NodeSource Universal Terms of Service

Last updated Jun 19 2025

IMPORTANT – READ CAREFULLY: This Universal Terms of Service (the “Agreement”) is a legal agreement between you and any company you represent (collectively, “Customer,” “you,” or “your”) and NodeSource, Inc. (“NodeSource,” “we,” “our,” or “us”).

This Agreement governs your access to and use of all NodeSource software, whether installed on-premise or accessed as a hosted Software-as-a-Service (SaaS) solution, including but not limited to N|Solid, N|Solid Copilot, and N|Sentinel, and any related support, documentation, or other services NodeSource provides (collectively, the “Products”).

By clicking “I Accept,” executing an Order Form that references this Agreement, or using any of the Products, you agree to be bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Products.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Authorized User” means your employees, consultants, contractors, or agents whom you authorize to use the Products on your behalf and who are bound by obligations of confidentiality and use restrictions at least as protective as this Agreement.
“Customer Data” means any data, code, information, or material that you or your Authorized Users submit, upload, or cause to be processed by the Products. Customer Data does not include Service Data.
“Documentation” means any documentation, user guides, or other materials provided by NodeSource related to the Products.
“Order Form” means the ordering document or online order page for the Products, specifying the Subscription Term, applicable fees, and usage limits, which is agreed to by you and NodeSource.
“Privacy Policy” means the NodeSource Privacy Policy available at nodesource.com/legal/privacy, which is incorporated by reference into this Agreement.
“Service Data” means technical, diagnostic, and usage data derived from the operation of the Products, including but not limited to performance metrics, system logs, CPU usage, and other telemetry data as further described in our Privacy Policy. For clarity, Service Data does not include the content of Customer Data, such as source code, unless you explicitly provide it for analysis (e.g., pasting a code snippet into an AI feature).
“Subscription Term” means the period during which you are authorized to use the Products, as specified in your Order Form.

2. Use of Products

2.1. Grant of Rights. Subject to your compliance with this Agreement and the applicable Order Form, NodeSource grants you a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Products solely for your internal business operations, within the usage limits specified in your Order Form.

2.2. Acceptable Use and Restrictions. You agree not to, and not to permit your Authorized Users or any third party to: (a) License, sell, rent, lease, transfer, assign, or otherwise commercially exploit the Products; (b) Decompile, disassemble, or reverse engineer the Products, except to the extent such a restriction is prohibited by applicable law; (c) Use the Products to build a competitive product or service; (d) Interfere with or disrupt the integrity or performance of the Products, or cause undue strain on our network or systems; (e) Use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) Remove or obscure any proprietary or other notices contained in the Products or Documentation.

2.3. Customer Responsibilities. You are responsible for all activities conducted under your and your Authorized Users’ accounts. You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all necessary rights and consents for its use with the Products. You will use reasonable efforts to prevent unauthorized access to or use of the Products and will notify NodeSource promptly of any such unauthorized access or use.

2.4. Free, Trial, or "Developer Tier" Use. If you are using a free, trial, or "Developer Tier" version of the Products, your use is subject to any additional terms specified by NodeSource and is permitted only for the period designated by us. We may terminate your right to use a free or trial version at any time for any reason without liability. ANY DATA YOU ENTER INTO A FREE OR TRIAL PRODUCT MAY BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION.

3. Data and Security

3.1. Customer Data. As between you and NodeSource, you own all right, title, and interest in and to your Data. You grant NodeSource and its Affiliates a worldwide, limited-term license to host, copy, transmit, and display any Data as reasonably necessary for us to provide and support the Products in accordance with this Agreement.

3.2. Service Data. You agree that NodeSource may collect, analyze, and use Service Data to operate, improve, and secure the Products. Our collection and use of Service Data are subject to the Privacy Policy.

3.3. AI Features. The Products may include optional AI-powered features like N|Solid Copilot and N|Sentinel. The data handling practices for these features are described in detail in our Privacy Policy. Customer Data, including source code, is never used to train AI models without your explicit, opt-in consent.

3.4. Security. NodeSource will maintain industry-standard administrative, physical, and technical safeguards to protect the security and confidentiality of your Data. These safeguards are described in more detail in our Privacy Policy and any applicable security documentation.

4. Intellectual Property

4.1. NodeSource IP. NodeSource retains all right, title, and interest, including all related intellectual property rights, in and to the Products and Documentation. Except for the limited rights expressly granted in this Agreement, no other rights are granted, and all other rights are reserved by NodeSource.

4.2. Feedback. If you or your Authorized Users provide any suggestions, enhancement requests, or other feedback to NodeSource ("Feedback"), you grant NodeSource a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Products or any other NodeSource services without obligation or compensation to you.

4.3. Open Source Software. The Products may include components subject to open source licenses. Your use of those components is governed by the applicable open source licenses. NodeSource will make a list of such components and their licenses available upon request.

5. Fees and Payment

5.1. Fees. You agree to pay all fees specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable and fees paid are non-refundable.

5.2. Invoicing and Payment. Fees will be invoiced in advance and as otherwise set forth in the Order Form. Unless the Order Form states otherwise, invoiced fees are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to NodeSource and notifying us of any changes.

5.3. Overdue Charges. Late payments will be subject to a service charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

5.4. Suspension for Non-Payment. If any amount you owe is 30 or more days overdue, NodeSource may, without limiting our other rights and remedies, suspend your access to the Products until such amounts are paid in full. We will provide at least 10 days' prior notice that your account is overdue before suspending services.

5.5. Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.

6. Confidentiality

6.1. Definition. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally 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. Your Confidential Information includes Customer Data; our Confidential Information includes the Products and the terms of this Agreement.

6.2. Protection. The Recipient will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.

6.3. Compelled Disclosure. The Recipient may disclose Confidential Information of the Discloser to the extent compelled by law, provided the Recipient gives the Discloser prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.

7. Warranties and Disclaimers

7.1. NodeSource Warranties. NodeSource warrants that: (a) the Products will perform materially in accordance with the applicable Documentation; and (b) we will not knowingly introduce any malicious code into the Products. For any breach of a warranty above, your exclusive remedy and our entire liability will be the correction of the deficient Products, or, if we cannot correct the deficiency in a commercially reasonable manner, you may terminate the applicable Order Form and receive a pro-rata refund of any prepaid fees for the remainder of the Subscription Term.

7.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7.1, THE PRODUCTS ARE PROVIDED “AS IS,” AND NODESOURCE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NODESOURCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Indemnification

8.1. By NodeSource. NodeSource will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that your use of the Products in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (“Claim Against You”). We will indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You.

8.2. By Customer. You will defend NodeSource against any claim, demand, suit, or proceeding made or brought against us by a third party alleging that Customer Data, or your use of the Products in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (“Claim Against Us”). You will indemnify us for any damages, attorney fees, and costs finally awarded against us as a result of, or for amounts paid by us under a court-approved settlement of, a Claim Against Us.

8.3. Indemnification Procedure. The indemnifying party's obligations are conditioned on the indemnified party (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing the indemnifying party with all reasonable assistance, at the indemnifying party's expense.

9. Limitation of Liability

9.1. Limitation of Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

9.2. Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3. Exceptions. The limitations in Sections 9.1 and 9.2 will not apply to liability arising from a party's indemnification obligations under Section 8, or to Customer's payment obligations under Section 5.

10. Term and Termination

10.1. Term. This Agreement commences on the date you first accept it and continues until all Subscription Terms hereunder have expired or have been terminated.

10.2. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency or assignment for the benefit of creditors.

10.3. Effect of Termination. Upon termination, you will cease all use of the Products and delete all copies of any on-premise software or Documentation. If this Agreement is terminated by you for cause, we will refund any prepaid fees covering the remainder of the term of all Order Forms. If terminated by us for cause, you will pay any unpaid fees covering the remainder of the term.

10.4. Survival. The sections titled "Data and Security," "Intellectual Property," "Fees and Payment," "Confidentiality," "Warranties and Disclaimers," "Indemnification," "Limitation of Liability," "Term and Termination," and "General Provisions" will survive any termination or expiration of this Agreement.

11. General Provisions

11.1. Updates to this Agreement. NodeSource may update this Agreement from time to time. If we make a material change, we will notify you by email or through an in-product notification at least thirty (30) days before the change takes effect. Your continued use of the Products after the effective date of the changes constitutes your acceptance of the new terms.

11.2. Governing Law and Venue. This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

11.3. Entire Agreement. This Agreement, including the Privacy Policy and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.5. Notices. All notices under this Agreement will be in writing and sent to the addresses on the Order Form. Notices to NodeSource should be sent to:

NodeSource, Inc.

Attn: Legal Department

2212 Queen Anne Avenue N #759

Seattle, WA 98109

Email: legal@nodesource.com

11.6. Miscellaneous. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions will remain in effect.