"Nuaj" means Nuaj Company Inc., the provider and licensor of NuajProtect.
"Customer", "you" means the individual or entity installing, accessing, or using NuajProtect. Where an individual accepts on behalf of an entity, "Customer" means that entity (see Authority to Accept).
"Software" means the NuajProtect server, agent, and related software, in object-code form, including updates Nuaj makes available.
"Hosted Service" means the NuajProtect service operated by Nuaj and made available over the internet.
"Appliance" means a NuajBridge hardware unit supplied by Nuaj. The Appliance is sold; the Software on it is licensed under this Agreement.
"NuajProtect" means the Software and the Hosted Service together. References to NuajProtect do not include the Appliance hardware itself, which is governed by the Terms of Service.
"Documents" means this Agreement, the Privacy Policy, and the Terms of Service.
By installing, accessing, or using NuajProtect, you agree to the following terms.
NuajProtect is provided 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
Privacy enquiries: privacy@nuaj.com
This is Nuaj's place of business and its address for notices under this Agreement. It is provided so the Customer can identify and contact Nuaj at any time, and it is repeated in the service messages Nuaj sends about your account.
The Privacy Policy describes how personal information is processed. The Terms of Service set out the commercial terms of subscription, support, and Appliance purchase. Both are incorporated into and form part of the arrangement between the parties.
Where the Documents conflict, the following order governs, from highest to lowest:
An express warranty stated in the Terms of Service — including the limited Appliance warranty — is given despite the disclaimer in No Warranty below, and that disclaimer does not reduce it.
If you accept this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" means that entity. If you do not have that authority, you must not accept this Agreement or use NuajProtect on the entity's behalf.
Acceptance is recorded against the individual user account that accepts it. Where an account belongs to an entity, that acceptance is made on the entity's behalf under the representation above.
NuajProtect is offered for business and organizational use only. It is not marketed to, sold for, or intended for personal, family, or household purposes.
By accepting this Agreement you represent that you are acquiring and using NuajProtect for business or organizational purposes, and not as a consumer.
Nuaj does not monitor how or where a unit is deployed and cannot verify this representation. 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.
Subject to your compliance with this Agreement and, where a paid plan applies, to payment of the applicable fees, Nuaj grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence, for the term of your subscription or of your use, to:
Where an Appliance is supplied, the licence to the Software on it runs for as long as you own and operate that unit in accordance with this Agreement.
The licence does not permit you to provide NuajProtect as a service to third parties, except as expressly permitted in writing by Nuaj.
Except to the extent a restriction is prohibited by applicable law, or expressly permitted by the licence of an open-source component, you may not:
You may not use NuajProtect for any unlawful purpose. Without limiting that, you may not use it to 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; to intercept, monitor, or filter traffic on a network where you lack the legal authority to do so; to violate the privacy or communications rights of any person; or to conceal, facilitate, or carry out any criminal offence.
You are responsible for determining whether your intended deployment is lawful in your jurisdiction, including any workplace-monitoring, lawful-interception, wiretap, and privacy obligations that apply to inspecting network traffic.
A breach of this section is a material breach that Nuaj may act on immediately under Term and Termination, and it terminates the licence granted above.
The Software and the Hosted Service are licensed, not sold. All rights, title, and interest in and to NuajProtect, including all intellectual property rights, trademarks, copyrights, trade secrets, and related materials, remain the exclusive property of Nuaj and its licensors. Title to an Appliance passes to the Customer as set out in the Terms of Service; that transfer conveys no rights in the Software.
You are responsible for:
No security product is perfect. NuajProtect is not, and will never be. This is not a shortcoming peculiar to this product — it is a property of the field. Every network security product, from every vendor, acts on incomplete information against an adversary who is actively working to defeat it, and none can be made complete. Residual risk always remains, and it remains with you.
Specifically, and without limiting No Warranty below, you acknowledge that:
NuajProtect is one layer, not a security programme. It does not replace patching, backups, endpoint protection, network segmentation, access control, staff training, log retention, an incident response plan, cyber insurance, or independent professional advice, and it does not by itself make you compliant with any law, regulation, or standard. You must not deploy NuajProtect as your only safeguard against a risk whose realization you could not absorb.
No statement in any marketing material, benchmark, demonstration, roadmap, or documentation is a warranty, a representation, or a guarantee of a security outcome, and nothing in them promises that any particular incident will be prevented.
NuajProtect is provided to assist in the security, monitoring, and management of systems and networks. While Nuaj makes reasonable efforts to develop, test, and maintain it, no software can be guaranteed to be error-free, secure, uninterrupted, or free from vulnerabilities.
You acknowledge that bugs, defects, configuration errors, security weaknesses, service interruptions, or other unforeseen issues may occur and may result in data loss, business interruption, loss of revenue, cyberattacks, unauthorized access, regulatory consequences, or other damages.
NuajProtect is provided "AS IS" and "AS AVAILABLE", without warranties of any kind, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or security.
NuajProtect is a tool. It does not guarantee the prevention, detection, mitigation, or remediation of all security threats, cyberattacks, malware, unauthorized access, service disruptions, or other security incidents. Nature and Limits of Protection above sets out, without limitation, the specific ways in which it may fail.
This section does not exclude any express warranty given in the Terms of Service, and does not apply to the extent that a warranty cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.
To the maximum extent permitted by applicable law, Nuaj, its affiliates, officers, employees, contractors, licensors, and partners shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of business, loss of revenue, loss of data, business interruption, cyber incidents, security breaches, ransomware events, regulatory penalties, or other similar losses arising from or related to the use of, inability to use, or performance of NuajProtect, even if advised of the possibility of such damages.
Where liability cannot be excluded, the total aggregate liability of Nuaj arising out of or relating to NuajProtect and this Agreement shall not exceed the greater of (a) the fees paid by the Customer to Nuaj during the twelve (12) months immediately preceding the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100).
These limitations and exclusions apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
Nothing in this Agreement excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law.
To the maximum extent permitted by applicable law, any claim arising out of or relating to NuajProtect or this Agreement must be brought within one (1) year after the event giving rise to the claim, and any claim not brought within that period is permanently barred.
This section applies only where the parties are capable of agreeing to vary a limitation period — under Ontario's Limitations Act, 2002, only in a business agreement between parties none of whom is a consumer. It does not apply to a Customer who is a consumer, and it does not shorten a period that cannot be varied by agreement.
NuajProtect includes a community threat-intelligence capability (the Nuaj Threat Exchange). When enabled, it transmits to Nuaj-operated services limited technical indicators derived from attacks observed by your deployment: attacking IP addresses, targeted ports and protocols, threat categories, timestamps, and anonymous reporter counts. No log content, no packet payloads, and no identifiers of your users or endpoints are transmitted.
Indicators are aggregated with submissions from other deployments and redistributed as community threat lists, provided "AS IS" and without warranty of any kind. Community lists are derived from attacks observed in the field: they can be incomplete, can be stale, and can name an address that has since changed hands. Acting on them may block a destination you consider legitimate, and their use does not warrant that any listed address is in fact hostile or that any unlisted address is safe.
This capability is enabled by default and may be disabled at any time in the server settings, without affecting any other functionality and without penalty. Nuaj processes these indicators on the basis of the legitimate interest of Nuaj, of the Customer, and of every other participant in defending against the attacks the indicators describe — not on the basis of consent, so accepting this Agreement is not consent to it and turning it off costs you nothing. The Privacy Policy describes this processing in full.
NuajProtect may include or interact with third-party software and open-source components subject to their own licences. Nothing in this Agreement limits or replaces any right or obligation arising under those licences, and to the extent an open-source licence grants you rights broader than this Agreement, that licence governs for that component.
Nuaj processes personal information in connection with NuajProtect. The Privacy Policy describes in full what is collected, why, on what legal basis, how long it is kept, with whom it is shared, and the rights available to you — including access, correction, deletion, portability, and objection — together with how to exercise them.
Where Nuaj processes personal data on the Customer's behalf, the Data Processing Agreement governs that processing. It is incorporated into the Terms of Service and applies without signature; a countersigned copy is available on request from legal@nuaj.com.
For self-hosted deployments, operational data remains on the Customer's systems. The Customer is the controller of that data, and Nuaj processes only what is described in the Privacy Policy.
Privacy enquiries and rights requests: privacy@nuaj.com
Nuaj records, for each acceptance of this Agreement: the accepting user account, the date and time, the source IP address, the version of the Agreement, and a cryptographic hash of the exact text accepted.
The hash allows either party to establish precisely which wording was in force and accepted at that time. When the version changes, users are asked to accept the updated Agreement before continuing to use NuajProtect, and a new record is created.
You are responsible for complying with all applicable export control, sanctions, and trade laws relating to your use of NuajProtect, and you represent that you are not located in, and will not use NuajProtect from, a jurisdiction subject to comprehensive Canadian sanctions.
This Agreement applies from your first acceptance or use of NuajProtect and continues until terminated.
You may terminate at any time by ceasing all use and removing the Software from your systems.
Nuaj may terminate or suspend this licence if you materially breach this Agreement and, where the breach is capable of cure, fail to cure it within thirty (30) days of written notice. Where the breach is not capable of cure, or where continued use presents a security or legal risk, Nuaj may act immediately.
On termination, the licence granted above ends and you must cease using and remove the Software. Termination of this Agreement does not by itself terminate a subscription; cancellation and refunds are governed by the Terms of Service.
Definitions, Intellectual Property, Nature and Limits of Protection, No Warranty, Limitation of Liability, Limitation Period, Records of Acceptance, Governing Law, Dispute Resolution, Severability, Entire Agreement, Language, and this section survive termination.
Nuaj may modify, update, enhance, discontinue, or replace features, functionality, interfaces, or components of NuajProtect from time to time. Where a material feature of a paid plan is discontinued, the Terms of Service govern what you are entitled to.
Automatic updates. NuajProtect installs software updates and threat data automatically, and verifies the signature on every update before installing it. You consent to that installation, and you acknowledge that an update may change behaviour and may briefly interrupt filtering or connectivity while it applies. Keeping updates enabled is a condition of the licence: security updates are how the defects described in Nature and Limits of Protection stop being exploitable, and a deployment running with updates disabled is unsupported.
Nuaj may update this Agreement by giving notice through the service, by email, or by other reasonable means. Where the change is material, notice is given before it takes effect and you are asked to accept the updated Agreement. If you do not accept it, your remedy is to stop using NuajProtect and, where a paid subscription applies, to cancel under the Terms of Service.
Notices to Nuaj must be sent to legal@nuaj.com or to the postal address above, and are deemed received on the next business day for email, or five (5) business days after mailing.
Notices to the Customer may be given by email to the address on the account, or through the service, and are deemed received when sent.
You may not assign or transfer this Agreement, in whole or in part, without Nuaj's prior written consent, except to a successor of substantially all of your business or assets. Nuaj may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in breach of this section is void.
Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, labour dispute, epidemic, failure of a telecommunications or utility provider, denial-of-service attack, or act of government. This does not excuse an obligation to pay amounts due.
A failure or delay in enforcing a right under this Agreement is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.
Nothing in this Agreement 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 you are a consumer and applicable law makes an arbitration agreement or a class-action waiver unenforceable against you, the Dispute Resolution section does not prevent you from bringing a claim in a court of competent jurisdiction or from participating in a class proceeding.
The representation in Intended Use and Eligibility that you are acquiring NuajProtect for business purposes is not, and may not be treated as, a waiver of consumer rights. If you are in fact a consumer under applicable law, that law governs regardless of the representation.
This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Dispute Resolution and Consumer Rights, the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario.
Any dispute arising out of or relating to this Agreement or the use of NuajProtect shall first be addressed through good-faith negotiations between the parties for a period of thirty (30) days after written notice of the dispute.
If it is not resolved through negotiation, it shall be finally resolved by binding arbitration seated in Ontario, Canada, conducted in English by a single arbitrator. Each party bears its own legal costs unless applicable law or the arbitrator determines otherwise. The arbitrator's decision is final and binding and may be entered in any court of competent jurisdiction.
This section is subject to Consumer Rights above. Either party may at any time seek injunctive or other equitable relief from a court to protect its intellectual property or confidential information.
If any provision of this Agreement is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed; the remaining provisions remain in full force and effect.
This Agreement, together with the Privacy Policy and the Terms of Service, constitutes the entire agreement between the parties regarding NuajProtect and supersedes all prior or contemporaneous understandings relating to its subject matter. It does not supersede a separate agreement signed by authorized representatives of both parties.
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. In the event of any conflict, ambiguity, or inconsistency between the English version and any translation, the English version prevails.
The parties have expressly requested and agreed that this Agreement, together with all related documents and notices, be drafted in the English language. 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. A French-language version is available on request from legal@nuaj.com.
If you do not agree to these terms, do not install or use NuajProtect.