Terms & Conditions 

Network Optix, Inc.

Last Updated: August 28, 2026

These Terms and Conditions supplement and are subject to Nx's Terms of Use, which govern your general use of this website; in the event of a conflict, these Terms and Conditions control with respect to billing, service, and support matters.

SECTION 1. SCOPE; APPLICABILITY

These Terms and Conditions ("T&Cs") apply to any customer of Network Optix, Inc. ("Company") that either: (a) has executed a Reseller Agreement, Customer Agreement, or other commercial contract with Company governing that customer's relationship with Company (an "Agreement"); or (b) has submitted an Order to, or purchased Software Solutions or Services from, Company at any time within the preceding twelve (12) months, whether or not that customer has executed an Agreement (in either case, "Customer"). T&Cs are incorporated into, and form part of, each Agreement (where one exists) and each Order, and govern all Orders, Subscriptions, and invoices for Company's software-as-a-service solutions, software products, and related services (collectively, "Software Solutions," "Services," "Subscriptions," and "Subscription Keys" as defined below).

Where Customer has an Agreement with Company, these T&Cs have no effect independent of that Agreement: they take effect when the Agreement takes effect, remain in effect for so long as the Agreement remains in effect, and terminate automatically upon the Agreement's termination or expiration, as described further in Section 13.

Where Customer does not have an Agreement with Company, these T&Cs apply on a rolling basis tied to Customer's ordering activity: they take effect upon Customer's first Order or purchase, and remain in effect — and automatically renew — for so long as Customer submits at least one Order or makes at least one purchase within each preceding rolling twelve (12)-month period. If Customer has not submitted an Order, enabled a subscription or subscription keys, or made a purchase within the preceding twelve (12) months, these T&Cs cease to apply to Customer on a going-forward basis, without affecting any rights or obligations that accrued under a prior Order.

In the event of any conflict between an Agreement and these T&Cs, the Agreement controls. The order of precedence is otherwise: (a) the Agreement (where one exists), (b) an executed Order, (c) T&Cs, then (d) the general Website & Software Terms of Use.

SECTION 2. DEFINITIONS

"Agreement" means the signed Reseller Agreement, Customer Agreement, or other commercial contract between Customer and Company that incorporates these T&Cs, as described in Section 1.

"Fees" means the Product Fee and Services Fee payable for the Software Solutions.

"Order" means a written purchase order submitted by Customer and accepted by Company identifying the applicable product/SKU, quantity, unit price, and total balance due.

"Product Fee" and "Services Fee" mean the amounts specified in the applicable Order or then-current Price Book for Products and Services, respectively.

"Products" means Company's proprietary software products, in object code form, and any subsequent revisions or releases.

"Services" means Company's proprietary software-as-a-service (SaaS) solutions, including the applicable version and release of Company's software, and any OEM customizations thereof, including without limitation rebranded, white-labeled, or otherwise modified versions of Company's software configured for a specific OEM partner or brand.

"Software Solutions" means the Products, the Services, and related documentation.

"Solution Key" / "Subscription Key" means a unique, prepaid service key entitling activation and use of the Software Solutions for a specified number of channels over a fixed Activation Period.

"Subscription" means a Customer's ongoing entitlement to Services for a defined term, as reflected in Nx Connect.

“Nx Connect” is a cloud-based subscription management portal included with the enterprise edition of Software Solutions. It provides channel partners a commercial provisioning layer for managing organizations, subscription services, billing, and reseller hierarchies — independent of VMS site video data and configuration.

SECTION 3. ORDERS AND PROVISIONING

Company may accept Orders from any Customer as described in Section 1, whether or not that Customer has executed an Agreement. Customer initiates purchases, amendments, extensions, and other modifications to a Subscription by submitting an Order, including through Nx Connect where applicable. No Order is binding on Company until accepted; Company may reject an Order in whole or in part, and partial acceptance does not constitute acceptance of the entire Order. No terms on Customer purchase orders, invoices, or similar documents will add to or modify the Agreement (if any), these T&Cs, or any Order, regardless of any language to the contrary on such documents.

SECTION 4. FEES AND PAYMENT

4.1 Fees

Customer will pay the Fees. Company's obligation to activate or continue Customer's access to the Services is subject to timely payment of the applicable Fees.

4.2 Invoicing; Currency

Fees are invoiced in U.S. Dollars on a monthly basis (or as otherwise specified in the Order), no later than twelve (12) months from the date of delivery of the applicable Services or Products.

4.3 Payment Terms; Late Payments

Amounts not disputed in good faith under Section 4.5 are due per the payment terms stated on the invoice. Interest accrues on delinquent amounts at 1.5% per month or the maximum rate permitted by law, whichever is less, from the due date, and Company may recover reasonable costs of collection, including attorneys' fees.

4.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, withholding, and similar taxes and duties arising from this arrangement, excluding taxes based on Company's net income. Customer will provide any applicable tax-exemption documentation upon Company request.

4.5 Invoice Disputes

Customer may dispute an invoiced amount by written notice within five (5) business days of receipt, specifying the nature and amount of the dispute. The parties will use commercially reasonable efforts to resolve any good-faith dispute within thirty (30) days. Undisputed amounts remain due per Section 4.3.

4.6 Suspension for Non-Payment

Company may suspend or discontinue Customer's access to the Services if Fees remain unpaid for thirty (30) days past the invoice due date. Where Customer is a reseller or channel partner, Company may notify Customer's downstream customers of an impending suspension or termination for non-payment, and Customer consents to such notice for this limited purpose.

SECTION 5. SUBSCRIPTION KEYS

The purchase price of a Subscription Key equals the Monthly Usage Fee multiplied by the number of authorized channels multiplied by the number of months in the Activation Period, credited against subscription usage over that period. The full credit becomes available upon activation; any unused balance expires at the end of the Activation Period. A Subscription Key must be activated within three (3) years of its release date to Customer or it expires. Unused credits are forfeited and non-refundable.

SECTION 6. SERVICE LEVEL AGREEMENT

Company will use commercially reasonable efforts to meet the availability, incident response, and incident resolution commitments below for the Services ("Service Commitments"). All percentages and timeframes are measured per five-minute interval during Business Hours, excluding scheduled maintenance communicated within its notice window, and excluding Unavailability caused by Customer's environment, equipment, domains, or credentials.

6.1 Availability and Service Credits

6.2 Incident Response and Resolution

6.3 Service Credits — Calculation and Process

Service Credits are dollar credits equal to the applicable percentage of Customer's total Fees for the affected monthly billing cycle, subject to a 30% cap per cycle; where multiple breaches occur in one cycle, only the single highest credit applies. Credits accrue only if the monthly aggregate exceeds US $1.00, and apply against future payments (or, at Company's discretion, the original payment method).

To request a credit, Customer must submit a support ticket titled "SLA Credit Request" with documentation of the missed commitment (date/time and corroborating logs, sensitive data redacted) no later than the end of the second billing cycle following the missed commitment. Approved credits are issued within one subsequent billing cycle.

6.4 SLA Exclusions

The Service Commitments do not apply to Unavailability or performance issues caused by: force majeure or Customer's internet/third-party network; Customer's refusal of recommended changes or delayed approvals; Customer or third-party equipment or software; Company's suspension or termination of Customer's access under these T&Cs; or unauthorized use of Customer's account credentials.

SECTION 7. SUPPORT

Company provides technical support for the Services in accordance with its then-current support policy. Where Customer is a channel partner reselling Software Solutions to its own end users under a separate Reseller Agreement, tiered support responsibilities (Level 1/2/3) are as set forth in that Reseller Agreement rather than in these T&Cs.

SECTION 8. INTELLECTUAL PROPERTY

All right, title, and interest in and to the Software Solutions, and all related Intellectual Property Rights, remain with Company and its licensors. Except as expressly granted in an applicable Order or license, no license or right of any kind is granted to Customer, including any right to copy, modify, reverse engineer, or create derivative works of the Software Solutions.

SECTION 9. WARRANTIES

COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE SOLUTIONS OR THESE T&CS, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT FOR THE SERVICE COMMITMENTS EXPRESSLY STATED IN SECTION 6.

SECTION 10. LIMITATION OF LIABILITY

NEITHER PARTY (NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES) WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THESE T&CS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE T&CS EXCEED THE FEES PAID BY CUSTOMER IN THE TRAILING TWELVE (12) MONTHS OR $100,000, WHICHEVER IS LESS, REGARDLESS OF THE THEORY OF LIABILITY.

SECTION 11. INDEMNIFICATION

11.1 By Company

Company will defend Customer against any third-party claim that the Software Solutions infringe a U.S. copyright or misappropriate a trade secret, and will indemnify Customer against damages and costs finally awarded, excluding claims arising from (a) combination of the Software Solutions with other products, (b) modifications made at Customer's direction, or (c) use of Customer's own marks.

11.2 By Customer

Customer will indemnify, defend, and hold harmless Company from claims arising out of (a) Customer's marketing, resale, or use of the Software Solutions in violation of these T&Cs; (b) unauthorized statements or warranties made by Customer regarding the Software Solutions; (c) Customer's failure to pay applicable taxes or Fees; or (d) Customer's negligence, willful misconduct, or breach of these T&Cs.

11.3 Procedure

The indemnified party must promptly notify the indemnifying party of any claim and provide reasonable cooperation; the indemnifying party controls the defense and may not settle any claim in a manner admitting fault by the indemnified party without its consent.

SECTION 12. COMPLIANCE WITH LAWS; DATA PRIVACY

Each party will comply with applicable laws relating to its performance under these T&Cs, including data-privacy laws such as the CCPA, GDPR, and successor EU legislation, to the extent applicable to the Software Solutions.

SECTION 13. TERM AND TERMINATION

Where Customer has an Agreement with Company, these T&Cs remain in effect for so long as, and only for so long as, the Agreement remains in effect. As applied to that Customer, these T&Cs have no independent term and no independent right of termination; they terminate automatically, without further action by either party, upon the expiration or termination of the Agreement in accordance with the Agreement's own termination provisions.

Where Customer does not have an Agreement with Company, these T&Cs remain in effect, and automatically renew, on the rolling twelve (12)-month basis described in Section 1. As applied to that Customer, either party may additionally terminate these T&Cs at any time on written notice, effective immediately, without affecting any rights or obligations that accrued under a previously accepted Order.

Upon termination or expiration of the Agreement, or, for a Customer without an Agreement, upon termination or lapse of these T&Cs as described above: all licenses to the Software Solutions end (except any perpetual license expressly granted in an Order); Customer must cease use and, at Company's request, certify destruction/return of Company property; all outstanding Fees become immediately due; and Sections 4, 8, 9, 10, 11, 13, and 15–20 survive.

SECTION 14. FORCE MAJEURE

Neither party is liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, governmental action, fire, flood, epidemic, or labor disputes.

SECTION 15. EQUITABLE REMEDIES

Customer acknowledges that any actual or threatened breach of Company's Intellectual Property Rights would cause irreparable harm for which monetary damages are an inadequate remedy, entitling Company to seek injunctive relief in addition to any other available remedy.

SECTION 16. DISPUTE RESOLUTION; GOVERNING LAW

These T&Cs are governed by California law, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Contra Costa County, California. The prevailing party in any action is entitled to recover its reasonable costs and attorneys' fees.

SECTION 17. NOTICES

Notices must be in writing and delivered by hand, certified mail, recognized overnight courier, or email, to the addresses on the applicable Order or invoice, or as otherwise designated in writing.

SECTION 18. NO WAIVER; SEVERABILITY

A party's failure to enforce any provision is not a waiver of that provision. If any provision is held unenforceable, the remainder of these T&Cs remains in full force and effect.

SECTION 19. ENTIRE AGREEMENT

Where Customer has an Agreement with Company, the Agreement, together with these T&Cs and any Order issued thereunder, constitutes the entire agreement between the parties regarding the Software Solutions and Services described herein, and supersedes all prior understandings on that subject matter. Where Customer does not have an Agreement with Company, these T&Cs, together with the applicable Order, constitute the entire agreement between the parties for that Order. Company may update these T&Cs from time to time by posting a revised version at the URL referenced on Company invoices; changes apply prospectively to Orders and invoices issued after the effective date of the update, and do not modify the terms of an Agreement itself unless the Agreement is separately amended in writing by the parties.

SECTION 20. CONTACT

Questions regarding these T&Cs, billing, or an invoice should be directed to Network Optix, Inc., 975 Ygnacio Valley Rd, Walnut Creek, CA 94596, or legal@networkoptix.com.