Uplivra

Uplivra Terms of Service and End User License Agreement

Version 2026-10 (draft for legal review). This draft was prepared to set out the terms Uplivra Technologies LLC intends to use. It is not legal advice and has not yet been reviewed by an attorney. It must be reviewed and completed by a licensed attorney before it is relied on. Items in [brackets] must be completed.

These terms are an agreement between Uplivra Technologies LLC ("Uplivra", "we") and the organization that installs, accesses or uses the Uplivra software or services ("Customer", "you"). The person accepting confirms they have authority to bind the Customer. If you do not agree, do not install or use the software.

1. Definitions

  • Software: the Uplivra server, collector, log collector, router mode, appliance images, installers, updates and documentation, in any form.
  • Portal: Uplivra's website and customer portal where accounts, licenses, purchases and downloads are managed.
  • Modules: separately licensed features (for example Core, Network Pro, Log Intelligence, Compliance & Evidence, MSP multi-tenant).
  • Device: a network device, server, endpoint, cloud resource or other monitored item counted for licensing as described in the Portal.
  • Customer Data: monitoring results, logs, configurations, flow records, packet captures, credentials and other data the Software collects or stores for you.
  • Partner: an MSP or reseller approved under Uplivra's partner program.
  • Tenant: a customer organization managed by an MSP within one installation.

2. License grant

Subject to these terms and payment of applicable fees, Uplivra grants you a non-exclusive, non-transferable, non-sublicensable license during the subscription term to install and use the Software for your internal business purposes (or, for Partners, to provide services to their customers under the partner terms), limited to the Modules and quantities you have licensed. The free tier is licensed on the same terms for the quantities stated in the Portal.

3. Restrictions and tamper prohibition

You must not, and must not allow anyone to:

  1. copy, modify, adapt, translate or create derivative works of the Software, except configuration the Software is designed to accept;
  2. reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive source code, algorithms or internal structure, except to the limited extent applicable law expressly permits despite this restriction;
  3. tamper with, bypass, disable or interfere with license keys, license checks, device counting, integrity checks, update signatures or any security or protection mechanism, or use any modified, patched or unofficial build;
  4. remove or alter any proprietary notices, labels or marks;
  5. exceed licensed quantities, share license keys, or use one license for more installations than permitted;
  6. rent, lease, lend, sell, sublicense or provide the Software as a service to third parties, except as a Partner under the partner terms;
  7. use the Software to build a competing product, or publish benchmarks without Uplivra's written consent; or
  8. use the Software in violation of law, including laws on interception of communications, privacy and export control.

Tampering with the Software or its license mechanisms is a material breach of these terms. Uplivra may suspend or terminate your license immediately, recover unpaid fees for any use beyond your license, and pursue all remedies available at law or in equity, including injunctive relief and damages. The Software records integrity and licensing information that may be used as evidence.

4. License keys, check-ins and metering

The Software uses signed license keys and periodically contacts Uplivra's licensing service to confirm entitlements and report counts of licensed items (for example device counts, module usage, software version and an installation identifier). No monitoring results, logs, credentials or other Customer Data are sent in these check-ins. If the Software cannot reach the licensing service, it continues to work for a grace period described in the Portal. When a license lapses, paid Modules stop and the installation falls back to the free tier; Customer Data is not deleted by Uplivra.

5. Fees, payment and renewal

Fees are as shown in the Portal or your order. Subscriptions renew automatically for the same term unless cancelled before renewal in the Portal; Uplivra will send renewal reminders where required by law. Fees are exclusive of taxes. Overages above licensed quantities are billed at the then-current rates (true-up). Uplivra may change prices for future terms with at least 30 days' notice. [Refund policy to be completed.]

6. Customer Data

You own your Customer Data. Uplivra receives no rights to Customer Data except as needed to provide services you request (for example support you initiate, or the managed AI feature if you enable it). The Software is self-hosted: Customer Data stays on systems you control unless you configure it to be sent elsewhere (for example off-site log copies, ticketing systems, AI providers or cloud accounts). You are responsible for the lawful collection of Customer Data and for backups.

7. Privacy and data processing

Uplivra processes account and billing information (names, email addresses, phone numbers, company details) to provide the Portal, licensing, support and, where you consent, marketing. See the Privacy Policy at [URL]. Where Uplivra processes personal data on your behalf (for example the managed AI feature), the Data Processing Addendum at [URL] applies.

8. Security responsibilities

Uplivra designs the Software with security in mind and provides security updates. You are responsible for securing the systems on which you run the Software, protecting administrator accounts and credentials, applying updates, restricting network access, keeping backups, and configuring the Software appropriately. Uplivra recommends testing every update in a lab or development environment before production.

9. Acceptable use

You may monitor, capture traffic from, scan or collect logs only from networks and systems you own or are authorized to monitor, and only in compliance with applicable law. Packet capture, log collection and remote actions (automation, configuration backup) may be regulated; you are responsible for obtaining any required notices and consents.

10. Updates and upgrades

Uplivra may provide updates, including security updates, through the Portal and the Software's update feature. Updates are signed; the Software refuses unsigned or altered updates. Automatic updates are off unless you turn them on. You should test updates in a lab or development environment before applying them to production systems. Uplivra supports the current release and the previous [two] releases.

11. Appliances and third-party components

Appliance images include an operating system (Ubuntu) and third-party open-source components, each under its own license, listed in the Software's notices. Router mode configures open-source programs (for example FRRouting, strongSwan, nftables, keepalived and conntrack-tools) that are licensed under their own terms, including the GNU GPL; source code for those components is available from their projects and on request as their licenses require. Nothing in these terms limits your rights under those licenses. Operating system updates for appliances are delivered through Uplivra's update service; optional Ubuntu Pro/ESM subscriptions are governed by Canonical's terms.

12. AI features

AI features may produce incomplete or incorrect output. Review suggestions before acting on them. When you enable the managed AI feature, the questions and context you send (with passwords and keys masked) are processed by Uplivra's model provider under the Data Processing Addendum. When you use your own provider key, your agreement with that provider governs.

13. Beta features

Features marked beta, preview or early access are provided as is, may change or be withdrawn, and are excluded from any service levels.

14. Compliance features

Compliance & Evidence and related features help collect evidence and track controls. They do not certify compliance with any standard or law. Assessors, auditors and regulators decide compliance.

15. Support

Support is provided as described for your plan in the Portal. [Support hours, severities and response targets to be completed.]

16. Partners (MSPs and resellers)

Partners must accept the partner terms, pass on to their customers terms at least as protective of Uplivra as sections 3, 9, 14, 17 and 18, and are responsible for their customers' use. MSPs are responsible for the separation and security of their Tenants' data within their installations. Partner discounts do not apply to Core.

17. Warranty disclaimer

Uplivra warrants for 30 days from purchase that the Software will perform substantially as described in its documentation; your remedy is repair, replacement or refund of fees paid for the affected Module. Otherwise the Software and services are provided "as is" and "as available". To the maximum extent permitted by law, Uplivra disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. Uplivra does not warrant that the Software will detect every outage, fault, intrusion or security event, or that it will be uninterrupted or error-free.

18. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business, and each party's total liability is limited to the fees paid or payable by you in the 12 months before the claim. These limits do not apply to your payment obligations, your breach of section 3 (including tampering), or either party's indemnity obligations, or where the law does not allow them.

19. Indemnities

Uplivra will defend you against third-party claims that the Software infringes intellectual property rights and pay resulting damages and costs finally awarded, subject to prompt notice and control of the defense. You will defend Uplivra against third-party claims arising from your Customer Data, your unlawful monitoring, or your breach of sections 3 or 9.

20. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for this agreement.

21. Intellectual property and feedback

Uplivra and its licensors own the Software and all intellectual property in it. Uplivra may use feedback you provide without obligation.

22. Audit

Once a year, on 30 days' notice, Uplivra may verify your compliance with license quantities, for example by reviewing usage reports the Software produces.

23. Term and termination

These terms apply while you use the Software. Either party may terminate for the other's material uncured breach after 30 days' notice (immediately for breach of section 3). On termination your license ends; you may export Customer Data for 30 days, which remains on your own systems.

24. Export and sanctions

The Software includes encryption and is subject to export control and sanctions laws. You will not export, re-export or provide access to the Software in violation of those laws or to sanctioned persons or countries.

25. General

These terms (with orders, the partner terms and addenda) are the entire agreement. Neither party may assign without consent, except in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. Notices go to the addresses in the Portal. Governing law: [State], United States; venue: [county/courts]. [Optional arbitration clause.]

26. Changes

Uplivra may update these terms. For renewals and new installations the current version applies; material changes will be notified at least 30 days in advance. The version accepted and when is recorded by the installer and the Portal.