Terms of Service

Nexapp Technologies Private Limited
Effective Date: 1 January 2026 · Last Updated: 1 January 2026 · Version 1.0

1. Introduction and Acceptance

1.1 These Terms of Service (“Terms”) constitute a legally binding agreement between Nexapp Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office in India (“Nexapp”, “Company”, “we”, “us”, or “our”), and the individual, organization, or legal entity (“Customer”, “you”, or “your”) that accesses, subscribes to, installs, or uses any of the Services.

1.2 By accessing or using the Services, executing an Order Form that references these Terms, clicking “I Accept”, or otherwise indicating assent, you confirm that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and any applicable Order Form, Service Level Agreement, or Statement of Work (collectively, the “Agreement”).

1.3 If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and “you” refers to that organization.

1.4 If you do not agree to these Terms, you must not access or use the Services.

1.5 These Terms are an electronic record under the Information Technology Act, 2000 and the rules made thereunder, and do not require any physical or digital signature to be enforceable.

2. Definitions

“Services” means the Nexapp SD-WAN platform, the NexappOS network operating system and firmware, the Nexapp Controller (cloud-hosted or on-premises management plane), associated hardware appliances, software applications, web and mobile interfaces, APIs, managed services (including Network-as-a-Service and managed SD-WAN/NOC offerings), documentation, and any updates, upgrades, or related professional services provided by Nexapp.
“Software” means all proprietary software, firmware, object code, and machine-readable instructions made available by Nexapp as part of the Services.
“Subscription Term” means the period during which you are licensed to use the Services as set out in the applicable Order Form.
“Order Form” means the ordering document or online subscription flow specifying the Services purchased, quantities, fees, and term.
“Customer Data” means all data, configurations, telemetry, network traffic metadata, logs, and other content that you or your Authorized Users submit to, store in, or generate through the Services.
“Authorized User” means an employee, contractor, or agent whom you authorize to access the Services on your behalf.
“Documentation” means the user guides, technical manuals, and specifications made available by Nexapp.
“Applicable Law” means all laws, regulations, rules, and directions applicable to the provision and use of the Services, including the laws of India.

3. Eligibility

3.1 The Services are intended for use by businesses and organizations. You must be at least 18 years of age and capable of forming a legally binding contract under the Indian Contract Act, 1872.

3.2 You represent that all registration and account information you provide is accurate, current, and complete, and that you will keep it updated.

3.3 You may not use the Services if you are barred from doing so under Applicable Law, or if you are located in, or are a resident of, any jurisdiction subject to trade sanctions or export restrictions applicable to Nexapp.

4. Grant of License and Scope of Use

4.1 License Grant. Subject to your continuous compliance with the Agreement and payment of all applicable fees, Nexapp grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for your internal business operations.

4.2 Proprietary Software. All Software is licensed, not sold. The Software and all Services are the exclusive proprietary property of Nexapp. No ownership rights are transferred to you under this Agreement. You acquire only the limited usage rights expressly granted herein.

4.3 Reservation of Rights. All rights not expressly granted to you are reserved by Nexapp. Nexapp retains all right, title, and interest in and to the Services, Software, Documentation, and all related intellectual property.

5. Restrictions on Use

You shall not, and shall not permit any Authorized User or third party to:

copy, modify, adapt, translate, or create derivative works of the Software or Services, except as expressly permitted;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except to the limited extent such restriction is expressly prohibited by Applicable Law;
sell, resell, rent, lease, lend, distribute, sublicense, host, or provide the Services to any third party as a service bureau or on a commercial basis, except under a written reseller or partner agreement with Nexapp;
remove, obscure, or alter any proprietary notices, trademarks, or labels on the Services, Software, hardware, or Documentation;
circumvent, disable, or interfere with any security, licensing, authentication, rate-limiting, or access-control features of the Services;
use the Services to develop, train, or benchmark a competing product or service;
introduce any malware, virus, worm, ransomware, or other malicious code into the Services;
use the Services to transmit unlawful, infringing, defamatory, obscene, or otherwise objectionable content, or to violate the privacy or intellectual property rights of any third party;
use the Services in violation of any Applicable Law, including the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, applicable export-control and sanctions laws, or telecommunications licensing requirements;
exceed the usage limits, device counts, throughput, or seat counts specified in your Order Form; or
access the Services for the purpose of unauthorized monitoring, penetration testing, or vulnerability scanning without Nexapp’s prior written consent.

6. Customer Responsibilities

6.1 Account Security. You are responsible for maintaining the confidentiality of all account credentials, API keys, and authentication tokens, and for all activities that occur under your account. You must notify Nexapp immediately of any unauthorized access or security incident affecting your account.

6.2 Authorized Users. You are responsible for the acts and omissions of your Authorized Users and for ensuring their compliance with the Agreement.

6.3 Network and Environment. You are responsible for procuring and maintaining the network connectivity, internet access, carrier links, compatible hardware, and operating environment necessary to use the Services, unless these are expressly included in your Order Form.

6.4 Lawful Use of Network Data. Where you use the Services to manage, route, inspect, or monitor network traffic, you are solely responsible for ensuring that such use complies with Applicable Law, including obtaining all necessary consents and authorizations from your own end users and complying with applicable telecommunications, interception, and data-protection requirements.

6.5 Configuration and Backups. You are responsible for the correctness of configurations you deploy through the Services and for maintaining your own backups of critical configurations and Customer Data, except where backup is an express element of a managed service you have purchased.

7. Fees, Payment, and Taxes

7.1 Fees. You agree to pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted in Indian Rupees (INR) and are based on the subscription tier, device count, throughput, or service scope selected.

7.2 Invoicing and Payment. Fees are invoiced as set out in the Order Form. Undisputed invoices are payable within the period stated on the invoice (and, absent such statement, within thirty (30) days of the invoice date).

7.3 Taxes. All fees are exclusive of taxes. You are responsible for all applicable taxes, levies, and duties, including Goods and Services Tax (GST), withholding tax, and any other governmental charges, except for taxes based on Nexapp’s net income. Where withholding tax applies, you shall provide valid tax-deduction certificates.

7.4 Late Payment. Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower), and Nexapp may suspend the Services upon reasonable notice for non-payment.

7.5 Renewals. Unless otherwise specified in the Order Form, subscriptions renew for successive terms equal to the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.6 Fee Changes. Nexapp may revise fees with effect from the next renewal term upon at least thirty (30) days’ prior written notice.

8. Service Levels and Support

8.1 Where an Order Form or Service Level Agreement (“SLA”) specifies availability targets, support tiers, severity definitions, or mean-time-to-restore (MTTR) commitments, those terms govern Nexapp’s service-level obligations and your associated remedies.

8.2 Absent a separate SLA, the Services are provided on a commercially reasonable-efforts basis without a specific uptime guarantee.

8.3 Scheduled maintenance, emergency maintenance, and factors outside Nexapp’s reasonable control are excluded from availability calculations.

9. Intellectual Property Rights

9.1 Nexapp IP. The Services, Software, NexappOS, the Nexapp Controller, hardware designs, APIs, Documentation, and all associated intellectual property — including patents, copyrights, trademarks, trade secrets, designs, and know-how — are and shall remain the sole and exclusive property of Nexapp and its licensors. All Nexapp branding, including the “Nexapp” name and logos, are trademarks of Nexapp.

9.2 Customer Data. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant Nexapp a non-exclusive, worldwide license to host, process, transmit, and use Customer Data solely to provide, maintain, secure, and support the Services and to comply with Applicable Law.

9.3 Feedback. If you provide suggestions, ideas, or feedback regarding the Services, you grant Nexapp a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without restriction or obligation to you.

9.4 Aggregated and De-identified Data. Nexapp may generate aggregated, anonymized, or de-identified data derived from the operation of the Services (which does not identify you or any individual) and may use such data for analytics, benchmarking, security research, and improvement of its products and services.

10. Confidentiality

10.1 Confidential Information means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential, including the Software, pricing, technical architecture, and business information.

10.2 The Receiving Party shall (a) use Confidential Information solely to perform under the Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it except to its personnel and advisors who have a need to know and are bound by confidentiality obligations.

10.3 Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, rightfully received from a third party, or required to be disclosed by law or court order (subject to prompt notice where lawfully permitted).

10.4 Confidentiality obligations survive for five (5) years after disclosure, and indefinitely with respect to trade secrets.

11. Data Protection and Privacy

11.1 Nexapp’s collection, use, and disclosure of personal data is governed by the Privacy Policy, which is incorporated into these Terms by reference.

11.2 Where Nexapp processes personal data on your behalf as a data processor, the parties shall comply with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000 and rules thereunder, and, where applicable, the EU General Data Protection Regulation and other Applicable Laws. Upon request, the parties shall execute a Data Processing Addendum reflecting their respective roles and obligations.

11.3 You represent and warrant that you have obtained all consents and provided all notices required for Nexapp to process Customer Data and personal data in connection with the Services.

12. Third-Party Services and Components

12.1 The Services may interoperate with or rely on third-party services, carriers, cloud infrastructure providers, or networks. Nexapp is not responsible for the availability, performance, or acts of such third parties.

12.2 Your use of any third-party service accessed through the Services is governed by that third party’s own terms, and Nexapp disclaims all liability arising from such third-party services.

13. Suspension of Services

13.1 Nexapp may suspend or restrict your access to the Services, in whole or in part, immediately and without liability, if: (a) you breach the Agreement, including the use restrictions in Section 5; (b) your use poses a security risk to the Services or any third party; (c) required by Applicable Law or a governmental or regulatory authority; or (d) fees are overdue.

13.2 Nexapp will, where practicable and lawful, provide notice prior to suspension and will restore the Services promptly once the cause of suspension is resolved.

14. Term and Termination

14.1 Term. The Agreement begins on the effective date of the first Order Form and continues for the Subscription Term, unless terminated earlier in accordance with this Section.

14.2 Termination for Cause. Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days of written notice.

14.3 Termination for Insolvency. Either party may terminate immediately if the other becomes insolvent, enters liquidation, or is subject to insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 or equivalent law.

14.4 Effect of Termination. Upon termination or expiry: (a) all licenses granted to you cease; (b) you must stop using the Services and, on request, destroy or return all Nexapp Confidential Information and Software; and (c) any accrued payment obligations remain due.

14.5 Data Retrieval. For a period of thirty (30) days after termination, Nexapp will, on written request, make Customer Data available for export in a commercially reasonable format. After this period, Nexapp may delete Customer Data in accordance with the Privacy Policy and Applicable Law, except where retention is required by law.

14.6 Survival. Sections that by their nature should survive termination — including Sections 5, 9, 10, 11, 15, 16, 17, 18, and 19 — shall survive.

15. Warranties and Disclaimers

15.1 Limited Warranty. Nexapp warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. Your exclusive remedy for breach of this warranty is for Nexapp to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected Services and refund any pre-paid, unused fees for those Services.

15.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 15.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND NEXAPP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEXAPP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO NEXAPP UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

16.3 Exceptions. The exclusions and cap in Sections 16.1 and 16.2 do not apply to: (a) your payment obligations; (b) your breach of the use restrictions in Section 5 or of Nexapp’s intellectual property rights; (c) either party’s indemnification obligations; (d) a party’s breach of confidentiality obligations; or (e) liability that cannot be excluded or limited under Applicable Law.

17. Indemnification

17.1 By Nexapp. Nexapp shall defend you against any third-party claim alleging that the Services, as provided by Nexapp and used in accordance with the Agreement, infringe a valid Indian patent, copyright, or trademark, and shall indemnify you for damages finally awarded or amounts payable in settlement. If the Services are found to infringe, Nexapp may, at its option, procure the right for you to continue using them, modify them to be non-infringing, or terminate the affected Services and refund pre-paid unused fees. Nexapp has no obligation for claims arising from your modifications, combination of the Services with non-Nexapp products, or use in breach of the Agreement.

17.2 By Customer. You shall defend and indemnify Nexapp against any third-party claim arising from: (a) your Customer Data; (b) your use of the Services in violation of the Agreement or Applicable Law; or (c) your violation of any third party’s rights.

17.3 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, grant sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without consent), and provide reasonable cooperation.

18. Governing Law and Dispute Resolution

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.

18.2 Amicable Resolution. The parties shall first attempt to resolve any dispute amicably through good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.

18.3 Arbitration. Any dispute not resolved amicably shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement (failing which, as provided under the Act), the seat and venue of arbitration shall be Pune, Maharashtra, India, and the language of arbitration shall be English. The arbitral award shall be final and binding.

18.4 Jurisdiction. Subject to Section 18.3, the courts at Pune, Maharashtra, India shall have exclusive jurisdiction over any matter not subject to arbitration, including applications for interim or injunctive relief.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental action, telecommunications or carrier failures, internet or power outages, or cyber-attacks. The affected party shall use reasonable efforts to mitigate the impact and resume performance.

20. Compliance with Laws; Export Control

20.1 Each party shall comply with all Applicable Laws in connection with the Agreement.

20.2 You shall not export, re-export, or use the Services in violation of applicable export-control, sanctions, or telecommunications laws, and you represent that you are not located in, or acting on behalf of any party in, a jurisdiction subject to applicable sanctions.

21. Notices

21.1 Legal notices to Nexapp must be sent in writing to legal@nexapp.co.in (or to the registered office address of Nexapp) and are deemed received upon acknowledgment or two (2) business days after dispatch.

21.2 Notices to you may be sent to the email address or postal address associated with your account, or posted within the Services, and are deemed received when sent or posted.

21.3 Grievance Officer. In accordance with the Information Technology Act, 2000 and the rules thereunder, and the Digital Personal Data Protection Act, 2023, grievances may be addressed to the Grievance Officer at grievance@nexapp.co.in. Details are set out in the Privacy Policy.

22. General Provisions

22.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.

22.2 Order of Precedence. In the event of a conflict, the following order of precedence applies: (a) the applicable Order Form; (b) any SLA or Data Processing Addendum; (c) these Terms; and (d) the Documentation.

22.3 Amendments. Nexapp may update these Terms from time to time. Material changes will be notified through the Services or by email at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

22.4 Assignment. You may not assign or transfer the Agreement without Nexapp’s prior written consent. Nexapp may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

22.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

22.6 Waiver. No waiver is effective unless in writing, and no failure to enforce any right constitutes a waiver of that or any other right.

22.7 No Third-Party Beneficiaries. The Agreement does not confer any rights on any third party.

22.8 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

22.9 Language. The governing language of the Agreement is English.