Effective 2026-05-11
1.1 “NCV,” “we,” “us” means National Cold Vault LLC, an Ohio limited liability company, 576 12TH ST NW, CARROLLTON, OH 44615.
1.2 “Customer,” “you” means the business entity accepting these Terms. The Service is offered solely to businesses and licensed professionals for commercial use. It is not offered to consumers for personal, family, or household purposes.
1.3 “Node” means the Cold Vault Node hardware unit provided under these Terms.
1.4 “Service” means the Node, the NCV software platform, alerting, reporting, and the annual calibrated probe replacement program.
1.5 “Telemetry Data” means temperature, humidity, battery, signal, and device-status readings transmitted by a Node.
1.6 “Order” means a reservation, purchase order, or subscription accepted by NCV.
2.1 These Terms become binding when you check the acceptance box at checkout or account registration, or when you activate a Node. NCV records the date, time, version, and IP address of your acceptance.
2.2 We may amend these Terms. Amendments take effect for your next renewal term, and we will give you at least thirty (30) days’ written notice before your renewal date. Amendments never apply retroactively to a term you have already paid for.
2.3 Your rate is fixed for twenty-four (24) months from activation. After that, any increase is capped at three percent (3%) per renewal year, with at least forty-five (45) days’ written notice.
3.1 The Service transmits Telemetry Data at approximately five (5) minute intervals. The Service is not continuous, not instantaneous, and is not “real-time.” A temperature excursion cannot be detected sooner than the next scheduled transmission.
3.2 The Service is a supplemental monitoring aid. It does not replace, and you remain fully responsible for, the daily manual minimum/maximum temperature readings, record retention, and excursion response procedures required by your state Board of Pharmacy, applicable accreditation bodies, CDC storage and handling guidance, or any other authority governing you.
3.3 The Service is not insurance. It does not indemnify, insure, or guarantee against loss, spoilage, or expiration of any product. You should maintain your own insurance covering refrigerated inventory.
3.4 Reports generated by the Service are records of measured data. They are not legal, regulatory, or compliance advice. NCV does not warrant that any inspector, auditor, accreditation body, or regulator will accept them. Compliance determinations are yours alone.
3.5 The Node is not a medical device and is not offered for the diagnosis, treatment, cure, or prevention of disease.
You agree to:
4.1 Maintain accurate alert contacts — at least one working mobile telephone number capable of receiving voice calls and SMS. You are solely responsible for keeping this current. NCV has no liability for an alert sent to a number you did not update.
4.2 Test the Service monthly using the documented self-test procedure, and log each test. If you have not completed a successful self-test within thirty (30) days before an incident, you acknowledge you were not entitled to rely on the Service at that time.
4.3 Continue all manual logging and record retention required of you.
4.4 Keep the probe in its thermal buffer, correctly positioned, per instructions.
4.5 Install each replacement calibrated probe within thirty (30) days of receipt. Calibration currency lapses if you do not.
4.6 Respond to device-offline notifications promptly.
4.7 Not resell, sublicense, reverse engineer, or transmit false data.
4.8 Maintain your own backup monitoring appropriate to the value of your stored inventory.
5.1 Hardware is provided at no separate charge as part of your subscription. NCV retains title to all Nodes and probes. You receive a non-exclusive right to use them during your paid term.
5.2 Within thirty (30) days of termination, return each Node in the prepaid mailer we provide. Unreturned Nodes are billed at $149 each.
5.3 We will replace a Node that fails through no fault of yours, at no charge, during your paid term.
6.1 Reservation deposits. A deposit of $99 per Node reserves capacity. It is refundable on request for ninety (90) days from payment. Thereafter it is credited to your first invoice and is non-refundable except under §6.3.
6.2 Stored payment method. By placing an Order you authorize NCV to store your payment method and charge the remaining first-year balance when your Node is activated. We will email you at least seven (7) days before any charge.
6.3 Shipping and delay rights. Batch 1 Nodes ship by 31 March 2027. Batch 2 by 31 May 2027. If we cannot ship by your stated date, we will notify you, offer you the option to cancel, and refund all amounts paid within seven (7) business days of your cancellation — you do not need to ask.
6.4 Subscription term and auto-renewal. Subscriptions are annual, beginning on activation, and renew automatically for successive one-year terms unless you cancel. We will email you a renewal reminder with the amount and date between forty-five (45) and fifteen (15) days before each renewal.
6.5 Cancellation. Cancel at any time from your account dashboard, or by email to [support@nationalcoldvault.com]. No phone call, no retention conversation, no form. Cancellation stops the next renewal. Fees for the current paid term are not refunded except under §6.3.
6.6 Taxes. Fees exclude taxes. You are responsible for all sales, use, and similar taxes. NCV may collect and remit where required.
6.7 Non-payment. We may suspend the Service ten (10) days after written notice of non-payment, and terminate after thirty (30). We will preserve your Telemetry Data for the full period in §7.3 regardless of payment status.
7.1 You own your Telemetry Data. You grant NCV a limited license to host, process, and transmit it to operate the Service and generate your reports.
7.2 NCV may use de-identified, aggregated data that cannot identify you or your facility to improve the Service. NCV does not sell your data.
7.3 Retention. NCV retains your Telemetry Data for the longer of your subscription term plus thirty-six (36) months, or any period we agree in writing. This is intended to cover common record-retention obligations. You remain responsible for your own recordkeeping and should export and store your own copies.
7.4 Export. You may export your complete data as CSV and PDF at any time, including for ninety (90) days after termination.
7.5 HIPAA. NCV monitors equipment environments. NCV does not create, receive, maintain, or transmit Protected Health Information and is not a business associate. Do not submit PHI to the Service.
7.6 Security. NCV encrypts data in transit and at rest and enforces tenant isolation at the database level. NCV does not hold a SOC 2 report. Our infrastructure providers maintain their own certifications. We will notify you without unreasonable delay of any confirmed breach affecting your data.
7.7 Subprocessors. NCV uses third-party providers for hosting, database, messaging, and payments. A current list is available on request.
8.1 The Service depends on cellular carriers, roaming partners, SMS/voice gateways, cloud hosting, and electrical power — none of which NCV controls.
8.2 SMS and voice delivery in the United States is subject to carrier filtering, blocking, network congestion, and outages. NCV does not guarantee delivery of any alert.
8.3 Cellular coverage varies by location, building construction, and carrier. NCV does not warrant coverage at your facility.
9.1 NCV warrants that each Node will be free from defects in materials and workmanship for twelve (12) months from delivery. Your sole and exclusive remedy is repair or replacement at NCV’s option.
9.2 Temperature accuracy is warranted only to the tolerance stated on the current calibration certificate for that probe serial.
9.3 The warranty excludes damage from misuse, immersion, freezing outside rated range, unauthorized modification or repair, use of non-NCV probes, and failure to install replacement probes per §4.5.
9.4 Except as expressly stated in this Section 9, the Service and all hardware are provided “as is” and “as available.” NCV disclaims all other warranties, express, implied, and statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. NCV does not warrant uninterrupted or error-free operation, or delivery of any alert.
9.5 The Service is sold for commercial and professional use. It is not a consumer product.
You acknowledge that NCV was formed in 2026, that the Service has limited field deployment history, that you are an early adopter, and that you have independently assessed its suitability for your facility. You acknowledge you are not relying on any NCV statement not contained in these Terms.
To the maximum extent permitted by law, NCV will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, business interruption, regulatory penalties, loss of goodwill, or the loss, spoilage, destruction, or expiration of any product including vaccines, medications, biologics, compounded preparations, allergen extracts, or laboratory samples — regardless of the theory of liability and even if advised of the possibility.
This Section 11 is independent of Section 12. If Section 12 is unenforceable in whole or part, this Section 11 remains in full force.
12.1 NCV’s total aggregate liability for all claims is limited to the greater of (a) the fees you actually paid NCV in the twelve (12) months before the event, or (b) five hundred dollars ($500).
12.2 These limits apply even if a remedy fails of its essential purpose.
12.3 §§11–12 do not limit liability for fraud, willful misconduct, or any liability that cannot be limited by law.
12.4 This Section 12 is independent of Section 11.
You will defend and indemnify NCV against third-party claims arising from your use of the Service, your breach of §4, your submission of PHI in violation of §7.5, or your reliance on the Service in place of required manual procedures. NCV will defend and indemnify you against third-party claims that the Service infringes a US patent or copyright, subject to §§11–12.
Any claim must be brought within one (1) year after the claim arises, or it is permanently barred.
15.1 Either party may terminate for material breach uncured thirty (30) days after written notice.
15.2 On termination: your access ends, §7.4 export rights apply, §5.2 return obligations apply, and §§7.3, 11, 12, 13, 14 survive.
NCV is not liable for delay or failure caused by events beyond reasonable control, including natural disaster, epidemic, war, labor action, carrier or cloud outage, power failure, semiconductor or component shortage, changes in tariffs, duties, or import regulations, customs delay, or government action.
17.1 Governing law: the laws of the State of Ohio, without regard to conflict-of-laws rules.
17.2 Venue: the state and federal courts located in [Carroll] County, Ohio. Both parties consent to personal jurisdiction there.
17.3 Jury waiver: both parties waive any right to trial by jury.
17.4 Class waiver: claims must be brought individually. Neither party may bring a class, collective, or representative action.
17.5 Either party may bring a qualifying claim in small claims court.
17.6 Entire agreement. These Terms and your Order are the complete agreement and supersede all prior or contemporaneous communications, including advertising, website content, and sales statements. No NCV employee or agent may modify these Terms except in a signed writing.
17.7 No reliance. You have not relied on any representation not expressly stated in these Terms.
17.8 Assignment. NCV may assign these Terms in connection with a merger or sale of assets. You may not assign without NCV’s written consent.
17.9 Severability. If any provision is unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted.
17.10 No publicity. Neither party will use the other’s name or marks publicly without prior written consent.
17.11 Notices. To NCV: [support@nationalcoldvault.com]. To you: the email on your account.
17.12 Feedback. NCV may use feedback you provide without obligation.