TERMS OF SERVICE
Terms of Service
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Effective Date: September 14, 2026
These Terms of Service (the “Terms”) apply to the use of the INNORIX Platform, INNORIX Cloud, installed Software, APIs, and related services (collectively, the “Services”).
“INNORIX” means the INNORIX contracting entity identified in the customer's Checkout, Order Form, Invoice, or other ordering document.
By creating an account, starting a paid Subscription, signing an Order Form, or using the Services, the customer agrees to these Terms.
An individual agreeing to these Terms on behalf of a customer confirms that they have authority to legally bind that organization.
1. Services#
INNORIX provides Software and Cloud Services for transferring, automating, and operating files between enterprise servers, cloud environments, storage, and other connected devices.
Depending on the configuration, the Services may include the following.
INNORIX Cloud
Web Console
Device connectivity
File transfer
Flows and automation
Monitoring and audit
REST API
Agent
CLI
SDK
On-Premises components
Hybrid deployment
Air-Gapped deployment
Object storage connectivity
The features and capacity actually available to the customer depend on the selected Plan, Deployment, and Order Form.
2. Account#
To use the Services, the customer may create an Account or enter into a separate agreement with INNORIX.
The customer is responsible for the following.
Providing accurate Account information
Protecting Account Credentials
Managing user and administrator permissions
Protecting API Keys and Tokens
Managing authorized activity performed through the Account
Removing access from users who no longer require it
If Credential exposure or unauthorized access is suspected, the customer must promptly take reasonably necessary action.
3. Organizations and Users#
Enterprise customers may register one or more users in an Organization.
The customer is responsible for managing users' following permissions within the Organization:
Access permissions
Role
Workspace access
Device management permissions
Transfer and administrative permissions
The number of users itself does not determine the Subscription fee unless separately specified as a pricing metric.
4. Subscription#
Paid Services are provided under the Subscription terms specified in the applicable Pricing, Checkout, or Order Form.
Subscription terms may include the following.
Plan
Subscription Term
Included Devices
Included Traffic
Additional Device pricing
Traffic Overage
Deployment
Add-ons
Currency
Payment frequency
Payment terms
If the Order Form contains separate terms, the Order Form takes precedence for that customer.
5. Annual Commitment#
An annual Subscription is a commitment for the entire applicable Subscription Term.
Even if payments are divided monthly, an Annual Subscription identified as such in the Order Form or Checkout does not become a month-to-month cancellable Subscription.
If the customer stops using or cancels the Services for convenience during the current Subscription Term, the obligation to pay the committed fixed Subscription Fee for the current Term remains.
6. Free and Developer Services#
Developer or free Plans are provided for development, testing, and evaluation purposes.
Free Plans may have different:
Device limits
Traffic limits
API limits
Performance limits
Log retention
Feature availability
limits or conditions.
The Developer Plan is not intended for Production service operation.
Unless otherwise stated, the SLA does not apply to free Services.
7. Device#
A Device means one Endpoint independently connected to and registered with INNORIX.
Depending on the configuration, Devices may include the following.
Physical server
Workstation
Virtual machine
Kubernetes node
Cloud virtual machine
Object storage connection
Other supported Endpoints
Using multiple applications through one Agent on a single operating system does not by itself create additional Devices.
8. Virtual Machines and Kubernetes#
If the INNORIX Agent is independently installed and registered on each Virtual Machine, each VM is counted as a separate Device.
In Kubernetes environments, temporary Pods or Containers that are created and deleted are not themselves counted as Devices.
A Kubernetes Node or equivalent persistent Endpoint independently registered by INNORIX is counted as a Device.
9. Object Storage Connections#
Object Storage may be counted as a Device based on a Connection using independent Credentials and a Storage Endpoint.
Accessing multiple Buckets or Containers through the same authenticated Connection does not by itself create additional Devices.
Separate:
Cloud account
Role
Credential
Storage endpoint
Connections using these separately may each be counted as a separate Device.
10. DR, Standby, Test and Staging#
The standard Device rules apply to equipment registered as independent Endpoints and capable of using the Services, including:
Disaster Recovery
Standby
Test
Staging
A Device is not automatically excluded from Device counting or discounted solely because it is used for DR or Standby.
11. Included and Additional Devices#
Each Plan may include a specified number of Included Devices.
If the customer uses permitted Additional Devices beyond the Included Devices, applicable additional Device charges will apply.
Additional Device pricing is shown in the Pricing or Order Form.
Reducing the number of Devices does not automatically reduce the minimum commitment of the current Subscription.
12. Device Proration#
If an Additional Device is activated during a month, the applicable additional Device charge may be prorated based on the actual number of days used.
The Device activation date is included as a usage day, while days after Deactivation are not.
If a Device is replaced on the same date without increasing the actual number of active Devices, the replacement itself will not result in duplicate additional Device charges.
13. Data Transfer Usage#
Traffic-based usage is measured based on unique File Payload successfully delivered to the Destination.
Billable Traffic includes Payload Data that is actually delivered successfully.
The following are not counted as separate Payload Traffic.
Duplicate retry data
Retransmission of already delivered ranges
Protocol overhead
TLS overhead
HTTP overhead
Control traffic
Heartbeat data
Metadata
Checksums and hashes
14. Partial Transfers#
Even if the entire transfer is not completed, Payload successfully delivered to the Destination may be included in usage.
Undelivered data is not counted as successful Traffic.
15. Retry and Resume#
If a Transfer is retried due to a Network interruption, Process restart, or other reason, data already delivered successfully is not counted as duplicate Usage.
A Retry itself does not create a new Subscription unit.
16. Included Traffic#
Paid Plans may include a specified amount of Traffic.
Included Traffic is shown in the Pricing or Order Form.
Monthly Included Traffic is calculated based on the Calendar Month in the Billing Time Zone applicable to the customer.
Unused monthly Traffic does not roll over to the next month unless otherwise specified in the Order Form.
17. Traffic Overage#
If Included Traffic is exceeded, additional charges may apply based on the Overage Rate for the applicable Plan.
The Overage Rate is shown in the Pricing or Order Form.
Developer or free Plans may apply usage limits instead of allowing paid Overage purchases.
18. Usage Limits#
Plans may be subject to reasonable technical or safety limits separate from the quantities included in the Subscription.
For example, the following limits may apply.
maximum Devices
traffic safety limits
API request limits
concurrent operations
pending operations
security controls
These limits are applied for service stability, security, and abuse prevention.
19. Unlimited Features#
When a feature is described as “Unlimited” under a particular Plan, it means no separate standard usage charge is applied to that feature.
Unlimited features may still be subject to limits for service stability, security, abuse prevention, and reasonable technical safeguards.
INNORIX does not use these technical safeguards as a separate billing unit intended to restrict ordinary commercial use.
20. API#
Unless API usage is separately charged based on Token count, API Tokens or Requests are not treated as separate pricing units.
The API may be subject to the following for Plan enforcement and service stability:
rate limits
burst limits
authentication requirements
security controls
Requests exceeding the API Rate Limit may be temporarily restricted.
21. Fees#
The customer must pay all Subscription Fees, Usage Charges, and Add-on Fees according to the applicable Pricing, Checkout, or Order Form.
Unless otherwise stated:
Fixed Subscription Fees may be billed in advance, and
Usage-based Charges may be billed after usage.
22. Currency#
The Currency displayed to the customer and confirmed in the Order or Checkout is the Billing Currency for that Subscription.
After the agreement begins, the confirmed price for the current Subscription Term is not routinely recalculated solely because of exchange-rate fluctuations.
Pricing applicable at the time of renewal may be used for Renewal.
23. Taxes#
Displayed prices do not include applicable taxes unless otherwise stated.
The customer is responsible for applicable:
VAT
GST
Sales Tax
Other transaction-related taxes
If the customer has a legally valid tax-exempt status, the customer must provide appropriate documentation requested by INNORIX.
24. Withholding Taxes#
If taxes must be withheld by law, the customer must comply with applicable law and provide INNORIX with the relevant official documentation.
If Gross-up terms are specified in a separate Order Form, those terms apply.
25. Payment Methods#
Depending on the customer's Plan and agreement, the following payment methods may be available.
Card
Invoice
Bank transfer
Marketplace
Other approved methods
Card information may be processed through the applicable Payment Provider.
INNORIX may retain Provider References and other information required for Payment processing.
26. Purchase Orders#
If INNORIX requires a Purchase Order, or a PO is required by the customer's procurement process, the customer must provide the required PO information in a timely manner.
Administrative terms in a PO do not unilaterally modify the contractual terms of these Terms or an already executed Order Form.
27. Payment Terms#
Invoice payment terms are shown in the applicable Order Form or Invoice.
For Enterprise Invoices with no separate terms, Net 30
If Net 45, Net 60, or another Payment Term has been agreed, payment is considered within the normal payment period until that due date.
28. Bank Charges#
When using Bank Transfer, the customer is responsible for transfer fees charged by the customer's bank or intermediary banks so that INNORIX receives the full amount shown on the Invoice
29. Invoice Disputes#
If the customer disputes an Invoice, the customer must notify INNORIX with reasonable details within 30 days of the Invoice date.
Obvious duplicate charges or INNORIX calculation errors may be corrected after verification even after that period.
Undisputed amounts must be paid by the normal due date.
30. Billing Corrections#
A finalized Invoice will not be arbitrarily rewritten.
If an overcharge or undercharge is confirmed, INNORIX may make corrections as appropriate through:
Credit
Credit Note
Debit Adjustment
Refund
31. Credits#
The following types of Credit may be applied to a customer account
Prepaid Credit
Promotional Credit
SLA Service Credit
Billing Adjustment
Overpayment Credit
Unless separately agreed, Credit does not represent a cash-equivalent refundable asset.
32. Upgrade#
Where supported, the customer may Upgrade to a higher Plan during the Subscription Term.
An Upgrade may take effect immediately, and the price difference for the remaining period of the current Subscription Term may be prorated and billed.
Once the Upgrade takes effect, the entitlements and limits of the new Plan become available.
33. Downgrade#
As a general rule, a Downgrade of an Annual Subscription takes effect at the next Renewal.
The price or minimum commitment of the current Annual Commitment does not automatically decrease mid-term.
Before a Downgrade takes effect, the customer must adjust usage to comply with the Device or Usage limits of the new Plan.
INNORIX does not arbitrarily delete customer Devices because of a Downgrade.
34. Renewal#
Unless otherwise specified in the Checkout or Order Form, a paid Subscription may automatically renew for the same Subscription period.
The customer may stop renewal before the current Subscription Term ends through supported Account settings or by notifying INNORIX.
At Renewal, then-current pricing may apply. If the Order Form includes a Renewal Cap or separate pricing terms, those terms take precedence.
35. Cancellation#
The customer may stop automatic Renewal.
Cancellation takes effect at the end of the current Subscription Term and does not retroactively cancel the current Annual Commitment.
If the customer voluntarily stops using the Services before the current Subscription Term ends, the obligation to pay the remaining fixed committed amount is not waived.
36. Refunds#
Paid Subscription Fees and Usage Charges are generally non-refundable except in the following cases.
Duplicate charge
Confirmed billing error
Applicable law requires a refund
Where INNORIX approves the refund in writing
Where expressly provided in these Terms, the SLA, or an Order Form
Service issues covered by the SLA are generally handled through SLA Service Credits.
37. Final Usage Charges#
Even if a Subscription ends or is Terminated, the following charges incurred before termination remain payable:
Usage
Additional Device charges
Traffic Overage
Other incurred charges
These charges may be billed through a Final Invoice or subsequent Invoice after termination.
38. Payment Failure and Past Due#
A payment failure does not immediately or automatically terminate all transfers or the Account.
If an amount becomes past due, INNORIX may progressively apply measures including:
Payment notice
Past Due status
Retrying the payment method or requesting Invoice payment
Service restriction
Suspension
39. Suspension#
INNORIX may reasonably restrict or Suspend all or part of the Services in the following circumstances.
Persistent non-payment
Material security risk
Illegal use
Material breach of these Terms
Intentional circumvention of License or Usage limits
Activity that creates a serious risk to the service or other customers
A valid requirement from law or a government authority
Where possible, INNORIX will provide reasonable notice before Suspension.
Where there is an urgent security or legal risk, INNORIX may take necessary action without prior notice.
40. Effect of Suspension#
During Suspension, new operations such as the following may be restricted.
new Runs
new Device registration
write API operations
configuration changes
Where feasible, the customer may retain access to the following information.
Billing information
Invoices
Logs
Receipts
Export functions
Suspension itself does not eliminate unpaid amounts or existing contractual obligations.
41. Acceptable Use#
The customer must use the Services for lawful purposes and in accordance with these Terms.
The customer must not engage in the following activities.
Transmitting illegal files or content
Intentional distribution of Malware or malicious code
Unauthorized access to systems
Unauthorized use of another person's account or Credentials
Circumventing Service security
Attacking the Platform
Intentionally disrupting service operation
Circumventing License or Usage limits
Manipulating Metering information
Duplicating Device identity
Forging signed license or Policy data
Violating Export controls or sanctions
42. Device Limit Circumvention#
The customer must not repeatedly register, deactivate, or delete Devices, or manipulate Device identity, primarily to circumvent Device limits.
Legitimate:
hardware replacement
migration
failure recovery
infrastructure replacement
are not prohibited.
43. Customer Data#
The customer retains its rights in Customer Data.
These Terms do not transfer ownership of Customer Data to INNORIX.
The customer authorizes INNORIX to process Customer Data and related information to the extent necessary to provide the Services.
Processing of Personal Data is governed by the Privacy Policy and, where applicable, the DPA.
44. Customer Responsibilities for Data#
The customer must have the necessary rights to data processed or transferred through the Services.
The customer is responsible for the following.
Lawful collection and use of data
Obtaining required rights and consents
Access rights to the Destination
Customer-managed storage permissions
Customer endpoint security
Compliance with applicable privacy and industry regulations
45. Direct Transfer#
In supported configurations, Customer File Content may be transferred directly between connected devices.
In this case, the INNORIX Control Plane manages device connections, policies, transfer status, and operational information without acting as intermediate storage for the files.
The actual data path may vary depending on the customer's:
Deployment
Routing
Network configuration
Managed service
46. Service Metadata#
INNORIX may process technical information required to provide, secure, Meter, Bill, and support the Services.
This may include the following information.
Device identifiers
IP addresses
Software versions
connection status
transfer metadata
Run and Transfer identifiers
usage records
error information
audit records
Information that constitutes Personal Data is processed in accordance with the Privacy Policy.
47. Data Protection#
Where INNORIX processes Personal Data as a Processor on behalf of the customer, the applicable DPA forms part of these Terms.
48. Security#
INNORIX maintains security measures appropriate to the nature of the Services.
Public information about Security Architecture, Access Control, Data Protection, and operational security is available on the Security page.
The customer remains responsible for the security of Server, Network, Cloud Account, Storage, Credentials, and Endpoints under its control.
49. Subprocessors#
INNORIX may use Subprocessors to operate the Services.
The applicable Subprocessor list and related information are available in the published Subprocessor List.
50. Data Retention and Termination#
After a Subscription ends, the customer may be provided a Read-only Grace Period of up to 30 days where applicable.
During the Grace Period, where supported, the customer may review or Export:
Logs
Receipts
Configuration
Other available operational information
New file transfers and new operational actions are restricted during the Grace Period.
After the Grace Period ends, INNORIX may begin the deletion process for Active Service Data.
Data contained in Backups may be removed according to normal Backup Rotation.
Invoice, Payment, Tax, Contract, and other legally required records may be retained for separate legally required retention periods.
51. Software#
The Software License Terms also apply to the INNORIX Agent, CLI, On-Premises components, SDK, and other Software installed on Customer-managed systems.
Software License Terms →
If these Terms conflict with the Software License Terms regarding Software usage rights, the Software License Terms take precedence for that Software.
52. Third-Party Services#
The Services may connect to Third-party Services such as the following.
Cloud providers
Object storage providers
Identity providers
Monitoring systems
SIEM
Collaboration services
Third-party Services may be subject to separate terms and fees from the applicable Provider
Unless otherwise stated, the customer is responsible for Cloud Egress, Storage, Network, VPN, Direct Connect, ExpressRoute, and other Customer-controlled Infrastructure costs.
53. Service Availability#
Availability commitments for eligible INNORIX-managed Cloud services are defined in the SLA.
The INNORIX Cloud SLA does not automatically apply to Customer-managed Server, Network, Storage, or Cloud Infrastructure.
54. Support#
INNORIX provides technical support for the Services according to the customer's Subscription and agreement.
Support scope may vary based on the following
Plan
Deployment
Support entitlement
Order Form
When requesting Support, the customer may be required to provide technical information reasonably necessary to resolve the issue.
55. Changes to the Services#
INNORIX may modify features to improve the Services and meet security or technical requirements.
INNORIX will make reasonable efforts to provide advance notice of changes that materially affect core functionality of a paid Subscription.
Security issues, legal requirements, or urgent stability issues may require immediate changes.
56. Beta and Preview Features#
Beta, Preview, Experimental, or Early Access features may be provided under different terms from generally available features.
These features may:
Be changed
Be discontinued
Receive limited support
Be excluded from SLA coverage
57. Intellectual Property#
INNORIX and its applicable Licensors retain all intellectual property rights in the following.
Services
Software
Documentation
APIs
Platform technology
trademarks
Updates and improvements developed by INNORIX
The customer receives only the rights expressly granted in these Terms.
58. Restrictions#
Except where mandatorily permitted by law, the customer must not engage in the following activities.
Selling or unauthorized redistribution of the Services or Software
Unauthorized sublicensing
Reverse engineering to obtain Source code
Circumventing License mechanisms
Removing Proprietary notices
Improper use of non-public technology to create a competing product
Interfering with normal operation of the Services
Use requiring Partner, Reseller, or Managed Service rights is subject to a separate agreement.
59. Confidentiality#
Each party must protect non-public information received from the other party that, by its nature, would reasonably be understood as confidential.
Confidential Information may include the following.
non-public technology
security information
business plans
pricing negotiated privately
Customer Data
proprietary documentation
The receiving party will use such information only to perform the agreement and will apply reasonable safeguards.
Information already public, independently developed, or lawfully obtained from a third party is generally not considered Confidential Information.
60. Legal Disclosure#
If disclosure of Confidential Information is required by law or a valid government order, the receiving party may provide advance notice to the other party to the extent permitted by law.
Disclosure will be limited to the extent legally required.
61. Warranties#
INNORIX will use reasonable efforts to provide the Services in a professional and commercially reasonable manner.
To the maximum extent permitted by law, implied warranties not stated in these Terms or the applicable Order Form are excluded.
INNORIX does not warrant results arising from Customer-controlled Infrastructure, Third-party Services, or customer configurations.
62. Intellectual Property Claims#
For a valid claim alleging that Services or Software provided by INNORIX infringe a third party's intellectual property rights, INNORIX may reasonably elect one of the following remedies.
Obtain the right for the customer to continue using it
Modify it to avoid the infringement
Replace it with substantially equivalent functionality
Terminate the applicable Service and refund unused prepaid Subscription Fees
This protection does not apply to claims arising from the following.
Customer modification
Unauthorized use
Customer Data
Combination with components not provided by INNORIX
Unsupported Software versions
63. Exclusion of Indirect Damages#
To the maximum extent permitted by law, neither party will be liable for indirect or consequential damages such as the following.
lost profits
lost revenue
loss of goodwill
indirect business interruption
consequential damages
punitive damages
If applicable law does not permit such a limitation of liability, that law controls.
64. Liability Cap#
To the maximum extent permitted by law, the total cumulative monetary liability of either party arising out of or relating to these Terms and the Services will not exceed the Fees actually paid or payable by that Customer to INNORIX during the 12 months immediately preceding the first event giving rise to liability.
This limitation does not apply to the following obligations.
Customer payment obligations
Liability for intentional unlawful conduct that cannot legally be limited
Liability that may not be limited by law
If the applicable Order Form specifies separate Liability terms, those terms take precedence.
A liability cap based on 12 months of Fees and an exclusion of indirect damages are structures widely used in major B2B service agreements.
65. Termination for Cause#
Either party may terminate the affected agreement or Subscription if the other party materially breaches these Terms or an applicable agreement and fails to cure the breach within 30 days after written notice.
An immediate Suspension or Termination may be necessary in the case of a security risk, illegal activity, or a material breach that cannot be cured.
If the Customer lawfully terminates a Subscription due to INNORIX's uncured material breach, INNORIX will provide a prorated refund of unused prepaid fixed Subscription Fees attributable to the terminated period.
This cure-period and unused prepaid fee treatment structure is also commonly used in enterprise SaaS agreements.
66. Effect of Termination#
When a Subscription ends, the customer's right to use the applicable paid Services also ends.
If an applicable Software License terminates, the customer must stop any Software use that is no longer permitted.
The following obligations incurred before termination:
Fees
Usage Charges
Taxes
Other payment obligations
remain in effect.
67. Assignment#
Neither party may assign this agreement to a third party without the other party's consent.
However, assignment related to the following may be permitted upon notice to the other party.
merger
acquisition
corporate reorganization
sale of substantially all relevant assets
The assignee must assume the obligations under these Terms.
68. Affiliates#
If a customer's Affiliate is permitted to use the Services, the customer is responsible for that Affiliate's compliance with these Terms.
Unless covered by a separate Order Form, Device and Usage amounts may be aggregated under the same Subscription.
69. Export Controls and Sanctions#
The customer must not use or provide the Services or Software in violation of applicable:
export control laws
sanctions
trade restrictions
70. Force Majeure#
Neither party is liable for delay or failure to perform obligations caused by events beyond its reasonable control.
Examples include:
natural disasters
war
government action
widespread telecommunications failure
major Internet disruption
labor disruption
Other events beyond reasonable control
This section does not excuse customer payment obligations already incurred.
71. Notices#
Contractual notices may be provided through any applicable method below.
Account notice
Email
Contact information in the Order Form
Official contractual channels provided by INNORIX
The customer must keep Account and contractual contact information current.
72. Changes to These Terms#
INNORIX may update these Terms to reflect changes in law, products, or service operations.
Changes that materially affect customers during a current fixed Subscription Term will be handled according to the applicable agreement and law.
Price changes do not retroactively modify the currently confirmed Subscription Term and, unless otherwise agreed, apply to new purchases or Renewal.
73. Order of Precedence#
If documents conflict, the following order of precedence applies to the relevant subject.
Customer-specific Order Form or written Amendment
Data Processing Addendum — matters relating to Personal Data processing
Service Level Agreement — matters relating to service availability
Software License Terms — matters relating to installed Software usage rights
These Terms
General Documentation
If a specific document establishes a separate priority for its specialized subject matter, that provision applies.
74. Governing Law#
If governing law and jurisdiction are specified in an Order Form or separate written agreement, those terms apply.
If no separate terms apply, these Terms are governed by the laws of the jurisdiction where the INNORIX contracting entity providing the Services to the customer is registered.
Unless otherwise required by law, disputes will be resolved by the courts having jurisdiction over the principal place of business of that contracting entity.
75. Entire Agreement#
These Terms and the applicable:
Order Form
DPA
SLA
Software License Terms
Other contractual documents expressly incorporated into these Terms
constitute the agreement between the parties regarding the applicable Services.
Conflicting standard terms in a PO or other administrative document issued by the Customer do not modify this agreement unless INNORIX expressly agrees in writing.
76. Severability#
If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.
An unenforceable provision will be applied, to the extent possible, within the lawful scope closest to its original purpose.
77. No Waiver#
A party's failure to immediately exercise a particular right does not constitute a waiver of that right.
A waiver is effective only when clearly expressed in writing.
Related Documents#
Privacy Policy
Information about processing personal information and Account/Service Data.
Security
INNORIX Security Architecture and operational safeguards.
Service Level Agreement
Availability commitments for eligible INNORIX-managed Cloud services.
Data Processing Addendum
Terms applicable when INNORIX processes Customer Personal Data as a Processor.
Software License Terms
Terms for installing and using the Agent, CLI, SDK, and On-Premises Software.
Subprocessors
Relevant external service providers used to operate INNORIX Services.