This is the licence for Nexaplane. It is one of two agreements you accept: this one, which covers everything specific to Nexaplane, and the Nuaj Master Terms, which carry everything that is the same for every Nuaj product — the commercial terms, the liability limit, the obligations that attach to providing a service to third parties, and the general legal provisions.
Words defined in the Master Terms have the same meaning here, except where this Agreement gives them a different meaning for Nexaplane. Where it does, it says so.
By installing, accessing, or using Nexaplane, you agree to this Agreement and to the Master Terms.
Nexaplane is a channel product. You license it from Nuaj and use it to deliver a service to your own customers, who never contract with Nuaj. That three-party shape is what this Agreement is mostly about: what you may grant them, what you must impose on them, what Nuaj does not promise them, and what Nuaj is not in relation to their data.
1. Parties and the Product
Nexaplane is licensed by:
Nuaj Company Inc.
8250 Lawson Rd., Suite 201
Milton, Ontario L9T 5C6
Canada
General and legal enquiries: legal@nuaj.com
Support: support@nuaj.com
Security reports: security@nuaj.com
This is Nuaj's place of business and its address for notices, as stated in the Master Terms.
"Nexaplane", the Product under this Agreement, consists of the Software — the Nexaplane control software, the tenant portal, the virtual networking and routing components, the billing and metering components, and any related software Nuaj supplies in object-code form, together with updates Nuaj makes available. Nexaplane runs on your infrastructure. There is no Hosted Service under this Agreement, and no Appliance: Nuaj supplies no hardware for Nexaplane, and the hardware, warranty, title, and returns provisions of any other Nuaj agreement do not apply to it.
"Appliance" means something else here. In Nexaplane's own vocabulary and interface, an appliance is a software construct — a virtual router, firewall, or load balancer that Nexaplane instantiates for a Tenant. It is never hardware. Where any Nuaj document uses "Appliance" to mean a hardware unit, that usage does not apply to Nexaplane, and nothing in this Agreement or in the Master Terms confers a hardware warranty on a virtual appliance.
"Tenant" means one of your customers to whom you make Nexaplane's functions available, whether through the tenant portal or otherwise. A Tenant is an End Customer for the purposes of Providing Services to Third Parties in the Master Terms.
"Tenant Data" means everything a Tenant creates, configures, stores, or transmits through your deployment: their networks, routes, keys, virtual machines, traffic, billing records, and personal data. Tenant Data is not sent to Nuaj, and Nuaj neither holds nor can retrieve it.
2. Licence Grant
Subject to your compliance with this Agreement and the Master Terms and to payment of the applicable fees, Nuaj grants you a non-exclusive, non-transferable, non-assignable, revocable licence, for the term of your subscription, to:
- install and run the Software on infrastructure you own or control, within the limits recorded on your order; and
- use it to deliver a commercial service to Tenants, and to sublicense to each Tenant the right to access and use the tenant portal and the functions you make available to them, solely as part of that service.
This is a service-provider licence, and the sublicence right is the point of it. Unlike every other Nuaj product, Nexaplane cannot function as intended without it: your Tenants use the portal directly, under your brand and your contract, and a licence that did not reach them would not describe what the product does. The sublicence you grant is limited to use of your service, may not be broader than the licence you hold, ends when your licence ends or when that Tenant's service with you ends, and confers no right to the Software itself — no copy, no installation, and no independent right of use.
The licence to the Software is still not transferable. You may not assign, resell, or otherwise transfer your licence, and selling access to your service is not selling the licence.
Metering. Nexaplane is metered on the unit recorded on your order — for example, per hypervisor host, per socket, or per Tenant. That unit, the quantity licensed, and the price are commercial terms and belong on the order rather than in this Agreement, which is why they are not fixed here.
The meter is self-declared. Nexaplane reports no usage figure to Nuaj: the licence-validation request in section 7 carries no count of hosts, Tenants, or anything else. You will therefore keep accurate records of your licensed quantity, will report it truthfully on renewal and on request, and will tell Nuaj within thirty (30) days where your actual usage exceeds the quantity licensed, so that it can be trued up at the rates then in force. Information and Audit Rights in the Master Terms applies to those records.
3. Restrictions
Except to the extent a restriction is prohibited by applicable law, or expressly permitted by the licence of a third-party or open-source component, you may not:
- reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, structure, or internal design of the Software, or assist anyone else in doing so;
- copy the Software other than as required to install and back it up;
- modify, adapt, or create derivative works of it, other than through the configuration, templates, and extension points the Software itself provides;
- distribute, publish, rent, lease, lend, resell, or transfer the Software as software, or grant any sublicence wider than the one described in section 2;
- remove, obscure, or alter any proprietary, copyright, licence, or product notice, Nuaj's identification of the Product, or any third-party attribution notice — noting that section 4 separately permits you to present the service to Tenants under your own brand;
- circumvent, disable, or interfere with its licensing, metering, update mechanism, signature verification, or security measures, or operate it in a way designed to prevent the validation described in section 7;
- use Nexaplane to develop, train, or improve a competing product or service, or provide access to a competitor for that purpose.
How Nexaplane may be used is governed by the Acceptable Use Policy, which applies to this Product as it does to every Nuaj product, and which you must impose on your Tenants under section 4.
A breach of this section or of the Acceptable Use Policy is a material breach. Nuaj may act on it under Suspension and Termination in the Master Terms, and it terminates the licence granted above.
These restrictions survive the licence. The prohibitions on reverse engineering, on copying, and on transferring the Software continue to apply to any copy that remains in your possession after the licence ends.
4. Your Representations, Your Tenants, and Your Billing
Providing Services to Third Parties in the Master Terms governs the chain in full. This section states what it means for Nexaplane specifically, and adds what is particular to a product that bills your customers.
Flow-down. Before giving a Tenant access, you will have terms in place with them that: impose obligations at least as protective as this Agreement and the Acceptable Use Policy; prohibit reverse engineering and any use outside your service; disclaim warranties from Nuaj; and exclude Nuaj's liability to that Tenant to the extent the law permits. You are responsible to Nuaj for your Tenants' acts and omissions as if they were your own.
No onward commitments. You will not represent, to a Tenant or to anyone else, that Nuaj gives them a service level, an availability commitment, a support commitment, a warranty, or any undertaking at all. Nuaj has no contract with your Tenants and owes them nothing. Any service level you offer is yours alone, given on your own account, and Nuaj is not answerable for it.
No third-party beneficiaries. A Tenant acquires no right to enforce this Agreement or the Master Terms against Nuaj.
Support flows through you. You are your Tenants' first and only line of support. Only you may raise a support request with Nuaj, and Nuaj will not deal directly with a Tenant unless you and Nuaj agree otherwise in writing.
Branding. You may present the service to Tenants under your own name and brand, and this Agreement does not require you to identify Nuaj to them. You may not, however, represent the Software as your own product to the extent of claiming ownership of it, and you may not use Nuaj's name or marks in a way that suggests an endorsement, partnership, or affiliation that has not been agreed in writing.
Billing your Tenants is yours. Nexaplane includes billing and metering functions that you operate. Where you use them:
- You are the merchant of record. Payments flow through your own payment provider accounts, not through Nuaj. Nuaj is not a party to any payment between you and a Tenant, receives none of it, and holds none of it.
- You are responsible for the accuracy of what you bill. The billing and metering functions are tools; the invoices are yours. Nuaj gives no warranty that a rate, a usage record, a proration, a currency conversion, or a tax calculation produced by the Software is correct or fit for your jurisdiction, and Nuaj is not liable for an amount you over- or under-charged. Verifying that your billing is correct, lawful, and correctly taxed is your obligation.
- Tax, consumer, and financial-services law are yours. Selling a service to your own customers may subject you to sales-tax, e-invoicing, consumer-protection, and payment-regulation obligations that Nuaj has no visibility of.
Data protection. In relation to Tenant Data, you are the controller or processor as your arrangement with that Tenant determines. Nuaj is neither a processor nor a sub-processor in that chain, because no Tenant Data reaches it. The Data Processing Agreement therefore has nothing to attach to for Tenant Data; it continues to apply to the account, billing, and support data Nuaj holds about you, and the licence-validation request in section 7 is processed by Nuaj as an independent controller of its own licensing records. The Privacy Policy describes both.
Authority. You represent that you have the authority to operate the networks on which you deploy Nexaplane, to instantiate networking on behalf of your Tenants, and to make whatever disclosures your arrangements with them and the law require.
5. Nature and Limits of the Platform
Nexaplane sits in the path of your Tenants' networking, and a fault in it is a fault in their service. Without limiting No Warranty in the Master Terms, you acknowledge that:
- A defect, an update, or a configuration change can interrupt Tenant connectivity, and can do so for many Tenants at once. Multi-tenancy concentrates blast radius: designing for that — change windows, staged rollout, redundancy, tested rollback, and a documented recovery procedure — is your responsibility, not something the Product performs for you.
- Configuration is yours and takes effect on live traffic. A routing, firewall, address, or peering change you make can black-hole traffic, leak routes, or expose a network. Reviewing the effect of a change before applying it to production is your obligation.
- Isolation between Tenants depends on correct configuration as well as correct software. Nuaj builds for isolation and will treat a failure of it as a security defect, but a deployment configured to share what should be separate is not made safe by the Product.
- Nexaplane will contain defects, including security defects. It is software, it is multi-tenant, and it is reachable by every Tenant you onboard. Nuaj undertakes to remediate and publish fixes; it does not represent that none exist. Suspected vulnerabilities may be reported to security@nuaj.com under the Vulnerability Disclosure Policy published at nuaj.com/security.
- Nexaplane depends on the platform beneath it. It orchestrates infrastructure Nuaj does not supply — hypervisors, storage, physical networking, and their own software. A fault, incompatibility, or breaking change in any of them can affect Nexaplane, and Nuaj does not warrant compatibility with any version of a third-party platform other than as stated in the documentation for the release you are running.
- Reports, dashboards, and usage records describe what was observed, and are not a guarantee of what occurred.
Nexaplane is a platform, not a compliance outcome. It does not by itself make you or your Tenants compliant with any law, regulation, or standard, and no statement in any marketing material, benchmark, demonstration, roadmap, or documentation is a warranty or a guarantee of an outcome.
Where you deliver a service with Nexaplane, this section describes what you are delivering, and you must not represent otherwise to your Tenants.
6. Support, Updates, and Product Lifetime
Support. Support is provided at the level recorded on your order, as set out in Support in the Master Terms. Only you may raise support requests; your Tenants go to you.
Updates. Nuaj makes updates available and verifies the signature on each one. Because Nexaplane runs on your infrastructure and serves your Tenants, you choose when to apply an update, and you accept that an update may change behaviour and may briefly interrupt service while it applies. A deployment that is not current is unsupported, and Nuaj may decline to provide support for, and gives no warranty in respect of, a release that is no longer maintained.
Support period. Nuaj produces and publishes security updates and corrective updates for Nexaplane for at least sixty (60) months from the date Nuaj announces that a version is no longer sold. This is the support period for the purposes of applicable product-security law. Delivery to a deployment requires an active subscription; this commitment is that Nuaj keeps producing the updates, not that they are supplied without one.
End of sale and end of life. Nuaj may stop selling any edition or plan at any time, and may change or withdraw a planned capability before it ships. Notice is given through the service or by email to the address on the account. Discontinuing an edition is not a defect and does not, by itself, entitle you to a refund.
7. Licence Validation and Continuity of Operation
Nexaplane contacts Nuaj to validate its licence, and nothing else. That request carries the installation identifier, the licence or organization identifier, the software version, the time of the request, and the source IP address it is sent from. It carries no Tenant Data, no configuration, no traffic data, no usage count, and no personal data belonging to your Tenants. The Privacy Policy describes this processing, which Nuaj performs as an independent controller of its own licensing records.
You agree not to block, spoof, or interfere with that validation, and not to operate the Software in a way designed to defeat it. Doing so is a breach of section 3.
Loss of contact with Nuaj must not take your Tenants down, and it does not. A deployment that cannot reach the validation service continues to operate on its existing licence state for a grace period stated in the documentation for your release, so that a network fault at Nuaj, or between you and Nuaj, is not an outage for your customers. Nuaj will not use the validation channel to disable a deployment for a commercial dispute; where a licence lapses or is terminated, the consequence is that you must stop using the Software under section 8, not that Nuaj switches your Tenants off.
8. Incorporation, Acceptance, and Precedence
This Agreement incorporates, and is to be read with:
- the Nuaj Master Terms;
- the Acceptable Use Policy;
- the Privacy Policy; and
- the Data Processing Agreement, which is incorporated into the Master Terms and applies to the account, billing, and support data Nuaj holds about you. It does not apply to Tenant Data, which never reaches Nuaj.
Each of them is published, is linked from the screen on which you accept this Agreement, and may be read before you accept. Together with this Agreement they are the Documents.
Where they conflict, the order of precedence in The Agreement and Order of Precedence of the Master Terms governs: mandatory law first, then a signed agreement or order form, then the Privacy Policy and the Data Processing Agreement on questions of personal data, then this Agreement, then the Acceptable Use Policy, then the Master Terms, then any other referenced policy. Where this Agreement and the Master Terms differ on the meaning of "Appliance" or on the availability of a sublicence, this Agreement governs for Nexaplane.
Acceptance. This Agreement is accepted and recorded as described in Acceptance, Authority, and Records in the Master Terms: the accepting user account, the date and time, the source IP address, the version, the language version displayed, and a cryptographic hash of the exact text accepted. When the version changes materially you are asked to accept the updated Agreement before continuing to use Nexaplane, and a new record is created. Your Tenants accept your terms, not this Agreement.
Term and termination. This Agreement applies from your first acceptance or use of Nexaplane and continues until terminated. You may terminate it at any time by ceasing all use and removing the Software from your systems. Nuaj may terminate or suspend the licence as set out in Suspension and Termination in the Master Terms. On termination the licence ends, every sublicence granted under section 2 ends with it, and you must cease using and remove the Software.
Wind-down. Because your Tenants did not contract with Nuaj and would otherwise lose service without notice, termination for anything other than an unlawful use, a security emergency, or an uncured non-payment takes effect no earlier than thirty (30) days after written notice, so that you can migrate or notify them. That period is for their protection, not a cure period for you, and it does not suspend the fees payable for it.
Survival. Parties and the Product, Restrictions, Your Representations, Your Tenants, and Your Billing, Nature and Limits of the Platform, and this section survive termination of this Agreement, together with the surviving provisions of the Master Terms.
Language. This Agreement was drafted in the English language, and the English version is the sole authoritative and legally binding version. Any translation is provided for convenience only and has no legal effect. A complete French-language version is published and available to you before you accept, from the language selector on this page. Where you accept after having been able to read the French version, the parties have expressly requested and agreed that this Agreement, together with all related documents and notices, be drafted in the English language, and that the English version govern. Les parties ont expressément demandé et convenu que la présente convention, ainsi que tous les documents et avis qui s'y rapportent, soient rédigés en langue anglaise. Nuaj records which language version was displayed to you at the time you accepted.
If you do not agree to these terms, do not install or use Nexaplane.