Terms of Service

These Terms of Service ("Terms") are an agreement between you and NexPane, a sole proprietor based in California, United States ("NexPane", "we", "us" or "our"). They cover the NexPane desktop application (the "Software"), the license you get to it, and the website and online services at nexpane.app that support it, such as license activation, key recovery and the device manager (the "Services").

By installing or using the Software, or by buying a license, you agree to these Terms. If you use NexPane on behalf of an organization, you agree to them for that organization and confirm you have the authority to do so. If you don't agree, please don't install or use the Software.

1. The free trial

You may use the full Software free of charge for 14 days from the first time it runs on a device (the "Trial"). The Trial needs no payment details, and nothing is charged when it ends. When the Trial ends, the Software asks for a license key and stops working until one is entered. There is one Trial per device, and it may not be reset or extended by technical means.

2. Your license

2.1 What you get

When you buy a license and payment is complete, we grant you a perpetual, worldwide, non-exclusive, non-transferable license to install and use the Software for personal or commercial purposes, subject to these Terms. The license does not expire and there is nothing to renew.

2.2 One person, all of their devices

Each license is for one individual (the "Licensee"). The Licensee may install and activate the Software on any number of devices that they personally own or use. A license may not be shared by several people, including within one household or organization. Everyone who uses the Software needs their own license.

2.3 Licenses bought by an organization

An organization may buy licenses for its people and assign each one to a single named individual. When that person leaves or no longer needs the Software, the organization may ask us to reassign the license to someone else.

2.4 Updates

Your license includes every update and new version of the Software that we release, at no extra cost, including major versions. Updates are offered inside the Software and installed when you choose. We intend to keep improving NexPane, but we don't promise any particular feature, fix or release schedule.

2.5 Activation

The Software activates online. It sends your license key and information about your device to our license server, which returns a digitally signed record of your license, and it checks in every few weeks to keep that record current. Between check-ins, and for a grace period afterwards, the Software works offline. Our Privacy Policy describes exactly what is sent.

2.6 Fair use

Because a license covers every device one person uses, we look for patterns that suggest a key is being shared, such as activations from many devices, countries or networks in a short time. If we see them, we may pause activation of new devices on that license while we look into it. Devices that are already activated keep working, and we will help you resolve it if you contact us.

2.7 Time-limited licenses

We sometimes issue free licenses, for example for review or evaluation, that end on a stated date. These Terms apply to them, except that they end on that date and section 5 does not apply to them.

3. Restrictions

You may not, and may not allow anyone else to:

• share or publish your license key, or let anyone other than the Licensee use it;
• sell, rent, lease, lend, sublicense or otherwise transfer the Software or a license, except as section 2.3 allows;
• circumvent, disable or tamper with license activation, the Trial or any other technical limit, or use a key obtained without paying for it;
• reverse engineer, decompile or disassemble the Software, except where applicable law expressly allows it despite this restriction;
• modify the Software or make derivative works of it, other than the themes, settings and customizations the Software supports;
• remove or change any copyright, trademark or other notices in the Software; or
• use the Software to break the law or to infringe anyone else's rights.

4. Purchases and payment

4.1 Paddle is our reseller

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle processes your payment, charges and pays sales tax or VAT, sends your receipt or invoice, and handles payment questions and refunds. Your purchase is also subject to Paddle's Buyer Terms. We provide the Software, your license and product support.

4.2 Price

The price is shown on our website and at checkout. It is currently $39 (US dollars) for one license, paid once. There is no subscription and nothing renews. Applicable taxes are calculated at checkout, and checkout may show the price in your local currency. If we change the price later, it does not affect licenses already bought.

4.3 Delivery

Your license key is shown on our website as soon as your purchase is complete, and emailed to the address you gave at checkout. If it doesn't arrive, you can have it sent again at nexpane.app/recover, or contact us.

4.4 Refunds

You can get a full refund within 14 days of purchase. Our Refund Policy explains how, and forms part of these Terms. When a purchase is refunded or its payment is reversed, the licenses it paid for are revoked and the Software returns to its unlicensed state.

5. Continuity commitment

A lifetime license should stay useful for as long as you want to use it. If we ever decide to permanently discontinue the Software, then before we shut down the license service we will publish a final version of the Software that does not require activation, and make it available to licensed users as an update and as a download. Your license to use that version continues under these Terms.

This commitment is binding on anyone who takes over the NexPane business. It does not apply to licenses that have been revoked under these Terms.

6. Your files and optional features

6.1 Your files are yours

We claim no rights over any files, content or data that you open, create or manage with the Software. The Software runs on your device, and your files are not sent to us.

6.2 Third-party services

Network locations, cloud storage and other services you connect to through the Software (for example an SFTP server or an S3 bucket) are provided by third parties under their own terms. We are not responsible for them. Optional voice input runs on your device, and the speech model it uses is downloaded from a third-party host when you ask for it.

7. Ownership and open source

The Software, the website and related materials are owned by NexPane and its licensors and are protected by copyright and other laws. These Terms give you a license to use the Software, not ownership of it, and all rights not expressly granted are reserved.

The Software includes open-source components that are provided under their own licenses, listed in the THIRD-PARTY-NOTICES file installed with the Software. Nothing in these Terms limits your rights under those licenses.

If you send us feedback or suggestions, we may use them without any obligation to you.

8. Privacy

Our Privacy Policy explains what information we collect, why, and the choices you have. It forms part of these Terms.

9. Disclaimer of warranties

To the fullest extent permitted by law, the Software and Services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We don't warrant that the Software will be error-free or uninterrupted, or that it will never lose or damage data.

The Software moves, changes and deletes files, runs commands and can change system settings at your direction. Keep backups of anything important. The free Trial and the refund period exist so that you can make sure NexPane works for you. Some jurisdictions don't allow implied warranties to be excluded, so some of these exclusions may not apply to you.

10. Limitation of liability

To the fullest extent permitted by law, NexPane will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of data, profits, revenue, goodwill or business opportunity, arising out of or related to the Software, the Services or these Terms, however caused and under any theory of liability, even if we were told such damages were possible.

Our total liability for all claims related to the Software, the Services or these Terms is limited to the amount you paid for your license, or US$50 if you didn't pay anything. These limits don't apply to liability that the law does not allow to be limited, such as liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

11. Termination

You may stop using the Software at any time. We may revoke your license if you materially breach these Terms, for example by sharing your key publicly, circumventing activation, or buying with a payment that is fraudulent, refunded or charged back. Where a breach can be put right, we will contact you first and give you a reasonable chance to do so. When a license is revoked, you must stop using the Software.

Sections 3, 6, 7 and 9 to 16 continue to apply after these Terms end.

12. Consumer rights

If you are a consumer, the laws where you live may give you rights that these Terms cannot limit or exclude, such as statutory guarantees or a right of withdrawal. Nothing in these Terms affects those rights. Where these Terms conflict with a mandatory consumer protection law that applies to you, that law prevails to the extent of the conflict.

13. Governing law and disputes

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If you have a problem, please email [email protected] first so we can try to solve it informally. Most issues can be sorted out quickly that way. A dispute that isn't resolved informally will be decided by the state or federal courts located in California, and you and we consent to their jurisdiction, except that either of us may bring an individual claim in small claims court. If you are a consumer living outside the United States, you may also bring proceedings in the courts where you live, and you keep the protection of that country's mandatory laws.

14. Export and sanctions

You may not use, export or re-export the Software in violation of United States export control or sanctions laws, including in an embargoed country or region or by a person on a U.S. government restricted-party list.

15. Changes to these Terms

We may update these Terms, for example when we add features or when the law changes. We'll post the new version here with a new date, and for material changes we'll give notice on our website or by email before they take effect. Continuing to use the Software after that means you accept the updated Terms. Changes will never reduce what a license you've already bought covers: its perpetual term, all of your own devices, and every future update.

16. General

These Terms, together with our Privacy Policy and Refund Policy, are the entire agreement between you and us about the Software and Services. If any part of them is found unenforceable, the rest stays in effect. If we don't enforce a provision, that isn't a waiver of it. You may not transfer these Terms without our consent. We may transfer them to anyone who takes over the NexPane business, who will then be bound by them, including section 5.

17. Contact

NexPane, California, United States
[email protected]