Terms of Service

“Platform” means the Innovexus unified NOC/SOC dashboard, web application, APIs, Innovexus Client Applications (SaaS Client Pods), and all associated software, services, documentation, and updates provided by Innovexus.

“Innovexus Client Application” (also referred to as “Client Pod”) means the dedicated, isolated SaaS compute environment provisioned for each Customer, which contains the credential vault, authentication engine, RBAC policy engine, and session management capabilities.

“Customer Data” means all data, credentials, configurations, session recordings, logs, and other information that Customer or its Authorized Users input, upload, store, or transmit through the Platform.

“Authorized Users” means individuals who are granted access to the Platform by Customer, including but not limited to Super Admins, Admins, Managers, and Operators.

“Network Devices” means Customer-owned or Customer-managed routers, switches, firewalls, access points, servers, and other infrastructure that connects to or is managed through the Platform.

“Super Admin” means the highest-privilege role within the Platform, being the only role authorized to view, modify, or rotate actual credentials stored in the credential vault for Network Devices.

“Subscription Term” means the period during which Customer has a valid, paid subscription to use the Platform.

Innovexus provides a unified Network Operations Center (NOC) and Security Operations Center (SOC) SaaS platform that includes, but is not limited to:

• Network Operations: Real-time device monitoring, configuration management, IP address management (IPAM), network access device management, and automated alerting
• Security Operations: Threat intelligence, identity services (including Cisco ISE integration), endpoint security monitoring, anomaly detection, and incident response workflows
• Privileged Access Management: AES-256 encrypted credential vaulting, IP-locked session management, automated credential rotation, session recording, and RBAC enforcement
• Compliance & Reporting: SOC 2, NIST, PCI-DSS, and ISO 27001 compliance reporting capabilities
• Collaboration: Shared terminal sessions, NOC/SOC cross-team visibility, and community support forum

The specific features available to Customer depend on the Subscription Tier selected (Operations, Professional, or Enterprise).

3.1 Registration Obligations

You must provide accurate, current, and complete information during registration. You represent and warrant that you have the authority to bind your organization to these Terms. Providing false or misleading information is grounds for immediate termination.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. You must immediately notify Innovexus at [email protected] of any unauthorized access or security breach. Innovexus shall not be liable for any loss or damage arising from your failure to secure your account.

3.3 Role-Based Access Control

The Platform enforces role-based access. Customer is solely responsible for assigning appropriate roles to Authorized Users. The Super Admin role carries the highest privilege level, including access to real device credentials. Customer acknowledges that improper role assignment may result in unauthorized access to Network Devices, and Innovexus bears no liability for access decisions made by Customer.

3.4 Two-Factor Authentication

Innovexus strongly recommends, and may require for certain tiers, the use of two-factor authentication (2FA) for all accounts. Failure to enable 2FA when recommended may limit Innovexus’s liability for unauthorized access incidents.

4.1 Subscription Tiers

• Operations ($249/month): Up to 15 devices, 100 endpoints, 3 users
• Professional ($499/month): Up to 50 devices, 500 endpoints, 10 users
• Enterprise ($999/month): Up to 250 devices, 2,500 endpoints, unlimited users

Annual billing is available at a discounted rate. Custom pricing is available for deployments exceeding Enterprise tier limits.

4.2 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis. All fees are quoted in U.S. Dollars. Payment is due upon invoice. Overdue accounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Refund Policy

All subscription fees are non-refundable except where required by applicable law. If Innovexus materially fails to provide the Platform in accordance with these Terms for a period exceeding thirty (30) consecutive days, Customer may request a pro-rata refund for the unused portion of the then-current Subscription Term.

4.4 Price Changes

Innovexus reserves the right to modify pricing upon sixty (60) days’ written notice. Price changes take effect at the start of the next Subscription Term. Customer may terminate prior to the effective date of a price increase without penalty.

4.5 Suspension for Non-Payment

Innovexus may suspend access to the Platform after fifteen (15) days of non-payment following written notice. Suspension does not relieve Customer of its payment obligations. Customer Data will be retained for thirty (30) days following suspension, after which it may be permanently deleted.

5.1 Ownership

Customer retains all right, title, and interest in Customer Data. Innovexus acquires no ownership interest in Customer Data by virtue of providing the Platform.

5.2 License to Process

Customer grants Innovexus a limited, non-exclusive, non-transferable license to process Customer Data solely for the purpose of providing, maintaining, and improving the Platform. This license terminates upon expiration or termination of the Subscription Term.

5.3 Credential Storage

Network Device credentials stored in the credential vault are encrypted with AES-256 encryption at rest and in transit. Credentials are stored exclusively within Customer’s dedicated Innovexus Client Application and are never transmitted to, stored on, or accessible from Innovexus’s central infrastructure or any other Customer’s environment. Notwithstanding the foregoing, Customer acknowledges that Innovexus cannot guarantee the absolute security of any system, and Customer assumes all risk associated with storing credentials on the Platform.

5.4 Session Recordings

Terminal sessions conducted through the Platform may be recorded for audit, compliance, and security purposes. Session recordings are stored within Customer’s Innovexus Client Application. Customer is responsible for establishing and communicating its own session recording policies to its Authorized Users and any affected third parties in accordance with applicable law.

5.5 Anonymized Data

Innovexus may aggregate and anonymize Customer Data such that it can no longer reasonably identify Customer or any individual. Innovexus may use such anonymized data for analytics, benchmarking, and product improvement purposes without restriction.

5.6 Privacy Policy

Processing of personal data is governed by our Privacy Policy, which is incorporated herein by reference.

You agree not to, and shall ensure that your Authorized Users do not:

• Use the Platform for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation
• Use the Platform to gain unauthorized access to any network, device, system, or data that you do not own or have explicit authorization to manage
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform
• Introduce malware, viruses, worms, trojans, or any other malicious code into or through the Platform
• Interfere with, disrupt, or create an undue burden on the Platform or the networks and servers connected thereto
• Use the Platform to conduct network scanning, penetration testing, or vulnerability assessments against any systems without the explicit written consent of the system owner
• Resell, sublicense, lease, or otherwise transfer access to the Platform without Innovexus’s prior written consent
• Use the Platform to store, transmit, or process any data that you do not have the legal right to possess
• Post abusive, harassing, defamatory, or threatening content in the community forum
• Circumvent or attempt to circumvent any access controls, rate limits, or security measures implemented by the Platform

7.1 Device Ownership

Customer represents and warrants that it owns or has the legal right to manage and configure all Network Devices connected to the Platform. Innovexus has no obligation to verify Customer’s ownership or authorization over Network Devices.

7.2 IP Locking

The Platform enables Customer to restrict Network Device access to connections originating solely from Customer’s Innovexus Client Application. Customer is solely responsible for implementing and maintaining IP-based access restrictions on its Network Devices. Innovexus provides the capability but does not configure Customer’s network infrastructure.

7.3 Credential Rotation

Credential rotation schedules and policies are defined and controlled exclusively by Customer’s Super Admin. Innovexus provides the automation engine; Customer is responsible for establishing rotation frequency appropriate to its security requirements and compliance obligations.

7.4 Configuration Changes

Any configuration changes made to Network Devices through the Platform are made at Customer’s direction and risk. Innovexus is not responsible for service disruptions, data loss, or security incidents resulting from configuration changes initiated by Customer or its Authorized Users.

8.1 Uptime Commitment

• Operations & Professional: 99.5% monthly uptime
• Enterprise: 99.9% monthly uptime with SLA credits

“Uptime” is measured as the availability of the Innovexus web application and API endpoints, excluding scheduled maintenance windows (communicated at least 48 hours in advance) and force majeure events.

8.2 SLA Credits (Enterprise Only)

If monthly uptime falls below 99.9% for Enterprise tier Customers, Innovexus will issue service credits equal to 5% of monthly fees for each full percentage point below 99.9%, up to a maximum of 30% of monthly fees. Credits must be requested within thirty (30) days of the downtime event and are applied to future invoices only.

8.3 Support Response Times

• Operations: Email support, 24–48 hour response
• Professional: Priority support, 4–8 hour response
• Enterprise: 24/7 priority support, 1–2 hour response with dedicated account manager

8.4 Maintenance

Innovexus performs scheduled maintenance during low-traffic windows (typically Sunday 02:00–06:00 ET). Emergency maintenance may be performed without advance notice when necessary to protect the integrity, security, or availability of the Platform.

9.1 Innovexus IP

The Platform, including all software, code, algorithms, user interfaces, designs, documentation, trademarks, and trade secrets, is the exclusive property of Innovexus LLC and is protected by U.S. and international intellectual property laws. These Terms grant you no rights to Innovexus intellectual property except the limited right to use the Platform in accordance with your Subscription.

9.2 Restrictions

You shall not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) remove, alter, or obscure any proprietary notices; (d) use Innovexus trademarks, logos, or branding without prior written consent; (e) benchmark or conduct competitive analysis of the Platform for publication without written consent.

9.3 Feedback

Any suggestions, ideas, feedback, or recommendations you provide regarding the Platform (“Feedback”) are granted to Innovexus on a non-exclusive, royalty-free, perpetual, irrevocable, worldwide basis, with the right to use, modify, and incorporate such Feedback without obligation or compensation to you.

10.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Innovexus, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer’s use of the Platform; (b) Customer’s breach of these Terms; (c) Customer’s violation of applicable law; (d) any claim that Customer’s use of the Platform infringed the rights of a third party; (e) any unauthorized access to Network Devices resulting from Customer’s failure to properly configure access controls or role assignments; (f) any data breach resulting from Customer’s negligence in securing account credentials.

10.2 Innovexus Indemnification

Innovexus shall indemnify Customer against claims that the Platform itself (excluding Customer Data and third-party integrations) infringes a valid U.S. patent or copyright, provided Customer promptly notifies Innovexus in writing, grants Innovexus sole control of the defense, and cooperates as reasonably requested.

11.3 Specific Disclaimers

Without limiting the foregoing, Innovexus shall not be liable for:

• Network outages, device failures, or service disruptions on Customer-owned infrastructure
• Data loss resulting from Customer’s failure to maintain backups
• Security breaches resulting from Customer’s credential mismanagement, improper role assignment, or failure to implement recommended security controls
• Damages arising from Customer’s non-compliance with applicable laws, regulations, or industry standards
• Third-party service failures, including but not limited to ISP outages, DNS failures, and Cisco ISE service interruptions
• Actions taken by Customer’s Authorized Users through the Platform, including erroneous configuration changes to Network Devices

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the exclusions above shall apply to the fullest extent permitted by law.

13.1 Termination by Customer

Customer may terminate these Terms at any time by providing thirty (30) days’ written notice to [email protected]. Termination does not entitle Customer to a refund of prepaid fees for the remainder of the current Subscription Term.

13.2 Termination by Innovexus

Innovexus may terminate or suspend Customer’s access immediately, without prior notice, if: (a) Customer materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) Customer violates the Acceptable Use Policy; (c) Customer’s account is past due for more than thirty (30) days; (d) Innovexus is required to do so by law; or (e) Innovexus reasonably determines that Customer’s use poses a security risk to the Platform or other customers.

13.3 Effect of Termination

Upon termination: (a) all rights granted to Customer under these Terms immediately cease; (b) Customer shall immediately cease all use of the Platform; (c) Innovexus will provide Customer thirty (30) days to export Customer Data, after which Customer Data may be permanently deleted; (d) all credentials stored in the credential vault will be irreversibly purged; (e) the following sections survive termination: Sections 5 (Data and Privacy), 6 (Acceptable Use — for conduct during the term), 9 (Intellectual Property), 10 (Indemnification), 11 (Limitation of Liability), 12 (Disclaimer of Warranties), 15 (Governing Law), and 16 (Dispute Resolution).

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions or orders, pandemics, epidemics, labor disputes, power or internet outages, cyberattacks directed at third-party infrastructure, or failures of third-party service providers. The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the City of Fredericksburg, Virginia, or the U.S. District Court for the Eastern District of Virginia, for the resolution of any disputes arising under or in connection with these Terms.

16.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of not less than thirty (30) days following written notice of the dispute.

16.2 Binding Arbitration

If informal resolution is unsuccessful, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Fredericksburg, Virginia, before a single arbitrator. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

YOU AND INNOVEXUS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable, the entirety of this arbitration provision shall be null and void.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

The Platform may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations (“EAR”) and regulations administered by the Office of Foreign Assets Control (“OFAC”). Customer shall not access or use the Platform in violation of any U.S. export control or sanctions law. Customer represents that it is not located in, or a national or resident of, any country subject to U.S. comprehensive sanctions, and is not on any U.S. government restricted party list.

The Platform may integrate with or contain links to third-party services (including but not limited to Cisco ISE, Supabase, and Cloudflare). Innovexus is not responsible for, and makes no representations or warranties regarding, the availability, accuracy, security, or practices of any third-party service. Your use of third-party services is governed by those services’ own terms and privacy policies. Innovexus shall not be liable for any damages arising from your use of or reliance on third-party services.

The Innovexus community support forum is provided for informational purposes and peer-to-peer assistance. Innovexus does not guarantee the accuracy, completeness, or reliability of any information posted by users or Innovexus personnel in the forum. Responses in the forum do not constitute official technical support, professional advice, or a binding commitment by Innovexus. Customer shall not post any confidential information, credentials, personal data, or proprietary configurations in the forum.

Innovexus reserves the right to modify these Terms at any time. Material changes will be communicated via email to the address associated with your account and/or through an in-Platform notification at least thirty (30) days prior to the effective date. Continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must cease use of the Platform and terminate your account prior to the effective date.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Form or Statement of Work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: Customer may not assign or transfer these Terms without Innovexus’s prior written consent. Innovexus may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.