30 days. Any other Order may be canceled or modified only with MSAI's prior written consent, and Buyer will pay a restocking or change fee of up to twenty-five percent (25%) of the Order value, whether or not the Order has shipped or been scheduled.
3.2. Shipment. Unless an MSAI quotation states otherwise, MSAI ships Hardware FCA MSAI’s facility, Houston, Texas (Incoterms® 2020); provided, however that MSAI may arrange shipment via its standard carrier at Buyer’s expense.
3.3. Title; Risk of Loss; Delivery Dates. Title (to the extent applicable) passes to Buyer upon completion of delivery of the Hardware to Buyer’s facility. Delivery dates are estimates only.
3.4. Returns. Buyer will comply with MSAI’s then‑current return merchandise authorization policy for any returns.
Article 4. Service Categories, Scope, and Access Obligations.
4.1. Hardware. Buyer will provide appropriate facilities, utilities, environmental controls, and personnel to receive, store, and safely handle Hardware. Buyer will purchase all Hardware for internal use and will not resell or distribute Hardware without MSAI's prior written authorization.
4.2. Embedded Software. Buyer may use embedded software solely with the Hardware on which MSAI provided it and only as necessary for the intended operation of the Hardware. Buyer will not separate, copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from embedded software, nor use it independently of the Hardware, including for development of a competing product or service.
4.3. Professional Services. MSAI will perform the Professional Services set forth in the Order. Buyer will grant timely, safe, and secure access to applicable sites, systems, and personnel, ensure prerequisites (including electrical, network, HVAC, racks, and mounting points) are in place, maintain adequate insurance and site safety, and acknowledge that on-site schedule changes are subject to availability and additional fees. MSAI may rely on Buyer information and third-party systems. Any tools, scripts, or materials that MSAI uses to provide Professional Services remain MSAI's property, and Buyer may use them only internally as necessary to realize the benefit of the Services.
4.4. Cloud Services. During the subscription term, and subject to this Agreement and the applicable Order, MSAI hereby grants Buyer a limited, non‑exclusive, non‑transferable, and non‑sublicensable right to access and use the Cloud Services solely for Buyer’s internal business purposes. Buyer will maintain the confidentiality and security of user credentials and use the Cloud Services in accordance with the Documentation and applicable law. Buyer will not: (a) sublicense, rent, or lease the Cloud Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Cloud Services, except to the extent such restrictions are prohibited by applicable law; (c) remove proprietary notices; (d) interfere with or disrupt the integrity or performance of the Cloud Services; (e) access the Cloud Services for competitive purposes; or (f) process sensitive or personal data in the Cloud Services without MSAI's prior written approval.
Article 5. Support Obligations.
5.1. Hardware. MSAI will provide hardware support consistent with any support level specified in the Order, if any. Any replacement or repair turnaround times are targets only and subject to parts and logistics availability.
5.2. Cloud Availability. For paid Cloud Services, MSAI will use commercially reasonable efforts to achieve a target monthly uptime percentage of 99.5%, excluding Excused Downtime. ‘Excused Downtime’ includes unavailability or degradation caused by: (a) Buyer’s or its providers’ networks, internet connectivity, VPNs, DNS, or bandwidth constraints; (b) Buyer-managed computers, servers, workstations, VMs, operating systems, drivers, firmware, or hypervisors; (c) Buyer security controls (including endpoint protection, IDS/IPS, DLP), firewall/proxy policies, SSL inspection, content filtering, or certificate issues; (d) Buyer-initiated or automatic updates, patches, restarts, or configuration changes (including operating system or application updates); (e) power outages or facility issues at Buyer sites; (f) any other third-party systems or integrations not supplied by MSAI; (g) planned maintenance; (h) a force majeure event; (i) acts or omissions of Buyer; (j) security events; and (k) any other exclusions in this Agreement. Excused Downtime is excluded from availability calculations and service credits. Any service credits expressly stated in an Order are Buyer’s sole and exclusive remedy for any failure to meet such availability targets.
Article 6. Customer Responsibilities and Obligations.
6.1. Customer Responsibilities. Buyer shall, at its own expense:
(i) ensure that its site meets all requirements for the Hardware and Services, including providing adequate and stable power, networking, environmental controls (such as temperature and humidity), and physical security;
(ii) comply with all applicable laws, regulations, and industry standards;
(iii) procure and maintain all necessary third‑party licenses, connectivity, and consents required for the operation of the Hardware and use of the Services;
(iv) ensure that only trained and qualified personnel operate the Hardware in accordance with all MSAI documentation and instructions; and
(v) immediately notify MSAI in writing of any safety incidents, security incidents, or suspected violations of law related to the Hardware or Services.
(vi) perform, and will allow MSAI to perform if included in the Order, periodic testing and calibration at intervals specified in the Documentation or the Order (or, if not specified, quarterly), including functional checks of sensors, cameras, analytics thresholds, and alerting paths. Buyer acknowledges that failure to remediate out-of-tolerance results may impact the intended performance of the Hardware and Services, for which MSAI is not liable.
(vii) implement preventive maintenance per the Documentation, including cleaning optics, verifying mounts and cable integrity, confirming network time synchronization, and replacing consumables or wear components at recommended intervals.
(viii) maintain environmental conditions within specified tolerances (e.g., temperature, humidity, airflow, particulates, lighting/IR interference) and will not introduce obstructions or reflective/heat sources that materially affect performance without re-tuning.
(ix) notify MSAI of changes to facility layout, process lines, or integrations that could affect detection performance. Buyer acknowledges that failure to provide such notice may impact the reliability of the Hardware and Services. Any re-assessment and re-tuning required due to such changes will be performed by MSAI at an additional cost or as otherwise agreed in an Order.
(x) system logs, configuration change records, and relevant video/thermal imagery for at least 7 days (or longer if required by law or the Order) to enable incident reconstruction and troubleshooting, and will provide reasonable access to MSAI for support and root-cause analysis.
(xi) be responsible for the availability and performance of third-party networks, sensors, storage, and integrations not supplied by MSAI.
6.2. Acceptance and Commissioning. Hardware will be deemed accepted on the earliest of: (a) successful completion of commissioning per the Documentation and the Order; (b) Buyer’s first productive use; or (c) five days after delivery if Buyer has not provided a written, reasonable, and specific rejection notice describing material nonconformities. Buyer will provide qualified personnel, access, and prerequisite site readiness to enable commissioning and any required calibrations or baselining.
6.3. Site-Acceptance Test (“SAT”). Where specified in the Order, the parties will conduct a SAT using mutually agreed procedures aligned to the Documentation and the intended environmental conditions. Non-conformities reproducible against the agreed procedures will be corrected by MSAI. Acceptance will occur upon re-test success, first productive use, or ten days after SAT completion if no rejection notice is provided.
6.4. Partial Acceptance. Acceptance of conforming components or milestones will not be delayed due to unrelated non-conformities.
Article 7. Fees, Invoices, and Payment Obligations.
7.1. Fees. The Order shall state the fees for Hardware, Professional Services, and Cloud Services. MSAI shall bill subscription fees for Cloud Services in advance unless the Order specifies otherwise. MSAI shall bill time and materials and expenses for Professional Services as incurred. Buyer shall pay all invoices net 30 days from the invoice date.
7.2. Interest and Suspension. Buyer will pay interest on late amounts at the lesser of 1.5% per month or the maximum rate permitted by law. MSAI may suspend Hardware shipments, Professional Services, or Cloud Services for unpaid amounts after providing notice to Buyer. All amounts are non‑refundable except as expressly stated in this Agreement.
Article 8. Customer Data.
8.1. Customer Data. Buyer hereby grants MSAI a non‑exclusive, worldwide, transferable, sublicensable right to host, copy, process, transmit, display, and use Customer Data solely to provide, secure, support, and improve the Services and related analytics.
8.2. Security. MSAI shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed in the Cloud Services.
8.3. Data Location and Transfers. Buyer shall authorize MSAI to transfer and process Customer Data in locations where MSAI or its subprocessors operate, subject to applicable law. Buyer shall provide required notices and shall obtain necessary consents from data subjects and third parties.
8.4. Data Backups and Retention. MSAI will maintain backups commensurate with the Cloud Services offering. Upon termination or expiration of a subscription, Buyer shall retrieve Customer Data within the period described in the applicable documentation or Order, and MSAI shall be permitted to delete Customer Data after that period.
Article 9. Software and Intellectual Property Obligations.
9.1. Pre-Existing IP. As between the parties, each party retains all right, title, and interest in and to its Pre-Existing IP. Except for the limited rights expressly granted in this Agreement, no rights are transferred or licensed.
9.2. License. If the Products include software, MSAI hereby grants Buyer a non-exclusive, revocable, non-transferable, and non-sublicensable limited license to use such software solely as incorporated with the Products and as provided by this Agreement and the applicable license terms embedded in or delivered with the software. Buyer may make only the number of copies permitted by the applicable license terms and will not use any software component separately from the Products.
9.3. Aggregated Data License. Buyer hereby grants to MSAI a perpetual, worldwide, non-exclusive, fully paid-up, transferable, sublicensable right to use, create derivative works of, manipulate, and otherwise exploit the Aggregated Data for any lawful purpose.
9.4. AI Training. Buyer hereby grants MSAI a perpetual, irrevocable, non-exclusive, worldwide, transferable, sublicensable, royalty-free license to use Customer Data, and to create and use de-identified, aggregated, and other derived data from Customer Data, to operate, secure, support, develop, train, fine-tune, and improve the Products and Services (including algorithms, analytics, and machine learning models), and for related research, benchmarking, and quality assurance. As between the parties, MSAI owns all right, title, and interest in and to its algorithms, machine learning models, model weights and parameters, prompts, embeddings, and other tools, and any improvements, derivatives, or modifications thereof, including those developed or improved using Customer Data, Aggregated Data, or other derived data. MSAI also owns the outputs generated by such models, excluding any Customer Data contained in those outputs. Where feasible for the intended purpose, MSAI will use Customer Data in de-identified and/or aggregated form for model training and improvement and will not attempt to re-identify individuals from de-identified data. MSAI will process Customer Data in accordance with the Security and Data Location and Transfers sections and applicable law, and will not sell personal data.
Article 10. Confidentiality.
10.1. Definition of Confidential Information. "Confidential Information" means non‑public information that the disclosing party identifies as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure, including pricing, non-public technical information, and pre-release offerings.
10.2. Protection and Use. The receiving party will protect the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care. The receiving party will disclosing party’s Confidential Information only to perform under this Agreement and will not disclose it to any third party except to its Affiliates, personnel, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those found herein. The obligations do not apply to information that is or becomes publicly available without breach of this Agreement, was rightfully known to the receiving party without confidentiality obligations, was independently developed without use of Confidential Information, or was rightfully received from a third party without restriction on confidentiality. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice and reasonable cooperation to seek protective treatment.
Article 11. Compliance with Laws and Export Controls.
11.1. Compliance with Laws. Buyer shall comply with all applicable laws, regulations, and orders, including those that govern export, import, re‑export, transfer, shipping, sale, resale, use, privacy, and data protection. Buyer shall not export, re‑export, sell, or otherwise transfer any Products, software, services, or information to any country, person, or entity that applicable law prohibits without required authorization. MSAI shall have no obligation to perform where applicable law prohibits performance, and MSAI shall have the right to cancel any Order or suspend performance if an export authorization is delayed, denied, restricted, or not renewed.
11.2. Free Trade Agreement (“FTA”) Eligibility. Neither the country of shipment nor the country of origin indicated on shipping documentation constitutes confirmation of FTA eligibility. FTA eligibility, if requested, must be certified by Buyer’s trained and qualified FTA specialist and only if the Products meet the applicable qualification requirements.
11.3. Authorization Allocation. Subject to the delivery terms, MSAI will endeavor to obtain U.S. export authorizations required when MSAI ships Products or information outside the U.S. Buyer is responsible for all other required licenses, permits, filings, and import/export authorizations relating to its receipt, re-export, transfer, or use of the Products or Services. Each party will reasonably assist the other to secure and comply with such authorizations.
11.4. Recordkeeping and Inspection. Buyer will maintain complete and accurate records sufficient to demonstrate compliance with applicable export/import, sanctions, and customs requirements (including FTA determinations) for the period required by law and will make such records available to MSAI upon reasonable request for audit and verification purposes.
11.5. Notification. Buyer will promptly notify MSAI of any actual or suspected violation of export/import, sanctions, or customs laws in connection with the Products or Services. MSAI may suspend performance immediately in the event of a violation or suspected violation.
Article 12. Warranties and Remedies.
12.1. Limited Hardware Warranty. MSAI provides Hardware with the limited manufacturer's warranty, if any, that accompanies the Hardware. The sole and exclusive remedy for breach of this warranty is repair or replacement of the non‑conforming Hardware, or, if repair or replacement is not commercially reasonable, a refund of the purchase price upon return of the Hardware. This warranty does not cover wear and tear, consumables, cosmetic defects, damage from accident, abuse, improper storage or maintenance, unauthorized repair or modification, use contrary to Documentation, or non‑MSAI equipment or software.
12.2. Professional Services Warranty. MSAI represents and warrants that it will perform Professional Services in a professional and workmanlike manner consistent with industry standards. Buyer must notify MSAI of any non‑conformity within 30 days after performance. The sole and exclusive remedy is reperformance of the non‑conforming Services or, if reperformance is not commercially reasonable, a refund of the fees paid for the affected Services.
12.3. Cloud Services Warranty. MSAI represents and warrants that, during the subscription term, the Cloud Services will materially conform to the applicable Documentation. Buyer must notify MSAI of any non‑conformity within 30 days after discovery. MSAI will use commercially reasonable efforts to correct reproducible non‑conformities, and if MSAI is unable to do so within a reasonable time, the sole and exclusive remedy is a credit or refund of the subscription fees for the affected period.
12.4. General Exclusions. The foregoing warranties do not apply to: (a) issues caused by factors outside MSAI’s reasonable control; (b) your failure to meet prerequisites; (c) your misuse, or use not in accordance with Documentation; (d) third‑party systems, networks, or services; (e) modifications not made by MSAI; or (f) non‑production or evaluation use.
Article 13. DISCLAIMERS AND ACKNOWLEDGMENTS.
13.1. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY STATED IN THE WARRANTIES AND REMEDIES SECTION, THE HARDWARE, PROFESSIONAL SERVICES, CLOUD SERVICES, SOFTWARE, AND RELATED INFORMATION, CONTENT, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." MSAI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MSAI DOES NOT WARRANT UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES; TO THE EXTENT PROHIBITED, SUCH WARRANTIES ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
13.2. ADDITIONAL ACKNOWLEDGMENTS. NO HARDWARE, PROFESSIONAL SERVICE, OR CLOUD SERVICE WILL DETECT OR PREVENT ALL THREATS, INCLUDING BUT NOT LIMITED TO: FIRES OR FIRE RISKS; ELECTRICAL HAZARDS (INCLUDING ARC FAULTS OR ELECTRICAL FAILURE); LIQUID LEAKS; OR MACHINERY THREATS OR FAILURES. MSAI’S OFFERINGS ASSIST WITH MONITORING AND DETECTION AND ARE NOT A SUBSTITUTE FOR LIFE-SAFETY SYSTEMS, EMERGENCY RESPONSE, PROFESSIONAL JUDGMENT, ELECTRICAL SAFETY PRACTICES, LEAK CONTAINMENT/REMEDIATION MEASURES, OR EQUIPMENT GUARDING OR PREVENTIVE MAINTENANCE PROGRAMS. BUYER WILL IMPLEMENT AND MAINTAIN APPROPRIATE SAFETY, REDUNDANCY, AND RESPONSE MEASURES, INCLUDING LOCKOUT/TAGOUT AND ELECTRICAL SAFETY PROCEDURES, LEAK CONTAINMENT AND DRAINAGE/SHUTOFF MEASURES, AND PREVENTIVE/PREDICTIVE MAINTENANCE FOR CRITICAL MACHINERY. VARIABLES OUTSIDE MSAI'S CONTROL, INCLUDING OPERATOR SKILL, NON-MSAI EQUIPMENT, ELECTROMAGNETIC INTERFERENCE, SHIELDING OR ENCLOSURES, FLUID TYPE/VISCOSITY OR CONDUCTIVITY, VIBRATION, MECHANICAL WEAR, LUBRICATION, LINE SPEED OR DUTY CYCLE, AND ENVIRONMENTAL AND CLIMATIC CONDITIONS, MAY AFFECT PERFORMANCE AND RESULTS BUYER ACKNOWLEDGES THAT THERMAL/FIRE DETECTION AND OTHER ANALYTICS-BASED SOLUTIONS MAY GENERATE FALSE POSITIVES AND FALSE NEGATIVES DUE TO ENVIRONMENTAL, OPERATIONAL, INTEGRATION, AND HUMAN FACTORS, INCLUDING IN CONNECTION WITH ELECTRICAL EVENTS, LIQUID LEAKS, AND MACHINERY CONDITIONS. BUYER IS RESPONSIBLE FOR ESTABLISHING AND MAINTAINING INCIDENT RESPONSE PROTOCOLS, TRIAGE PROCESSES, AND ESCALATION CRITERIA APPROPRIATE TO ITS FACILITIES AND RISK TOLERANCE, INCLUDING FOR ELECTRICAL-, LEAK-, AND MACHINERY-RELATED ALARMS. BUYER IS RESPONSIBLE FOR COSTS ASSOCIATED WITH INVESTIGATION, VERIFICATION, AND RESPONSE TO ALARMS OR EVENTS (INCLUDING NUISANCE ALARMS), EXCEPT TO THE EXTENT DIRECTLY CAUSED BY MSAI’S WILLFUL MISCONDUCT. BUYER WILL PROMPTLY NOTIFY MSAI OF MATERIAL SITE, PROCESS, OR SYSTEM CHANGES (E.G., LINE LAYOUT, HEAT SOURCES, AIRFLOW, REFLECTIVITY, PARTICULATES, ELECTRICAL LOADS OR CIRCUITRY, PANELING OR CABLE ROUTING, FLUID TYPES OR FLOW PATHS, MACHINERY OPERATING PARAMETERS OR LAYOUT) AND WILL SUPPORT REASONABLE RE-TUNING, MASKING, AND RE-BASELINING ACTIVITIES NEEDED TO MAINTAIN INTENDED PERFORMANCE. MSAI MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION THAT DETECTION, ALERTING, ANALYTICS, AND NOTIFICATIONS WILL OCCUR IN REAL‑TIME, AS THEY MAY BE SUBJECT TO DELAYS CAUSED BY PROCESSING, CONNECTIVITY, NETWORK AVAILABILITY, POWER INTERRUPTIONS, OR INTEGRATION WITH BUYER OR THIRD‑PARTY SYSTEMS.
Article 14. Indemnification and Limitation of Liability.
14.1. Buyer Indemnity. Buyer shall defend, indemnify, and hold harmless MSAI, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to a third-party claim arising out of or relating to: (a) Buyer’s use, misuse, or resale of the Hardware, Professional Services, or Cloud Services; (b) Buyer’s breach of this Agreement or violation of law; (c) Customer Data, including claims that Customer Data infringes or misappropriates third‑party rights or violates privacy or data protection laws; (d) site conditions or safety incidents at Buyer’s facilities; and (e) any instructions, designs, or specifications provided by Buyer.
14.2. LIMITATION OF LIABILITY. REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM, MSAI'S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE ARISING FROM OR RELATING TO EACH PRODUCT OR SERVICE PURCHASED UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS BUYER PAID TO MSAI FOR THE SPECIFIC HARDWARE, PROFESSIONAL SERVICE, OR CLOUD SERVICE GIVING RISE TO THE CLAIM. THIS LIMIT APPLIES TO MSAI, ITS AFFILIATES, AND ITS SUPPLIERS IN THE AGGREGATE.
14.3. WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL MSAI, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES INCLUDING LOSS OF DATA, LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN REFLECTED IN MSAI'S PRICING.
Article 15. Term and Termination.
15.1. Term and Renewal. Each Order will specify its term. Any Cloud Services renewals will be as stated in the Order. This Agreement will continue until the earlier of (i) termination of the Agreement by a party pursuant to Section 15.2 or (ii) 12 months after the expiration or termination of the last active Order.
15.2. Termination. Either party may terminate an Order or this Agreement for a material breach that remains uncured 30 days after written notice. Upon termination of Cloud Services, Buyer will cease access to such services, and the parties will follow the Data Backups and Retention subsection regarding Customer Data.
15.3. Suspension. MSAI may suspend the Services immediately upon notice for non‑payment, a material breach by Buyer, a violation of law or suspected security incident, or to prevent harm to the Cloud Services or other customers.
Article 16. Miscellaneous
16.1. Governing Law and Venue. This Agreement is governed by the laws of the State of Texas, without regard to conflicts of laws rules. The parties will bring any action arising under this Agreement exclusively in the state or federal courts located in Harris County, Texas and submit to the jurisdiction of such courts.
16.2. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be modified to the minimum extent necessary to be valid and enforceable.
16.3. Force Majeure. MSAI is not liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, acts of government, fire, flood, epidemic, pandemic, quarantine restrictions, war, terrorism, strikes, labor disputes, supply chain disruptions, power or internet outages, or failures of third‑party service providers. Performance is excused for the period of delay.
16.4. Assignment. Buyer will not assign or transfer this Agreement in whole or in part without MSAI’s prior written consent, and any attempted assignment in violation of this section is void. A permitted sale or transfer of Hardware does not confer any rights under this Agreement on a transferee, and no transferee is a third‑party beneficiary.
16.5. Notices. Notices to MSAI must be sent to Infrared Cameras Inc., Attn: Legal, 24 Greenway Plaza Suite 1800 Houston, TX 77046, with a copy to the email address designated in MSAI's quotation, or as MSAI otherwise specifies. Notices to Buyer will be sent to the address on the Order or such other address as Buyer provides in writing. Notices are deemed given when received if delivered by courier or certified mail, and when sent if delivered by email with confirmation.
16.6. Survival. Any provision that by its nature should survive termination will survive termination of this Agreement, including, but not limited to, Section 8.4, Article 9, Article 10, Article 13, Article 14, and Article 16.
16.7. Entire Agreement. This Agreement is the final, complete, and exclusive agreement regarding its subject matter and supersedes all prior or contemporaneous discussions or agreements. In the event of a conflict, the order of precedence is: (1) this Agreement; (2) an executed Order; and (3) MSAI’s quotation and Documentation. Any waiver, modification, or amendment is effective only if set forth in a writing signed by an authorized representative of MSAI.