Terms of Service (User)

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

BY USING THE SERVICES, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between the applicable Auvik entity identified in the Region Specific Terms referenced in Section 8(i) below (Auvik), and the user agreeing to these terms (User). For purposes of this agreement, Customer means the applicable customer or MSP that has subscribed to the Services under an agreement with Auvik.

1. SOFTWARE SERVICES

This agreement governs User’s access to and use of a monitoring and management web-based software service, including, without limitation, its features, functions, user interface, and underlying software (Services), through the Customer or an organization authorized by Customer that authorized User’s access.

The provision and use of certain features or Services are subject to Auvik’s Service Specific Terms, which are located at https://www.auvik.com/privacy-and-legal/service-specific-terms/ and incorporated for all purposes into this agreement by reference.

2. USE OF SERVICES

  1. User Data. User represents and warrants to Auvik that User has provided all required notices and has obtained all required licenses, permissions, and consents regarding User data for use within the Services under this agreement. User grants Auvik the right to use the User data to provide, secure, support, operate, maintain, improve, and develop the Services and otherwise perform under this agreement.
  2. User Responsibilities. User: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for User data and all activity in its account in the Services; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Auvik promptly of any such unauthorized access; (iv) must not submit to or process through the Services any sensitive personal information or any personal data that is not reasonably necessary for User’s use of the Services; and (v) may use the Services only in accordance with Auvik’s then-current technical, user, administrator, and support documentation for the Services  (Documentation) and applicable law.
  3. Third Party Services. The Services support integrations and other connections to certain third-party services (Third Party Services), and these integrations and other connections depend on the continuing availability of and access to such Third Party Services, including application programming interfaces, for full functionality of the Services. User must have the rights necessary for User’s use of Third Party Services in connection with the Services.
  4. Access to Managed Environment. In order to use the Services, the Local Software (defined below) must be downloaded and installed on the network environment(s), devices or applications, as applicable, that are being managed with the Services (Managed Environment) by or on behalf of Customer or an organization  authorized by Customer. As part of the use of the Local Software, User authorizes (i) remote communication between the Services and the Managed Environment; (ii) the Services to scan and evaluate the Managed Environment; (iii) the Services to monitor, manage and facilitate or implement authorized changes to the Managed Environment; and (iv) the transfer of collected data to the Services. User represents and warrants to Auvik that User has authority for actions User initiates or approves through the Services. User is solely responsible for configuring its Managed Environment for adequate security and protection to the extent under User’s control. User is responsible for applying independent business judgment with respect to use of the Services and any decisions from the use of the Services. User is responsible for reviewing the suitability of any commands, scripts, configurations, schedules, target devices, or other instructions User initiates or approves through the Services before implementation.
  5. Local Software. The software (collector, agent, extension or similar local software) provided by Auvik as part of the Services (Local Software) is licensed to User as follows: Auvik grants User a non-exclusive, revocable, non-transferable license, to use and copy such software in accordance with its Documentation, solely in connection with the Services, subject to the applicable agreement between Auvik and Customer.
    • Updates. The Services may automatically check the version of the Local Software and User may be required to use updates to the Local Software to enable the Services to properly perform, which may be automatically downloaded to the Managed Environment. User consents to such automatic updates, which may occur without notice.

3. DISCLAIMER

AUVIK DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE AUVIK TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, AUVIK DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. USER UNDERSTANDS AND AGREES THAT THE SERVICES MAY NOT BE ERROR-FREE AND USE OF THE SERVICES MAY BE INTERRUPTED, AND AUVIK IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICES ISSUES. AUVIK IS NOT LIABLE FOR PROBLEMS INHERENT IN USE OF THE INTERNET OR FOR ISSUES RELATED TO USER’S COMPUTERS, NETWORK OR CLOUD PROVIDER ACCOUNTS, OR FOR DECISIONS USER MAKES REGARDING ITS CONFIGURATION OF THE SERVICES. THE SERVICES ARE ONE TOOL IN MONITORING, MANAGEMENT, AND OPERATIONAL DECISION-MAKING AND DO NOT REPRESENT A SHIFT IN RESPONSIBILITY FOR USER’S SYSTEMS, NETWORKS, DEVICES, APPLICATIONS, CLOUD ACCOUNTS, OR MANAGED ENVIRONMENTS.

4. MUTUAL CONFIDENTIALITY AND DATA LOCATION

  1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Auvik’s Confidential Information includes, without limitation, the Services, pricing information, and the Local Software. User’s Confidential Information includes, without limitation, the User data.
  2. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who are bound by confidentiality obligations with Recipient that are not materially less protective than the confidentiality terms in this agreement. For purposes of this agreement, Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where control means  ownership of at least 50% of its voting interests.
  3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order if such notice is permitted by applicable law or the relevant court order.
  4. Data Security and Location and Sub-Processors.
    • Data Security. Auvik’s obligations regarding data security are set out in the applicable subscription services agreement between Auvik and Customer.
    • Selection of Data Storage Region. The selection of the region where the data processed through the Services will be stored is made by Customer. More information on Auvik’s data storage regions is located at: Auvik Regions article.
    • Sub-Processors. Auvik has standard security controls to verify that its sub-processors’ security controls are substantially no less protective of data processed through the Services than Auvik’s applicable security controls. Auvik’s Data Processing Addendum applies to the processing of personal data to the extent provided in that addendum and is incorporated into the applicable subscription agreement by reference.  More information is available in Auvik’s sub-processor list: https://www.auvik.com/sub-processors/.
  5. Privacy Policy. Any use of personal information collected by Auvik in its role as controller, is governed by Auvik’s Privacy Policy.

5. PROPERTY

  1. Reservation of Rights. Auvik and its licensors are the sole owners of the Services and the Local Software, including all associated intellectual property rights, and they remain only with Auvik. User may not remove or modify any proprietary marking or restrictive legends in the Services or Local Software. Auvik reserves all rights that are not expressly granted in this agreement.
  2. Restrictions. User may not : (i) sell, resell, rent, or lease the Services or use the Services in a service-provider capacity; (ii) use the Services to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; (v) reverse engineer the Services or the Local Software except as allowed by applicable law despite this limitation; (vi) access the Services or use the Local Software to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes; or (vii) use the Services or Local Software for High Risk Activities. “High Risk Activities” means activities where use or failure of the Services or Local Software could reasonably be expected to lead directly to death, personal injury, or severe physical or environmental damage, including life support systems, emergency dispatch or response systems, nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, or other environments requiring fail-safe performance. Auvik may suspend Services to User if Auvik believes in good faith that User’s use of the Services poses an imminent threat to the security, availability or legality of the Services; in such event, Auvik will work with User to address the issue and restore Services as quickly as possible.
  3. Usage and Statistical Information. Auvik may compile statistical information and metadata related to the configuration, use, operation, and performance of the Services and may use, disclose and make such information available to third parties or publicly available in aggregated, anonymized, or de-identified form for Auvik’s business purposes, including improving and developing its products and services, provided that such information does not identify Customer or any individual, and there is no reasonable means to re-identify Customer or any individual. Auvik retains all intellectual property rights in such usage and statistical information.

6. TERM AND TERMINATION

  1. Term. This agreement continues until the earlier of: the expiration or termination of the applicable subscription with Auvik, the organization that granted User access terminates such access, or Auvik terminates this agreement as allowed by applicable law or the applicable agreement with Customer.
  2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 15-day notice/cure period if the breach has not been cured.

7. LIABILITY LIMIT

  1. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AUVIK IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
  2. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR THE INFRINGEMENT OR MISAPPROPRIATION BY EITHER PARTY OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, AUVIK’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED $500.

8. OTHER TERMS

  1. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. Auvik may update this agreement by  posting an updated version on its website or by providing notice to User through the Services or by email. Unless otherwise stated in the notice, updates will become effective 30 days after posting or notice. User’s continued use of the Services after the effective date constitutes acceptance of the updated agreement. No other modification or waiver of any term of this agreement is effective unless set forth in writing and signed by both parties.
  2. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that this agreement may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all a party’s businesses or assets, not involving a competitor of the other party, or at any time to an Affiliate.
  3. Export Compliance. The Services, the Local Software, Documentation, and Confidential Information may be subject to export laws and regulations of Canada, the United States and other jurisdictions. Each party represents that it is not named on any Canadian or U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Services in a U.S.-embargoed country or in violation of any applicable export law or regulation.
  4. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party’s Affiliates.
  5. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, general internet disruptions, and disruptions in the supply of utilities.
  6. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
  7. Survival of Terms. All provisions of this agreement regarding confidentiality, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.
  8. Feedback. If User provides feedback or suggestions about the Services, then Auvik (and those it allows to use its technology) may use such information without obligation to User. User can also submit ideas to Auvik’s Idea Portal as described at: https://www.auvik.com/franklyit/blog/auvik-idea-portal
  9. Auvik Contracting Entity, Notices, Governing Law, and Venue. The Auvik entity entering into this agreement, the law that will apply in any dispute arising out of or in connection with this agreement, and the exclusive forum where any such dispute will be resolved, depend on where User is domiciled, as outlined in Auvik’s Region Specific Terms. The Region Specific Terms are located at https://www.auvik.com/privacy-and-legal/region-specific-terms/ and incorporated for all purposes into this agreement by reference.

[Effective November 2, 2026]