These Terms of Service (the "Terms") govern the commercial relationship between Nuaj Company Inc. ("Nuaj", "we", "us") and the individual or entity that subscribes to, purchases, or uses NuajProtect (the "Customer", "you").
They work alongside two other documents:
- the End User License Agreement, which governs the licence to the software, warranties, and liability;
- the Privacy Policy, which governs personal information.
The order of precedence among these documents is set out in the Related Documents and Order of Precedence section of the End User License Agreement, and applies here in the same way: a signed agreement governs over all three; the Privacy Policy governs on personal information; these Terms govern on commercial questions — fees, term, renewal, cancellation, support, and the Appliance; the End User License Agreement governs on everything else, including the licence, warranties, and liability.
Capitalized terms used but not defined here have the meaning given in the End User License Agreement.
Contact
Nuaj Company Inc.
8250 Lawson Rd., Suite 201
Milton, Ontario L9T 5C6
Canada
Billing and account enquiries: support@nuaj.com
Legal notices: legal@nuaj.com
Eligibility
NuajProtect is offered for business and organizational use only, and is not marketed to or intended for personal, family, or household purposes. By subscribing or purchasing you represent that you are doing so for business or organizational purposes.
Nuaj cannot verify how a unit is deployed. Nothing in this section displaces a mandatory right that applicable consumer protection law confers on a person who is in fact a consumer — see Consumer Rights below.
Accounts
You must provide accurate account information and keep it current. You are responsible for the activity of every user under your account, for the confidentiality of credentials, and for promptly notifying us of any suspected unauthorized access.
An administrator on your account may create, disable, and remove users. If your account was created for you by an organization, that organization controls it.
You must be able to form a binding contract, and if you accept on behalf of an entity you must have the authority to bind it.
Subscriptions and Plans
NuajProtect is offered on subscription. The plan you select determines the features, limits, and number of protected endpoints available to you, and is described at the point of purchase.
Included subscriptions. Some hardware ships with a subscription period included in the purchase price. That period activates when the unit is claimed by an account, applies to the account that claims it, and continues on the terms in force at activation. When it ends, continued service requires a paid subscription.
Term and renewal. Subscriptions run for the period selected and renew automatically for successive periods of the same length unless cancelled before the end of the then-current period. We will tell you the renewal date and price in advance where required by applicable law.
Changes to plans. You may upgrade at any time; the change takes effect immediately and is charged pro rata. Downgrades take effect at the next renewal.
Fees, Billing, and Taxes
Fees are payable in advance in the currency shown at purchase. Payment is taken by our payment processor; Nuaj does not store card details.
Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and withholding taxes, other than taxes on our income.
Price changes apply from the next renewal and will be notified at least thirty (30) days in advance. If you do not accept a price change, you may cancel before it takes effect.
Non-payment. If a payment fails we will attempt to collect and notify you. We may suspend the service if an invoice remains unpaid thirty (30) days after it falls due. Suspension for non-payment does not relieve you of accrued fees.
Cancellation and Refunds
You may cancel at any time from your account settings or by contacting support. Cancellation stops the next renewal; the service continues until the end of the period you have already paid for.
Fees already paid are non-refundable except where required by applicable law, or where we terminate the service for our convenience — in which case we refund the unused portion of the period on a pro rata basis.
Hardware
Where you purchase a NuajBridge appliance:
- Risk of loss or damage passes on delivery to you or your carrier. Title passes when the unit has been paid for in full. Prices exclude shipping, duties, and taxes unless stated.
- Each unit carries a limited hardware warranty of twelve (12) months from delivery against defects in materials and workmanship. This is an express warranty given by Nuaj; the "AS IS" disclaimer in the End User License Agreement applies to the Software and Hosted Service and does not reduce it. It runs to the original purchaser only and is not transferable. Your sole and exclusive remedy under this warranty is repair, replacement, or refund of the purchase price, at Nuaj's option, and Nuaj's total liability under it does not exceed the price paid for the unit.
- Opening the enclosure, removing or defacing the serial or warranty label, or tampering with, modifying, or attempting to repair the unit voids this warranty in full. The unit contains no user-serviceable parts. Service must be performed by Nuaj or a party Nuaj authorizes in writing.
- The warranty also does not cover: damage from misuse, abuse, accident, liquid, fire, or electrical surge; operation outside the published environmental or power specifications; damage in transit on a return shipped without authorization or adequate packaging; cosmetic wear; consumables; damage caused by third-party hardware, firmware, or software the customer installs; or a unit whose firmware has been replaced with anything other than Nuaj-signed software.
- Returns require an authorization from us before shipment. Unopened units in original packaging and resaleable condition may be returned within fourteen (14) days of delivery for a refund of the purchase price, less shipping and any restocking fee stated at the time of authorization. Opened units are not returnable except under the warranty above.
- The software on the appliance is licensed, not sold, under the End User License Agreement. Reselling or transferring a unit does not transfer the subscription; the receiving party must claim it under their own account.
- Nuaj may stop selling any model at any time, and may change or withdraw a planned model before it ships. Product information, roadmaps, and model line-ups are descriptions of intent, not offers or commitments, and nothing in them is a promise to build, ship, or continue any particular product. What we do commit to for a unit you have already bought is set out immediately below.
- If a model you own is discontinued: the twelve-month hardware warranty above continues to run for its full term; the NuajProtect subscription included with the unit continues for the term it was sold with; and we continue to publish software updates and threat intelligence for that model for at least thirty-six (36) months from the date we announce that the model is no longer sold. Delivery of updates and threat intelligence to a unit requires an active NuajProtect subscription, as it does for any unit; this commitment is that we keep producing them for a discontinued model, not that they are provided without one. We will give notice of end-of-sale through the service or by email to the address on the account. Discontinuing a model is not a defect and does not, by itself, entitle you to a refund or a replacement.
Acceptable Use
NuajProtect must not be used for any unlawful purpose. You must not use it to:
- break any applicable law or regulation, or infringe the rights of any person;
- gain unauthorized access to, scan, probe, disrupt, degrade, or attack any system, network, or device you do not own or have documented written authorization to test;
- intercept, monitor, filter, or record traffic on a network where you lack the legal authority to do so, or in breach of any workplace-monitoring, lawful-interception, wiretap, or privacy obligation;
- interfere with the integrity or performance of the service, or circumvent its limits, licensing, update mechanism, signature verification, or security;
- reverse engineer, decompile, or disassemble any part of NuajProtect, or assist anyone else in doing so — see Restrictions in the End User License Agreement;
- resell, sublicense, or provide the service to third parties except as expressly permitted in writing;
- submit false, misleading, or deliberately poisoned threat data to the community exchange.
You are responsible for having the legal authority to monitor and filter the traffic on every network where you deploy NuajProtect, and for determining that your deployment is lawful in your jurisdiction.
Breach of this section is a material breach. Nuaj may suspend or terminate access immediately, without notice and without refund, where use is unlawful or presents a risk to others, and may report unlawful activity to the appropriate authorities.
Service Availability
We aim to keep the hosted service available continuously, and we perform maintenance with as little disruption as we can. We may perform emergency maintenance without notice where security or stability requires it.
Except where a separate written service level agreement applies, the hosted service is provided without an availability commitment, on the terms of the End User License Agreement.
Protected endpoints are designed to keep forwarding traffic if they lose contact with the hosted service. Loss of the control channel does not by itself interrupt the protection already deployed.
Suspension and Termination
We may suspend or terminate your access, in whole or in part, if you materially breach these Terms or the End User License Agreement, if your use threatens the security or integrity of the service or of others, if required by law, or for non-payment as described above.
Except where the breach is severe or the law requires immediate action, we will give notice and a reasonable opportunity to cure.
You may terminate at any time by cancelling and ceasing use.
Your Data After Termination
For thirty (30) days after termination, the configuration and reporting data held in your account remains available for you to export from the dashboard. After that period it may be deleted, subject to the retention described in the Privacy Policy. It is your responsibility to export within that window; Nuaj is not obliged to reconstruct or recover data after it has been deleted.
Self-hosted deployments retain their own data; termination affects licensing and support, not the data on your systems.
Support
Support is provided by email at support@nuaj.com, at the level described for your plan. We aim to respond promptly during business hours.
Response times are targets, not commitments. Nuaj gives no service level guarantee for support or for service availability unless a separate service level agreement is signed by both parties.
Changes to the Service and to These Terms
We may modify, improve, or discontinue features. Where we discontinue a feature that is material to your paid plan, we will give reasonable notice, and you may cancel. Your sole and exclusive remedy in that case is a pro rata refund of the fees you have prepaid for the remainder of the then-current period.
We may update these Terms. We revise the version identifier shown at the top of this page, and where a change is material we notify account holders through the service or by email before it takes effect. Continued use after the change takes effect constitutes acceptance.
Consumer Rights
Nothing in these Terms excludes, restricts, or modifies any right, warranty, guarantee, or remedy that applicable consumer protection law confers on you and that cannot be excluded, restricted, or modified by agreement — including under Ontario's Consumer Protection Act, 2002 and Quebec's Consumer Protection Act. Where those laws give you a longer warranty, a broader cancellation right, or a refund entitlement beyond what is stated above, that law governs.
Governing Law and Disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The dispute resolution provisions of the End User License Agreement apply to these Terms.
Language
These Terms were drafted in the English language, and the English version is the sole authoritative version. Any translation is provided for convenience only. Les parties ont expressément demandé et convenu que le présent document soit rédigé en langue anglaise.