These Terms govern our Cloud Platform, add-on products, related Support, and Additional Services, as well as any future subscription renewal made by you that reference these Terms. These Terms include our Policies (including our Privacy Policy), the Product-Specific Terms, and your Orders.

These Terms govern your initial purchase of NXLog On-Premise Platform, Support and Maintenance for the Software, add-on products, and any Additional Services, as well as any future purchases made by you that reference these Terms. These Terms include our Policies (including our Privacy Policy), the Product-Specific Terms, and your Orders. The On-Premise Platform and its permitted use are further described in the Documentation. The term “On-Premise Platform” includes Documentation unless otherwise specified.

Some add-on products of our Cloud Platform may be subject to additional terms specific to that product as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.

You must register for an account at the NXLog Cloud Platform in order to get access, to use, to place Orders or to receive On-Premise Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including Orders made or functionality or add-on products enabled (which may incur fees). If you order Software through a Reseller (defined in Section 11), then you are solely responsible for (i) any access by Reseller to your account and (ii) any related rights or obligations in your applicable agreement with the Reseller.

Only Authorized Users may access and use NXLog Platform. NXlog Platform offers the possibilities to create Authorized Users or to invite user entities to become Authorized Users. You are responsible for creating Authorized Users or for inviting potential users to become Authorized Users and for managing Authorized Users on NXLog Platform. You are responsible for understanding the settings and controls for each NXLog Platform Product you use and for controlling whom you allow to become an End User. You are responsible for compliance with this Agreement by all Authorized Users (no matter if these users are part of your entity of are of a Third Party), including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or their actions taken within NXLog Platform). All use of NXLog Platform must be solely for the benefit of you or your entity and must be within the Scope of Use. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, NXLog Platform registration, or within our products. If you use single sign-on (SSO - or social authentication / authorization) for identity management of your Cloud Platform such that End Users will bypass these screens and our User Notice, you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so.

You must require that all End Users keep their user IDs and passwords for the NXLog Platform strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.

Within both, the Cloud Platform and the On-Premise Platform, you are be able to specify certain End Users as Administrators or grant End Users priviledges with same or similar elevated user rights, who will have important rights and controls over your use of the Cloud Platform, and/or the On-Premise Platform, potentially including End User Accounts. This may include making Orders for Platform Products or purchasing add-on Products or purchasing Product Extensions (which may incur fees); creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators or End Users with similar, elevated priviledges may also take over management of accounts previously registered using an email address belonging to your domain. Without limiting Section 2.2 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators or End Users with similar, elevated priviledges and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the NXLog Platform for you.

If you order NXLog Platform through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator or End Users with similar, elevated priviledges and for any related rights or obligations in your applicable agreement with the Reseller. Furthermore, you are responsible for determining whether any Third Party End User may serve as an Administrator or End Users with similar, elevated priviledges and for any related rights or obligations in your applicable agreement with the Third Party. As between you and NXLog, you are solely responsible for any access by Reseller or any other Third Party to your accounts or your other End User Accounts.

Where you are required to specify a domain for the operation of any NXLog Platform Product or certain features, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will have no obligation to provide you with the NXLog Platform or NXLog Platform features.

Subject to these Terms and during the applicable Subscription Term, you may access and use the Cloud Platform for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation. This includes the right, as part of your authorized use of the Cloud Platform Products, to download and use the client software associated with the Cloud Platform. The rights granted to you in this Section 4 are non-exclusive, non-sublicensable and non-transferable.

Subject to these Terms, NXLog grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the On-Premise Platform during the applicable Subscription Term for your own business purposes, in accordance with these Terms, your applicable Scope of Use, the Documentation and all Laws. This includes the right, as part of your authorized use of the On-Premise Platform Products, to download and use the client software, as well as the On-Premise Platform software associated with the On-Premise Platform.

During the Subscription Term, we will provide Support for the NXLog Platform in accordance with the Support Policy, Enterprise Support and Services Policy (to the extent applicable), and the applicable Order.

Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing.

Unless otherwise specified in your Order, for each Subscription that you purchase, you may install one (1) instance of On-Premise Platform on systems owned or operated by you or one of your Authorized Users. We may also make available “test” licenses free of charge for certain of our Software offerings to allow you to deploy non-production instances or NXLog Platform, such as for staging or QA purposes. Please contact NXLog support if you have need for such instances.

Some Software may be subject to additional terms specific to that Software as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you agree to the Product-Specific Terms.

We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications. Our Customer Success Team, as updated from time to time, provides further details on our security measures and certifications, if required.

We collect certain data and information about you and your End Users in connection with your and your End Users’ use of the NXLog Platform and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

We are always striving to improve the NXLog Product range. In order to do so, we use analytics techniques to better understand how our products are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.

Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. NXLog strives to balance your privacy rights with other legal requirements.

If you or your entity are in the European Union, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request the NXLog Data Processing documents at this e-mail address: legal@nxlog.co.

You retain all right, title and interest in and to Your Data in the form submitted to the Cloud Platform. Subject to these Terms, and solely to the extent necessary to provide the Cloud Platform to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, search, modify (to extend required to handle data efficiently while retaining the original content), and display Your Data. Solely to the extent that reformatting Your Data for display in a Cloud Platform Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, End User Accounts, and your Cloud Platform with End User permission in order to respond to your support requests.

You and your use of Cloud Platform (including use by your End Users, internal or Third Party) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud Platform and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 6 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Cloud Platform. NXlog Cloud Platform is hosted in one or many Third Party Cloud-data-centres. The geographic location of these Cloud-data-centre(s) can be requested via e-mail using this e-mail address: service@nxlog.co.

You will not (and will not permit anyone else to) provide to the Cloud Platform (or use the Cloud Platform to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act or any similar health data protected under Law, unless expressly authorized by NXLog in writing. This does not apply to On-Premise Platform installations.

You will not (and will not permit anyone else to) provide to the Cloud Platform (or use the Cloud Platform to process) any sensitive Payment Card Industry information or data (e.g. credit card information, account data), unless expressly authorized by NXLog in writing. This does not apply to On-Premise Platform installations.

You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section 2.2 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of Cloud Platform, (ii) your breach (or alleged breach) of Sections 7.2 (Your Data Compliance Obligations) or 7.3 (No Prohibited Sensitive Health Information) or or 7.4 (No Prohibited Sensitive Payment Card Industry Information). This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.

We have no obligation to monitor any content uploaded to the Cloud Platform. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Cloud Platform or (2) suspend your access to the NXLog Platform. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Cloud Platform or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to Cloud Platform as described in this Section 7.6.

There are cases, in which we will delete your data stored in the Cloud Platform. Such cases might include subscription changes, subscription cancellations, invoices not paid by you within payment terms, usage beyond licensed scope and the like. We are not responsible and we cannot be held accountable for your data stored in any of our NXLog Platform installations, Cloud or On-Premise, and we have the right to delete your data for license coverage or operational security reasons. In some cases we might inform you about impending data deletion actions via e-mail or warnings displayed in our applications, in other cases we might not be able to do so to avert service failures.

By submitting data to NXLog Platform, both, Cloud and On-Premise, you hereby grant Supplier a sublicensable, worldwide, royalty-free, and non-exclusive right to reproduce, modify, adapt and publish such data solely for the purpose of enabling NXLog to provide You with the applicable services. If You wish to delete data from your installation, Cloud or On-Premise, NXLog will use reasonable efforts to remove it, but You acknowledge that backups, caching or references to such data may not be made immediately unavailable.

There are cases, in which we will purge or not transmit or not store data sent by you or collected from your IT or OT systems due to exceeding the license base purchased by you. We might grant a grace range of license overusage in case you overextend your purchased license scope by collected data from too many nodes or by asking the used components to handle more Events per Second (EPS) at a given time or by storing more data than licensed by you. We cannot be held accountable for such data lost or purged or deleted due to you exceeding the license base in any of our NXLog Platform installations, Cloud or On-Premise, and we have the right to delete or purge or not transmit or not handle or not store your data in such cases. In some cases we might inform you about such data deletion or purging or non-transmission actions via e-mail or warnings displayed in our applications, in other cases we might not be able to do so to avert service failures.

It is Your sole responsibility to delete or retrieve data from an NXLog Platform installation, Cloud or On-Premise, prior to termination of service for any reason. If NXLog terminates Your account, NXLog will provide You a reasonable opportunity to retrieve Your data from the applicable NXLog Platform installations, if requested in writing. Such a request must be sent by email to NXLog within seven (7) days after You receive notice regarding the termination using this email address: service@nxlog.co. In any event, data will be deleted from NXLog Platform installations no earlier than fourteen (14) days after the termination date identified in the applicable notice has been sent to You. Notwithstanding the foregoing, NXLog may delete data for reasons or similar reasons descsribed in this chapter.

Subject to these Terms, you may purchase Add-on Products or Product Extensions or Support Services or Professional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us, including the Enterprise Support and Services Policy.

We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with Cloud Platform and On-Premise Platform, subject to the same usage rights and restrictions as for the NXLog Platform. For clarity, Our Deliverables are not considered NXLog Platform, and NXLog Platform is not considered to be Our Deliverables.

Your purchase, and our provision, of Training is subject to our Training Terms and Policies, which is a separate agreement.

Except for Free-of-Charge Products, all NXLog Platform Products are offered on an annual subscription basis.

Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Cloud Platform or contacting our sales team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable NXLog Platform Product continuing to be offered and will be charged at the then-current rates.

You may and are encouraged to add additional license nodes, add Add-Ons or Product Extensions, or increase storage limits, or otherwise increase your use of NXLog Platform by placing a new Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term. Some Add-Ons or Extensions might not be available in all Subscription Levels.

You may upgrade your license at any time from a lower subscription level to a higher subscritption level (e.g. from free-of-charge offering to Basic or from Basic to Premium). In case you are performing an upgrade from any lower subscription level to a higher subscription level (e.g. from Basic to Premium subscription), you will only be charged the difference between the license cost already paid for the current, lower subscription plan to the new, higher subscription plan. When performing a subscription upgrade, the license term (e.g. the end date of your current, yearly license term) will change through the subscription update. A new yearly subsription term will start at the day of your subscription upgrade. The upgrade cost will be calculated considering the license cost of the new (yearly) subscription license term for your upgraded, new subscription plan. But, the remaining license days of your current (old) subscription will be used to calculate a credit amount, based on the amount invoiced for the current (old) subscription, which will be credited to your subscription upgrade invoice. It is not allowed to downgrade from a higher subscription level to a lower subscription level. Changing to a lower subscription level is only possible before a new subscription terms starts and will be valid for that new (future) subscription term only. In case a subscription upgrade reduces the storage space available to store log data, we are allowed to delete data from the log database to accommodate the stored customer data to the new, reduced storage space.

You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. Depending on your method or payment, different payment terms and fees may apply. Any kind of transaction fees will be coverd by you. In case of bank transfers, the amount credited to our bank accounts needs to be identical to the amount invoiced to you. Transaction fees incurred by your or our bank or any transaction provider inbetween need to be covered by you. If a Purchase Order Number (the "PO number") is required in order for an invoice to be paid, then you must provide such PO number during the order process (online within the order process). For Additional Services provided at any location other than the NXLog office locations, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in Section 19.3 (Warranty Remedy), Section 21 (IP Indemnification) or Section 25 (Changes to these Terms), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, license enlargements, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

We will deliver the usage instructions for NXLog Platform to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.

Your fees under these Terms exclude any taxes or duties payable in respect of the NXLog Platform in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information (e.g. an European VAT number), and we either not charge such taxes at the point of purchase or we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

Depending on your purchasing entity and depending on the information you provide while purchasing, you will pay all fees gross (including) or net (excluding) of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

Subscription Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

You may choose to stop using the NXLog Platform Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

Upon any expiration or termination of these Terms, you must cease using all NXLog Platform Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the NXLog Platform during the applicable Subscription Term. If you terminate these Terms in accordance with Section 18.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section 18.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

The following provisions will survive any termination or expiration of these Terms: Sections 4.4 (Restrictions), 7.5 (Your Indemnity), 9.5 (Payment), 10 (Taxes not included), 14 (Evaluations, trials, and betas) (disclaimers and use restrictions only), 15 (IP Rights in the Cloud Platform and Feedback), 16 (Confidentiality), 18 (Term and Termination), 19.4 (Warranty Disclaimer), 20 (Limitations of Liability), 21 (IP Indemnification) (but solely with respect to claims arising from your use of NXLog Platform Products during the Subscription Term), 23 (Dispute Resolution) and 27 (General Provisions).

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the NXLog Platform Products (but we are not responsible for harmful materials or data submitted by you or End Users) (the “Performance Warranty”).

We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the NXLog Platform Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to Free-of-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 19.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 19, ALL NXLOG PLATFORM PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE NXLOG PLATFORM PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE NXLOG PLATFORM PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE NXLOG PLATFORM PRODUCTS AND ADDITIONAL SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

“Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 4.4 (Restrictions).

The parties agree that the waivers and limitations specified in this Section 20 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 23.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 23.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

These Terms will be governed by and construed in accordance with the applicable laws of Hungary, without giving effect to the principles relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of Hungary, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts of Hungary, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.

Notwithstanding the provisions of Section 23.1 (Informal Resolution) and 23.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.

You must accept the modifications to continue using the Free-of-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the Free-of-Charge Products.

Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 9.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected NXLog Platform Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.

We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.

Any notice under these Terms must be given in writing. We may provide notice to you through your Primary Account Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to NXLog FZE., a company with corporate address at The Office 3, One Central, Dubai World Trade Center, United Arab Emirates, Attn: General Counsel. Your notices to us will be deemed given upon receipt.

Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.

Any United States federal, state, or local or government customers of other countries may be subject to the additions and addendums to these Terms.

These Terms are the entire agreement between you and us relating to the NXLog Platform Products and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the NXLog Platform Products or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.

In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.

No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 25 (Changes to these Terms), any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.

As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

An error that completely prohibits the use of the Product, affecting mission-critical applications and/or blocking critical business processes. A temporary workaround is not possible. Critical severity cannot be used in case of SL1 and SL0.

An error that prohibits the use of one or more of the main functionalities of the Product. Business operations might be affected, but available with a limited functionality. A temporary workaround may be possible and is acceptable.

An error that has minimal or no impact on business operations. General user enquiries related to product setup or use.