Subscription Plans: Except for Free-of-Charge Products, all NXLog products are offered on a subscription basis for a defined term. The duration of your subscription, including its specific start and end dates (the "Coverage Period"), is determined by the applicable Order, quote, or purchase order. Each Subscription Term is a non-divisible, continuous commitment, regardless of the invoice schedule, and pricing is based on a purchase of the entire Subscription Term.

Renewals: Our Customer Success team will contact you at least ninety (90) days before your subscription expires to discuss renewal options. If you do not confirm renewal before the expiration date, your subscription will terminate at the end of the current term. You may provide a notice of non-renewal at any time before expiration. All renewals are subject to the product’s continued availability and will be billed at the then-current rates.

Upgrades & Add-ons: You may expand your use of the platform by adding licenses or product extensions at any time. Unless specified otherwise in your Order, any increased use will be billed at our then-current rates. You may upgrade your subscription level at any time. When you upgrade, you will be charged the difference between your old plan and the new plan, with a credit applied for the remaining value of your old subscription. When you upgrade, your Subscription Term resets. A new Subscription Term, with a duration as specified in the upgrade Order, begins on the date of the upgrade. Downgrading to a lower subscription level is only possible at the start of a new subscription term.

Payment: You agree to pay all fees by the due dates and in the currency stated in your Order. You are responsible for any transaction fees charged by banks or payment providers to ensure we receive the full invoiced amount. If you require a Purchase Order (PO) number on your invoice, you must provide it when ordering.

Expenses: For Additional Services performed outside NXLog office locations, you will reimburse us for our pre-approved travel, lodging, and meal expenses.

No Refunds: Except where expressly stated in this Agreement (such as for a Warranty Remedy or IP Indemnification), all fees are non-refundable, non-cancelable, and non-creditable. You authorize us to charge your payment method on file for renewals, upgrades, and other unpaid fees.

No Contingencies: Your purchase is based on the platform’s current features and functionality and is not contingent on the delivery of any future functionality or the purchase of any other products

Confidential Information: Each party agrees that all code, inventions, know-how, and business, technical, or financial information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or should reasonably be understood as confidential is the confidential property of the Disclosing Party (“Confidential Information”). Our technology and any performance information related to the NXLog Platform are automatically our Confidential Information.

Obligations: The Receiving Party will hold all Confidential Information in confidence and not disclose it to any third party. The Receiving Party will only use the Confidential Information to fulfill its obligations or exercise its rights under this Agreement. The Receiving Party may share Confidential Information with employees, agents, and contractors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this section.

Exceptions: These obligations do not apply to information that the Receiving Party can prove: (a) was already in its possession before receipt; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

Required Disclosure: The Receiving Party may disclose Confidential Information if required by Law or court order. However, if legally permitted, the Receiving Party will: (a) give the Disclosing Party prompt notice before making the disclosure; (b) reasonably assist the Disclosing Party, at their expense, in efforts to resist or limit the disclosure; and (c) disclose only that portion of the Confidential Information that is legally required.

Term: This Agreement is effective from the Effective Date and continues until all your Subscription Terms have expired or been terminated.

Termination for Cause: Either party may terminate this Agreement (including all related Orders) if the other party: (a) Fails to cure any material breach of this Agreement within thirty (30) days after receiving written notice. (b) Fails to make a payment within fifteen (15) days of written notice. (c) Ceases operations without a successor. (d) Seeks protection under bankruptcy or a similar proceeding, or if one is initiated against them and not dismissed within sixty (60) days.

Termination for Convenience: You may terminate this Agreement at any time for any reason by providing at least ninety (90) days’ prior written notice. Upon such termination, no refunds will be issued for prepaid fees, and any outstanding fees for the current Subscription Term will become immediately due and payable.

Effects of Termination: Upon expiration or termination, you must immediately stop using all NXLog products and delete (or, at our request, return) all of our Confidential Information. You must provide written certification of such deletion if we request it. You will no longer have access to Your Data, and we may delete it unless prohibited by law. Termination does not relieve you of your obligation to pay fees incurred before termination.

Survival: The following sections will survive any termination or expiration of this Agreement: Restrictions, Your Indemnity, Payment, Taxes, IP Rights and Feedback, Confidentiality, Term and Termination, Warranty Disclaimer, Limitations of Liability, IP Indemnification, Dispute Resolution, and General Provisions.

Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Our Performance Warranty: We warrant that we use commercially reasonable efforts to prevent the introduction of viruses, Trojan horses, or other harmful materials into the NXLog Platform Products (the “Performance Warranty”). We are not responsible for harmful materials submitted by you or your users or for vulnerabilities arising from third-party integrations you use.

Warranty Remedy: We will use commercially reasonable efforts to correct any reported non-conformity with the Performance Warranty at no cost to you. If we determine that correction is not practicable, either party may terminate the applicable Subscription Term, and you will receive a refund for the unused portion of any prepaid fees. This is your sole and exclusive remedy for any breach of the Performance Warranty. This warranty will not apply if: (a) you fail to report the non-conformity within thirty (30) days of its discovery; (b) you fail to provide reasonable supporting documentation; or (c) the non-conformity results from misuse or unauthorized modifications.

WARRANTY DISCLAIMER: EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL NXLOG PLATFORM PRODUCTS, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS”. WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOUR DATA WILL BE PRESERVED WITHOUT LOSS. THE PRODUCTS ARE NOT DESIGNED FOR ANY PURPOSE REQUIRING FAIL-SAFE PERFORMANCE FOR WHICH FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

Consequential Damages Waiver: EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF USE, LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap: EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO US FOR THE PRODUCTS AND SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Excluded Claims: The limitations and waivers in this section do not apply to "Excluded Claims," which are: (a) Any amounts you owe under any Orders. (b) Either party’s indemnification obligations under this Agreement. (c) Any violation of our product use restrictions. (d) A party’s willful misconduct, gross negligence, breaches of confidentiality, or infringement of the other party’s intellectual property rights.

Our IP Rights: NXLog and our licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to Our Technology. The products are provided on a limited access or license basis, and no ownership rights are transferred to you.

Feedback: If you provide any feedback, suggestions, or ideas to us, we may use, copy, license, and exploit it for any purpose without obligation, royalty, or restriction. Feedback will not be treated as your confidential information.

Our Indemnification Obligation: We will defend you against any claim by a third party that the authorized use of an NXLog product infringes their patent, copyright, or trademark ("Claim"). We will indemnify you from any damages and costs finally awarded by a court or agreed to in a settlement executed by us.

Our Options: If a product is likely to be enjoined, we may, at our sole discretion: (a) procure the right for you to continue using it; (b) replace it with a substantially similar alternative; or (c) terminate your right to use it and provide a refund for the unused portion of the prepaid term.

Conditions for Indemnification: Our obligation to indemnify you applies only if you provide us with prompt written notice of the Claim, give us exclusive control over the defense and settlement, and provide all reasonable cooperation.

Exclusions: Our indemnification obligations will not apply if the Claim arises from: (a) your modification of the product; (b) your use of the product in combination with non-NXLog products or services; (c) your unauthorized use of the product; (d) Your Data or your own indemnity obligations; or (e) your settlement of the Claim without our prior written consent. Our indemnification obligation under this section does not apply if the total fees you paid for the applicable product in the twelve (12) months preceding the Claim are less than US$50,000, unless your Order specifies otherwise.

Informal Resolution: In case of a dispute, the parties agree to first consult and negotiate in good faith for sixty (60) days to reach a satisfactory resolution before initiating legal action.

Governing Law: Unless otherwise specified in your Order Form, this Agreement shall be governed by and interpreted in accordance with the laws of the United Arab Emirates (UAE).

Jurisdiction: Each party irrevocably agrees that any legal action or proceeding shall be brought exclusively before the courts of the United Arab Emirates.

Injunctive Relief: Nothing in this Agreement shall prevent us from seeking injunctive relief in any appropriate jurisdiction to address violations of intellectual property rights or breaches of confidentiality.

Exclusions: The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.

Right to Operate: As an MSSP, you are granted the right to use the NXLog Cloud Platform and to install and use the On-Premise Software on behalf of your third-party customers.

Permitted Use: This right is granted solely for the purpose of delivering outsourced monitoring and managed security services to your customers.

Your Responsibility: You are fully responsible for your customers' compliance with this Agreement. This includes responsibility for all actions taken by your customers and their users and for any fees they incur.

End Customer Consent: You must ensure your end customers consent to these General Terms of Business. The specific mechanics of how this is managed will be detailed in your separate MSSP Agreement with NXLog.

Notices: We may deliver notices to you via email or through your account in the NXLog Customer Portal. You agree that electronic communications satisfy any legal requirements for written notice. Notices you send to us must be in writing to our designated email address.

Force Majeure: Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, such as strikes, acts of terrorism, natural disasters, or power failures (excluding payment obligations).

Assignment: You may not assign this Agreement without our prior written consent, except to a successor entity in a merger or sale of all your assets, provided you notify us promptly. We may assign our rights and obligations under this Agreement without your consent.

Resellers: If you purchase through an authorized partner or reseller ("Reseller"), your payment obligation is to the Reseller. Your use of the products is governed by this Agreement. The Reseller is responsible for the accuracy of the Order they place with us on your behalf. Resellers are not authorized to modify these Terms or make any promises on our behalf. For the purposes of calculating our liability cap, the amount considered will be what the Reseller paid to us for your use of the product.

Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of such right.

Export Restrictions: The NXLog Platform Products are subject to export control laws. You agree to comply with all relevant export and import laws and shall not export the products to any embargoed country or to any person or entity on a restricted party list. You represent that you are not located in a prohibited country or on any such list.

Publicity Rights: We may identify you as an NXLog customer in our promotional materials. You may request that we cease doing so by sending a written request to sales@nxlog.org.

Changes to this Agreement: We may update or modify this Agreement from time to time by notifying you or posting the revised terms on our website. For paid subscriptions, modifications will take effect at the start of your next renewal term. If a modification takes effect during your current term and you object, your sole remedy is to terminate the affected Orders for a pro-rated refund of prepaid fees, provided you notify us within thirty (30) days.

Order of Precedence: In the event of a conflict between the documents that make up this Agreement, the following order of precedence will apply: (1) the applicable Order; (2) any Product-Specific Terms or Policies; and (3) these General Terms of Business.

Entire Agreement: This Agreement (including our Policies and your Orders) is the entire agreement between you and us and supersedes all prior agreements and communications.

Independent Contractors: The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

Scope: If purchased, we will provide you with Technical Support Services for the products. Support is a reactive service for troubleshooting and bug fixes related to the products themselves; it does not cover new implementations or issues in your operating environment. Support is provided remotely via our Support Ticketing System.

Support Levels (SL0-SL4): The level of support you purchase determines details such as availability, response times, number of authorized contacts, and included hours. The available packages are listed on our website.

Incident Severity Levels: When you report an incident, it will be categorized by severity: (a) Critical: An error that entirely prevents the use of the product for mission-critical applications with no workaround (Not applicable to SL0/SL1). (b) High: An error that prevents the use of one or more primary functionalities, though business operations can continue in a limited capacity. (c) Low: An error with minimal impact, or a general user inquiry. We reserve the right to reclassify the severity level based on our assessment.

Availability and Response Times: "8x5" support is available Monday-Friday, 09:00-17:00 UTC. "24x7" support is available continuously. We will use commercially reasonable efforts to respond to incidents within the times specified in the table below for your Support Level. Failure to meet these times is not a breach of the Agreement.

Support Contacts and Hours: The maximum number of authorized support contacts is determined by your Support Level (SL0/SL1: 2 contacts; SL2/SL3/SL4: 5 contacts). Troubleshooting product errors does not consume your included support hours. However, your plan includes a set number of annual hours for general guidance and other non-error-related inquiries (SL0: 10, SL1: 20, SL2: 40, SL3/SL4: 80). If you exceed these hours, you must purchase an additional package or upgrade.

Your Cooperation: To resolve an incident, you agree to make reasonable efforts to provide all necessary information (log files, data samples, config files, etc.) and cooperate with our support team. You are responsible for the security of your own data and for maintaining backup procedures.

Scope: Supplier may provide professional services, such as consulting, system architecture design, or implementation (" Professional Services "), under the terms of a mutually agreed-upon contract or Statement of Work (SOW). Unless otherwise specified in the SOW, Professional Services are provided on a remote basis.

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

Deliverables: Supplier will retain all right, title, and interest in and to any materials, reports, scripts, or other deliverables created as part of the Professional Services (" Our Deliverables "). Subject to your compliance with this Agreement, Supplier grants you a limited, non-exclusive, non-transferable right to use Our Deliverables solely in connection with your authorized use of the NXLog Products.