AI Terms

These AI Terms (“Terms”) supplement the Johnson Controls Customer Terms, Terms of Service or other agreement entered into between Johnson Controls and Customer (the “Agreement”) and apply to the Artificial Intelligence features of the Offerings. Capitalized terms used and not defined in these Terms have the meaning given to them in the Agreement. These Terms control in the event of a conflict with the Agreement, or any exhibits, schedules, or addendums thereto.

1. ACCESS AND USE

1.1. Use of AI Offerings. Johnson Controls grants Customer a non-exclusive right to use the AI Offerings during the Term solely for Customer’s internal business purposes in connection with the use of the Offerings.

1.2. Restrictions. Customer will not and will not permit its Authorized Users to: (i) use the AI Offerings or Output in a way that violates applicable law, these Terms, the Code of Conduct or additional documentation applicable to the AI Offerings; (ii) use the AI Offerings in a way that infringes or violates (or would reasonably be expected to violate) any person’s rights; (iii) to reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Offerings; (iv) extract data from the AI Offerings, other than as permitted through such offerings; (v) represent that Output was human generated or approved or endorsed by Johnson Controls; (vi) use Output to develop models or products that compete with Johnson Controls; (vii) interfere with or disrupt the AI Offerings, including circumventing protective measures or safety mitigations, and (viii) violate or circumvent AI Offering usage limits. 

1.3.  Compliance with Law and Code of Conduct; Deployment.  Customer must deploy and use the AI Offerings solely in compliance with applicable law and the Code of Conduct.  Regardless of whether Johnson Controls assists with the installation and implementation of the AI Offerings, Customer is the “deployer”, “operator” or similar role under applicable law and is responsible for any required assessments, documentation, and controls. Customer may not use or deploy the AI Offerings in any “high risk” AI systems or “high risk” use case, in each case as defined under applicable law, and may not use or deploy the AI Offerings in any manner prohibited by applicable law. Johnson Controls will have no responsibility or liability for Customer’s use or deployment that is high-risk or otherwise in violation of applicable law. Customer will provide all required notices to or obtain all required consents from persons affected or impacted by any of the AI Offerings. To the extent Authorized Users include Customer’s end‑customers, Customer will be solely responsible for such users’ compliance with these Terms and the AI Code of Conduct, including providing all required disclosures and consents, supervising and monitoring their use, and promptly addressing misuse or violations.

1.4.  Agents.  Agents are AI offerings that Customer and its Authorized Users may direct to take certain actions or accomplish certain goals on behalf of Customer (each, an “Agent”).  Customer is solely responsible for actions and omissions of its Agents, including but not limited to, monitoring and supervising such actions, determining the appropriateness of using an Agent for a particular use, and determining the degree of human supervision required for its Agents. Customer will implement and maintain appropriate human‑in‑the‑loop review proportional to the risk of the use case and will document approval thresholds for Agent‑initiated actions, including any actions with legal, financial, safety, privacy, or individual fundamental or civil rights impacts. 

2. CUSTOMER CONTENT

2.1. In General. Customer and its Authorized Users may provide Input and receive Output. As between the Parties, to the extent permitted by applicable law, Customer retains all rights to its Input and owns Output. Johnson Controls hereby assigns to Customer all its right, title and interest, if any, in and to Output.

2.2. Johnson Controls Obligations and Rights. Johnson Controls will not use Customer Content to train or improve AI models that Johnson Controls makes available to other customers and will not permit its subcontractors to use the Customer Content to train or improve their AI models.  Johnson Controls will only use the Customer Content to provide, operate, protect and support the AI Offerings, provided that Johnson Controls may use Customer Content to comply with applicable law and to develop and improve its AI Offerings solely to the extent that such Customer Content is aggregated and deidentified such that it cannot reasonably be used to identify Customers or its Authorized Users directly or by inference.

2.3. Customer Obligations. 

(i) Input. Customer is responsible for all Input and represents and warrants that it has all rights, licenses, consents and permissions required to provide the Input to the AI Offerings and to process the Customer Content on behalf of itself and Authorized Users.

(ii) Output.  Given the nature of AI, Customer acknowledges that Output may be inaccurate, misleading, or inappropriate, may not qualify for intellectual property protection, and may be inconsistent with Johnson Controls and its subcontractors’ views. Customer and its Authorized Users are responsible for evaluating the accuracy and appropriateness of Output for its use case. 

2.4. Output Similarity. Given the nature of AI, Output may not be unique across users, and the AI Offerings may generate the same or similar Output for other users of the AI Offerings. Responses that are requested and generated for other customers and users are not considered Customer Content.

3. Warranty. 

Johnson Controls warrants that, during the Term, the AI Offerings will conform to the AI Offering documentation in all material respects when accessed and used by Customer in accordance with these Terms. Customer’s sole remedy and Johnson Controls' sole liability for breach of the foregoing warranty is for Johnson Controls to use reasonable efforts to correct the AI Offering to conform to applicable documentation. Johnson Controls may implement and adjust safety mitigations, content filters, rate limits, and usage caps to protect users and comply with applicable law. These measures may throttle, block, or modify certain requests or Outputs and may affect functionality, performance, or availability without constituting a breach, non‑conformance, or downtime. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN THIS SECTION, THE AI OFFERINGS AND OUTPUT ARE PROVIDED “AS IS” AND JOHNSON CONTROLS AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JOHNSON CONROLS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JOHNSON CONTROLS MAKES NO WARRANTY OF ANY KIND THAT THE AI OFFERINGS, INCLUDING ANY OUTPUTS, WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

4.  INDEMNIFICATION.

4.1. Output Indemnification.

(i) Johnson Controls will defend Customer from and against any third party claim to the extent alleging that Output of the AI Offerings, when used by Customer in compliance with and as authorized by these Terms and the Agreement, directly infringes any copyright of a third party (an “Output Claim”) and indemnify and hold harmless Customer against any damages, fines, or costs (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction or agreed in settlement by Johnson Controls resulting from an Output Claim. 

(ii) Procedure.  Johnson Controls’ obligations in Section 4.1 (Output Indemnification) are subject to Customer providing Johnson Controls: (a) prompt notice of the Output Claim, (b) the right to control and direct the investigation, defense and settlement of the Output Claim, and (c) all reasonably requested cooperation (including preserving and sharing the relevant Input and Output), at Johnson Controls’ expense. Customer may not settle an Output Claim without Johnson Controls’ prior written consent. Johnson Controls may not settle an Output Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Output or the AI Offerings).

(iii) Exceptions.  Johnson Controls’ obligations in this Section 4 do not apply to the extent an Output Claim arises from: (a) Customer’s breach of these Terms, the Agreement or the Code of Conduct; (b) Customer’s modification of an AI Offering or Output by other than Johnson Controls; (c) use of Output in combination with items or products not provided by Johnson Controls; (d) Output that Customer knew, or reasonably should have known, was likely to violate the third-party rights or Laws that are the subject of the Output Claim; (e) any use of Output after Johnson Controls has instructed Customer to cease use or after Customer has received notice of alleged infringement; (f) Third-Party Products or their output; or (g) Input, other non-Output customer data or customer materials.

(iv) Remedy. Johnson Controls’ indemnification obligations under this Section 4.1 shall be satisfied, at its option and expense, by one or more of the following: (A) procuring for Customer the right to continue using the specific Output at issue; (B) modifying the Output so that it is no longer allegedly infringing while substantially preserving its functionality for Customer’s permitted use; or (C) directing Customer to cease use of the specific Output and, if applicable, providing a non‑infringing substitute. If Johnson Controls elects option (C) and no commercially reasonable substitute is available, Johnson Controls may require cessation of use of the specific Output, in which case Johnson Controls’ liability will be limited to the indemnity obligations set out in Section 4.1 and, if Customer paid a discrete fee for the generation of that specific Output, a refund of such fee. The foregoing mitigation steps constitute Customer’s sole and exclusive remedy, and Johnson Controls’ entire obligation, for any Output Claim.

4.2. Customer Indemnity.  Customer agrees to indemnify, defend and hold Johnson Controls and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorney’s fees) payable to a third party arising out of a claim, suit, action or proceeding related to (i) the use of the AI Offerings or Output in violation of these Terms, the Agreement or the Code of Conduct or applicable law, (ii) Customer Input or other data provided by Customer, (iii) any Output generated from Input that Customer knew or should have reasonably known would violate third party rights, or (iv) claims arising from Authorized Users’ use of any AI Offering in breach of these Terms, the AI Code of Conduct, or applicable Law.

5.  GENERAL PROVISIONS

5.1. Hosted Components.  Unless otherwise agreed by the Parties, to the extent that any AI Offerings are hosted software offerings, such offerings will be governed by the Johnson Controls Terms of Service, including the Data Processing Agreement therein, each as modified by these Terms. 

5.2. AI Limitation of Liability. The liability limitations and damage exclusions set forth in the Agreement will apply to offerings provided under the Agreement other than the AI Offerings. In relation to or arising out of the AI Offerings and items governed by these Terms, the following terms will apply:

(i) Exclusion of certain damages. EXCEPT AS SET FORTH IN SECTION 5.3(iii), TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO CUSTOMER OR ITS AFFILIATES FOR ANY: (A) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES OF ANY KIND; (B) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; AND (C) BUSINESS INTERRUPTION. 

(ii) Limitation on Amount. EXCEPT AS SET FORTH IN SECTION 5.3(iii), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THESE TERMS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WILL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE AI OFFERINGS GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. 

(iii) Exceptions.  The exclusions and limitations set forth in Section 5.3(i) and 5.3(ii) will not apply to Customer’s breach of Section 1.2 (Restrictions) and Customer’s indemnification obligations hereunder. 

(iv) The terms of this Section apply even if a party knew or should have known that such damages were possible, even if a remedy fails its essential purpose, and regardless of the form of action, whether in contract, tort (including negligence) strict liability or otherwise.

5.3. Third Party Providers. To the extent the AI Offerings include services provided by third parties or licensed from third parties (“Third-Party Products”), Customer will comply with, and agree to be bound to, the terms and conditions of the applicable third-party licenses associated with the third-party services. All relevant licenses for the third-party services are within such Third-Party Products. Johnson Controls does not control and is not responsible or liable for Third-Party Products, and Customer’s recourse for any issues arising from or related to Third-Party Products (including their availability, performance, security, support, or compliance) is solely against the applicable third-party provider. Notwithstanding the foregoing, Johnson Controls will be responsible for Third-Party Products only to the extent Johnson Controls expressly assumes such responsibility in the Agreement.

5.4. IP. Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content, offerings, or intellectual property, by implication or otherwise.

5.5. Feedback. To the extent Customer provides feedback, comments, ideas, proposals, and suggestions on how to improve the AI Offerings (together, "Feedback"), Customer grants Johnson Controls the right to use and exploit Feedback without restriction or compensation.

5.6. Modifications. Johnson Controls may amend these Terms from time to time by providing Customer with reasonable notice, including by posting a revised version on its website. Any material amendment or change that adversely affects Customer’s rights or materially increases Customer’s obligations with respect to the AI Offerings (a “Material Adverse Change”) will be preceded by reasonable advance notice (at least 30 days where practicable). If Customer reasonably determines a Material Adverse Change applies, Customer may, within 30 days of notice, discontinue the AI features without penalty (without affecting the remainder of the Agreement) and receive a pro rata refund of any prepaid fees allocable to the discontinued AI features from the effective date of discontinuation.

6.  DEFINITIONS

6.1. "Code of Conduct" means the Johnson Controls AI Code of Conduct.

6.2. "Artificial Intelligence" or "AI" means an engineered or machine-based system that is designed to operate with varying levels of autonomy and that, for explicit or implicit inputs, infers from the input it receives, how to generate outputs such as predictions, content, recommendations or decisions.

6.3. "AI Offerings" means the Offerings using Artificial Intelligence that are provided by Johnson Controls to Customer under the Agreement.

6.4. “Authorized Users” means any individual that Customer authorizes to use the AI Offerings, including consultants, contractors and agents and individuals interacting with the AI Offerings as Customer’s customer. 

6.5. "Customer Content" means Input and Output, collectively.

6.6. "Customer" means the entity that executed the Agreement with Johnson Controls to receive the Offerings.

6.7. "Input" means the input, information or other content provided to the AI Offerings by or on behalf of Customer and its Authorized Users.

6.8. “Johnson Controls” means the entity that executed the Agreement with Customer to provide the Offerings. 

6.9 "Output" means the output generated by the AI Offerings for Customer based on the Input.

6.10. "Offerings" means the services, software or hosted software services provided by Johnson Controls to Customer pursuant to the Agreement.

6.11. “Term” means the duration of the subscription for the AI Offerings, as set forth in the Agreement and related order, statement of work or similar effectuating document.