Effective October 27, 2026. This version replaces the version effective August 24, 2026. Prior versions are available on request.
1.1 “NCV,” “we,” and “us” mean National Cold Vault LLC, an Ohio limited liability company, 576 12th St NW, Carrollton, OH 44615.
1.2 “Customer” and “you” mean the business, practice, facility, or licensed professional accepting these Terms. The Service is offered solely to businesses and licensed professionals for commercial use in the United States. It is not offered to consumers for personal, family, or household purposes.
2.1 “Unit” means an NCV temperature monitoring device, together with its probe, thermal buffer, and power adapter, provided under these Terms.
2.2 “Service” means the Units, the NCV software platform and dashboard, alerting by voice call and text message, reporting, cellular connectivity, and the annual calibrated probe replacement program.
2.3 “Telemetry Data” means temperature, humidity, battery, power-state, signal, device-status readings, and related device and network metadata transmitted by a Unit.
2.4 “Order” means a reservation, Order Form, quote acceptance, purchase order, or subscription accepted by NCV. An Order states the number of Units, the price tier, the term, and the ship or activation date.
2.5 “Evaluation Unit” means a Unit placed at no charge under Section 9.
2.6 “Term” means the subscription period stated in your Order: one year, or three years for multi-year tiers.
3.1 These Terms become binding on the earliest of: your signature or electronic acceptance of an Order Form or quote; your issuance of a purchase order referencing NCV; your registration of an account; or your activation of a Unit. NCV records the date, time, and method of acceptance.
3.2 Order of precedence: a written agreement signed by both parties controls over an Order; an Order controls over these Terms; these Terms control over any purchase order terms, vendor portal terms, or other document you issue, which are rejected unless NCV accepts them in a signed writing.
3.3 We may amend these Terms. Amendments take effect at your next renewal, after at least thirty (30) days’ written notice. Amendments never apply retroactively to a Term you have already paid for.
3.4 Price protection. For one-year tiers, 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. For three-year tiers, your rate is fixed for the full Term.
4.1 Units sample and transmit Telemetry Data at scheduled intervals, typically every five (5) minutes for refrigerator and standard freezer Units and every ten (10) minutes for ultra-low temperature Units. The Service is not continuous, not instantaneous, and not “real-time.” An excursion cannot be detected sooner than the next scheduled reading, and alert delivery adds further time. Published alert timing describes measured performance under test conditions, not a guarantee.
4.2 Alerts are rate-limited to prevent runaway alerting. NCV applies a cooldown between repeated alerts of the same type for the same Unit and caps the number of voice call attempts per Unit in any 24-hour period. Current limits are described in the Unit instructions and may be adjusted with notice.
4.3 The Service is a supplemental monitoring aid. It does not replace, and you remain fully responsible for, the manual temperature readings, record retention, and excursion response procedures required by your state Board of Pharmacy, accreditation bodies, the CDC Vaccine Storage and Handling Toolkit, any state immunization program, or any other authority governing you.
4.4 The Service is not insurance. It does not indemnify, insure, or guarantee against loss, spoilage, or expiration of any product. You should carry your own insurance covering refrigerated and frozen inventory.
4.5 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.
4.6 The Unit is not a medical device and is not offered for the diagnosis, treatment, cure, or prevention of disease. NCV makes no representation that the Service satisfies any program’s device requirements for publicly supplied vaccine.
4.7 Temperature accuracy is as stated on the calibration certificate accompanying each Unit or replacement probe, within the stated tolerance and uncertainty.
You agree to:
5.1 Maintain at least one working mobile telephone number able to receive voice calls and text messages; keep all alert contacts current; save the NCV alert number as a contact; and configure each alert phone so that calls from that number ring through Do Not Disturb, Silent, or Focus modes. NCV has no liability for an alert sent to a number you did not keep current or a phone configured to silence it.
5.2 Test the Service at least monthly using the self-test procedure in the Unit instructions and keep a record of each test. If no successful self-test was performed in the thirty (30) days before an incident, you acknowledge that you were not relying on the Service during that period.
5.3 Continue all manual logging and record retention required of you.
5.4 Install the Unit as instructed: probe in its thermal buffer, centrally placed away from walls, vents, and the door; radio outside the cabinet; adapter in a continuously powered outlet. Observe the first forty-eight (48) hours before relying on alerts, and confirm your storage unit holds its range.
5.5 Install each annual replacement probe within thirty (30) days of receipt and return the prior probe in the mailer provided. Calibration currency lapses if you do not.
5.6 Respond promptly to device-offline, power-loss, and probe-fault notifications.
5.7 Maintain backup monitoring appropriate to the value of your stored inventory.
5.8 Not submit Protected Health Information or any patient identifier to the Service, including in device names, notes, or support messages.
5.9 Not resell, sublicense, lease, reverse engineer, modify, open, or tamper with any Unit; not transmit false data; and not use the Service in violation of law.
6.1 Hardware is provided as part of your subscription at no separate charge. NCV retains title to all Units, probes, buffers, and adapters. You receive a non-exclusive right to use them during your paid Term.
6.2 During your paid Term, NCV will repair or replace, at no charge, any Unit, probe, buffer, or adapter that fails through no fault of yours. NCV may ship a replacement in advance and require return of the failed item within thirty (30) days.
6.3 While a Unit is in your possession, you are responsible for its ordinary care. Loss, theft, or damage beyond normal wear is billed at the replacement fee in Section 6.4.
6.4 Within thirty (30) days after the end of your Term or any termination, return each Unit in the prepaid mailer we provide. Units not returned within that time are billed at $149 each.
6.5 NCV may update Unit firmware and the software platform from time to time to maintain or improve the Service.
7.1 Prices. Fees are stated in your Order or, if your Order does not state them, in the price list published at nationalcoldvault.com/pricing on the date of your Order. Prices are per Unit per year. Multi-year tiers require a three-year Term billed annually. Ultra-low temperature probes carry the published surcharge.
7.2 Reservation deposit. A deposit of $99 per Unit reserves production capacity. The deposit is refundable on request at any time before your Unit ships. When your Unit is activated, the deposit is credited to your first invoice.
7.3 Year-one balance. The remaining year-one fee for each Unit is due on activation or thirty (30) days after delivery, whichever occurs first.
7.4 Ship dates and automatic refund. If NCV cannot ship your Unit by the date stated in your Order, NCV will notify you and refund every amount you have paid for that Unit within seven (7) business days, without a request from you, unless you tell us in writing that you wish to keep your reservation.
7.5 Thirty-day return. Within thirty (30) days after installation of a Unit, you may cancel that Unit for any reason by email. Return the Unit in the mailer we provide and NCV will refund all fees paid for it.
7.6 Payment methods. NCV accepts credit and debit cards and ACH transfers through its payment processor, checks payable to National Cold Vault LLC, and, for organizations, purchase orders on net-thirty (30) terms. Card and bank details are entered with and held by the payment processor; NCV does not store full card or bank account numbers. By providing a payment method you authorize NCV to charge the amounts stated in your Order and invoices when due.
7.7 Invoices and late payment. Invoices are due on receipt unless the Order states net-thirty terms. Amounts more than fifteen (15) days past due accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs.
7.8 Taxes. Fees exclude sales, use, and similar taxes. You are responsible for them unless you provide a valid exemption certificate. NCV collects and remits where required.
7.9 Non-payment. NCV may suspend the Service ten (10) days after written notice of non-payment and terminate thirty (30) days after notice. Suspension stops alerts. NCV preserves your Telemetry Data for the period in Section 10.3 regardless of payment status.
8.1 One-year tiers. The Term begins on activation and renews automatically for successive one-year terms unless cancelled. NCV emails a renewal reminder stating the amount and date between forty-five (45) and fifteen (15) days before each renewal.
8.2 Three-year tiers. The Term is thirty-six (36) months from activation, billed annually in advance. At the end of the Term the subscription continues year to year at the then-current rate for your Unit count unless cancelled, with the same reminder.
8.3 Cancelling. Cancel at any time from your dashboard or by email to support@nationalcoldvault.com. No phone call, retention conversation, or form is required. Cancellation takes effect at the end of the current paid period, except under Sections 7.4, 7.5, and 18.1. Fees for a period already paid are not refunded except as those Sections provide.
8.4 Early termination of a three-year tier for convenience. If you cancel a three-year tier before the end of its Term other than for NCV’s uncured breach, you will pay, for each annual period that has begun, the difference between the one-year rate published on your Order date and the multi-year rate you paid, and return the Units under Section 6.4. No other early-termination charge applies.
9.1 NCV may place Evaluation Units at no charge for an evaluation period of sixty (60) days unless extended in writing. NCV retains title. Either party may end an evaluation at any time on written notice; you will make the Units available for pickup or return them in the mailer we provide within ten (10) days.
9.2 Evaluation Units may be pre-production hardware and may differ from production Units in firmware, security configuration, and features, as described in the Evaluation Addendum provided with the Unit. Sections 4, 5, 10 through 17, and 19 through 21 apply to Evaluation Units. Section 6.2 applies; no fee is charged.
9.3 NCV may use Telemetry Data from Evaluation Units in de-identified, aggregated form. NCV will not publish your name, photographs of your facility, or quotations attributed to you without your written permission.
10.1 You own your Telemetry Data. You grant NCV a limited license to host, process, transmit, and display it to operate the Service and generate your reports.
10.2 NCV may use de-identified, aggregated data that cannot identify you or your facility to operate, secure, and improve the Service and to publish aggregate statistics. NCV does not sell your data and does not use it to train third-party artificial-intelligence models.
10.3 Retention. NCV retains your Telemetry Data for your Term plus thirty-six (36) months, or any longer period agreed in writing. This is intended to cover common record-retention obligations. You remain responsible for your own recordkeeping and should export and keep your own copies.
10.4 Export. You may export your complete data as CSV and PDF at any time, including for ninety (90) days after termination.
10.5 HIPAA. NCV monitors equipment environments. NCV does not create, receive, maintain, or transmit Protected Health Information and is not a business associate. Inadvertent receipt of PHI in violation of Section 5.8 does not make NCV a business associate; NCV will delete such information on discovery.
10.6 Security. NCV encrypts data in transit and at rest, enforces tenant isolation at the database level, and maintains an append-only alert record. NCV does not hold a SOC 2, ISO 27001, or HITRUST certification. Our infrastructure providers maintain their own certifications. NCV will notify you without unreasonable delay of any confirmed breach affecting your data.
10.7 Subprocessors. NCV uses third-party providers for hosting, database, cellular connectivity, messaging, and payments, listed in the Privacy Policy.
11.1 The Service depends on cellular carriers and roaming partners, voice and text gateways, cloud hosting, and electrical power, none of which NCV controls.
11.2 Voice and text delivery in the United States is subject to carrier filtering, blocking, congestion, and outages. NCV does not guarantee delivery of any alert.
11.3 Cellular coverage varies by location, building construction, and carrier. NCV does not warrant coverage at your facility. Where NCV tests signal at your facility before installation, the test reflects conditions at that time only.
12.1 NCV warrants that each Unit will be free from defects in materials and workmanship for the duration of your paid Term. Your sole and exclusive remedy is repair or replacement under Section 6.2.
12.2 Temperature accuracy is warranted only to the tolerance and uncertainty stated on the current calibration certificate for that Unit or probe.
12.3 The warranty excludes damage from misuse, immersion, operation outside rated temperature range, unauthorized modification or repair, use of non-NCV probes or adapters, failure to install replacement probes under Section 5.5, and events described in Section 19.
12.4 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, 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, ANY SPECIFIC ALERT TIMING, OR DELIVERY OF ANY ALERT.
You acknowledge that NCV was formed in 2026, that the Service has limited field deployment history, that published test results describe measured performance under the stated test conditions, and that you have independently assessed the Service’s suitability for your facility.
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, COST OF REVACCINATION OR PATIENT NOTIFICATION, OR THE LOSS, SPOILAGE, DESTRUCTION, OR EXPIRATION OF ANY PRODUCT, INCLUDING VACCINES, MEDICATIONS, BIOLOGICS, COMPOUNDED PREPARATIONS, ALLERGEN EXTRACTS, BLOOD PRODUCTS, TISSUE, OR LABORATORY SAMPLES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.
This Section 14 is independent of Section 15 and remains in force if Section 15 is unenforceable in whole or in part.
15.1 NCV’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR ANY ORDER IS LIMITED TO THE GREATER OF (A) THE FEES YOU ACTUALLY PAID NCV IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).
15.2 These limits apply even if a remedy fails of its essential purpose.
15.3 Sections 14 and 15 do not limit liability for fraud, willful misconduct, or any liability that cannot be limited by law.
15.4 This Section 15 is independent of Section 14 and remains in force if Section 14 is unenforceable in whole or in part.
16.1 You will defend and indemnify NCV against third-party claims arising from your use of the Service, your breach of Section 5, your submission of PHI, or your reliance on the Service in place of required manual procedures.
16.2 NCV will defend you against a third-party claim that the Service, as provided by NCV and used as permitted, infringes a United States patent or copyright, and will pay resulting damages finally awarded or agreed in settlement, subject to Sections 14 and 15. NCV may, at its option, modify or replace the Service to avoid infringement or terminate the affected Order and refund prepaid fees for the remaining Term. This obligation does not apply to claims arising from your modifications, combinations with products not supplied by NCV, use after notice to stop, or specifications you provided. This Section states NCV’s entire liability for infringement claims.
16.3 The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.
Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after it arises, or it is permanently barred.
18.1 Either party may terminate for material breach uncured thirty (30) days after written notice. If you terminate for NCV’s uncured breach, NCV will refund prepaid fees for the unused portion of your Term.
18.2 On termination: your access ends; Section 10.4 export rights apply; Section 6.4 return obligations apply; and Sections 7.7, 10.3, 12.4, 14, 15, 16, 17, 20, and 21 survive.
NCV is not liable for delay or failure caused by events beyond its 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. Section 7.4 continues to apply to ship dates.
If you are a federal, state, or local government entity, Sections 16.1, 21.3, and 21.4 and the venue clause in 21.2 apply only to the extent permitted by the law governing you, and nothing in these Terms requires you to indemnify NCV where your governing law prohibits it. Federal customers acquire the software platform as commercial computer software with only the rights stated in these Terms.
21.1 Governing law: the laws of the State of Ohio, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Venue: the state and federal courts located in Carroll County, Ohio. Both parties consent to personal jurisdiction there.
21.3 JURY WAIVER: BOTH PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY.
21.4 CLASS WAIVER: CLAIMS MUST BE BROUGHT INDIVIDUALLY. NEITHER PARTY MAY BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
21.5 Either party may bring a qualifying claim in small claims court.
21.6 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.
21.7 No reliance. You have not relied on any representation not expressly stated in these Terms or your Order.
21.8 Electronic communications. You consent to receive notices, invoices, renewal reminders, and other communications electronically at the email address on your account, and agree that electronic signatures and acceptances are binding.
21.9 Assignment. NCV may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign without NCV’s written consent, which will not be unreasonably withheld for a successor to your practice or facility.
21.10 Severability. If any provision is unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted.
21.11 Publicity. Neither party will use the other’s name or marks publicly without prior written consent.
21.12 Notices. To NCV: support@nationalcoldvault.com, or by mail to the address in Section 1.1. To you: the email address on your account.
21.13 Feedback. NCV may use feedback you provide without obligation.
21.14 Use outside the United States is not supported, and you may not export or operate Units outside the United States.