Terms of Use – NNG DLP Agent (SaaS)
Last updated: [Feb 9, 2026]
Effective date: [Feb 9, 2026]
The NNG DLP Agent, delivered exclusively as Software‑as‑a‑Service (SaaS) via the Microsoft Azure (Microsoft) Marketplace and directly from NNG (collectively, the “Service”). This Terms of Use (“Terms”) is a legal agreement between [Company Legal Name] (“NNG,” “we,” “us,” or “our”) and the entity or person accepting these Terms (“Customer” or “you”).
If you purchase through the Microsoft Marketplace, your order, billing, and certain transactional terms (e.g., Private Offers) are handled by Microsoft and governed by the Microsoft Publisher/Marketplace agreements and policies in addition to these Terms. In the event of conflict, the Marketplace transacting documents prevail for billing and procurement, and these Terms govern use of the Service.
1. Service Overview
1.1 Description. NNG DLP Agent is a cloud‑native DLP service that helps organizations prevent source‑code/IP leakage and protect sensitive data by monitoring, classifying, and controlling risky actions across endpoints, browsers, IDEs, and AI/LLM interactions. No on‑premises software is required; the Service is delivered solely as SaaS.
1.2 Marketplace Delivery. When you subscribe via Microsoft’s Marketplace (including Private Offers), Microsoft provides the purchase flow and may share with NNG tenant/billing identifiers necessary to provision the SaaS subscription. Microsoft consolidates charges on your Azure bill; NNG does not receive your payment card details from Microsoft.
2. Account Registration and Administration
2.1 Registration. Customer must provide accurate account information and maintain administrative contacts. Marketplace purchases must use valid Azure tenant/billing info.
2.2 Admin Controls. Customer designates admins who configure policies, roles, data capture settings, and retention within the Service.
2.3 Eligibility. The Service is intended for business use only; individuals acting as consumers are not permitted.
3. License; Access and Use
3.1 Subscription Right. Subject to these Terms and timely payment, NNG grants Customer a limited, non‑exclusive, non‑transferable, revocable right to access and use the Service during the subscription term, solely for Customer’s internal business purposes.
3.2 Agents/Software Components. To enable SaaS functionality, lightweight agents or extensions may be deployed to Customer devices/browsers under Customer’s control; such components are licensed solely to interact with the Service.
3.3 Restrictions. Customer will not (and will not permit a third party to): (a) reverse engineer, decompile, or attempt to extract source code; (b) circumvent technical restrictions or security controls; (c) use the Service for benchmarking or competitive analysis without consent; (d) resell, sublicense, or provide the Service to third parties except to Customer’s Affiliates under these same Terms; (e) access the Service in violation of export, sanctions, or embargo laws.
4. Customer Responsibilities
4.1 Lawful Use. Customer is responsible for user compliance and must use the Service in accordance with applicable laws, including privacy, employment, and monitoring laws in relevant jurisdictions.
4.2 Configurations. Customer is responsible for policy configuration (e.g., detection rules, code‑fingerprint sensitivity), content capture enablement, and role‑based access controls within the tenant.
4.3 Security Access. Customer shall secure credentials and promptly notify NNG of any suspected compromise.
4.4 Third‑Party Services. Customer integrations with third‑party services are governed by those providers’ terms; NNG is not responsible for such providers.
5. Data Protection and Privacy
5.1 Roles. For account, admin, telemetry, and support data, NNG acts as Controller; for content Customer chooses to capture for tuning/incident response, NNG acts as Processor under the Data Processing Addendum (DPA).
5.2 Privacy Policy. Processing details, categories of data, lawful bases, transfers, and rights are described in the NNG Privacy Policy, incorporated by reference. Azure Marketplace requires a clear privacy policy to be linked in the offer listing.
5.3 Subprocessors. NNG engages vetted subprocessors (cloud hosting, logging, support) under written contracts with confidentiality and security obligations; NNG maintains a public subprocessor list and change‑notification process. Microsoft expects transparent subprocessor disclosures for Marketplace SaaS.
5.4 International Transfers. Where applicable, NNG uses appropriate safeguards (e.g., Standard Contractual Clauses) and technical measures (encryption in transit and at rest). Microsoft materials emphasize transparency on data location and transfer mechanisms.
5.5 Telemetry and Content Handling. Default operation relies on metadata/telemetry (events, device/browser/IDE identifiers, policy actions). Content capture is off by default and only enabled by Customer; any captured content is processed solely per Customer instructions and retained per Customer‑defined schedules.
6. Security
6.1 Controls. NNG implements administrative, technical, and organizational measures appropriate for SaaS, including TLS 1.2+, encryption at rest, RBAC, MFA, key/certificate inventory, vulnerability management, and audit logging. These controls align with Microsoft 365 Certification evidence patterns customers often look for when assessing SaaS security posture.
6.2 DLP Enforcement Posture. The Service supports enterprise DLP strategies and can align with Microsoft Purview capabilities for AI/agent interactions and endpoint/browser protections within customer environments.
6.3 Incident Response. NNG maintains an incident response program. In the event of a confirmed personal‑data breach affecting the Service, NNG will notify Customer without undue delay and provide information reasonably required for compliance and remediation.
7. Service Levels; Support
7.1 Availability. NNG targets high availability consistent with modern SaaS offerings. Specific SLA targets and service credits (if any) will be defined in an SLA Addendum referenced on the Order Form.
7.2 Support. NNG provides support via [https://www.nng.com.vn/contact /xxx@nng.com.vn] during the subscription term. Marketplace publishers are expected to present clear offer information, including support channels, in the listing.
8. Fees; Orders; Private Offers
8.1 Fees. Subscription fees are per user per month unless stated otherwise. Pricing may vary for Private Offers negotiated with Customer.
8.2 Marketplace Transactions. If purchased through Microsoft’s Marketplace, Microsoft invoices and collects payment, applies taxes, and shares necessary subscription metadata to provision the SaaS; your Azure invoice reflects the charges. The Marketplace Private Offer mechanism enables negotiated pricing and terms visible only to specified tenants/billing IDs.
8.3 Direct Transactions. If purchased directly from NNG, NNG will invoice per the Order Form; late payments may incur finance charges as permitted by law.
8.4 Changes. NNG may change list prices for future terms or additional seats; Microsoft Marketplace policies allow multiple plans and pricing, including private plans/offers.
9. Term; Suspension; Termination
9.1 Term. The subscription term is as stated in the Order (Marketplace subscription page or Order Form). Auto‑renewal may apply per Marketplace or Order settings.
9.2 Suspension. NNG may suspend access for material breach (e.g., unlawful use, non‑payment in direct deals), security risks, or to comply with law. Suspension will be limited in scope and duration reasonably necessary.
9.3 Termination. Either party may terminate for uncured material breach after 30 days’ notice (or sooner where permitted by law). Upon termination/expiration, Customer must stop using the Service and remove any local components.
9.4 Data Export/Deletion. During the term and for 30 days after termination, Customer may export available data. NNG will delete or de‑identify Customer data per retention schedules and the Privacy Policy, subject to legal requirements.
10. Intellectual Property; Feedback
10.1 Ownership. NNG and its licensors retain all rights, title, and interest in the Service, software, and documentation.
10.2 Customer Data. Customer retains all rights to Customer Data. NNG processes Customer Data solely to provide the Service and as described in the Privacy Policy/DPA.
10.3 Feedback. By providing feedback, Customer grants NNG a non‑exclusive, royalty‑free, worldwide license to use the feedback to improve the Service.
11. Confidentiality
11.1 Definition. “Confidential Information” means non‑public information disclosed by one party to the other that is designated as confidential or reasonably should be understood as confidential.
11.2 Protection. Each party will protect the other’s Confidential Information using at least the same degree of care it uses to protect its own similar information, and not less than a reasonable standard of care.
11.3 Exceptions. Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed without use of the other’s confidential information, or (c) rightfully obtained from third parties without duty of confidentiality.
12. Warranties and Disclaimers
12.1 Mutual Warranties. Each party represents that it has the authority to enter into these Terms.
12.2 Service Warranty. NNG warrants that the Service will materially conform to the documentation during the subscription term. Customer’s exclusive remedies for material failure are support, re‑performance, or service credits as defined in the SLA Addendum.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS.” NNG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
13. Indemnification
13.1 By NNG. NNG will defend Customer against third‑party claims alleging that the Service, as provided by NNG, infringes a patent, copyright, or trade secret, and will pay damages finally awarded, provided Customer gives prompt notice and reasonable cooperation.
13.2 Exclusions. NNG has no obligation for claims arising from: (a) unauthorized modifications; (b) use in combination with items not provided by NNG; (c) use contrary to documentation; or (d) Customer content or configurations.
13.3 Remedies. If infringement is alleged, NNG may procure rights, modify the Service, or suspend/terminate the affected functionality with a pro‑rata refund of prepaid unused fees.
13.4 By Customer. Customer will defend NNG from third‑party claims arising from Customer’s unlawful use or data provided by Customer in violation of law or these Terms.
14. Limitation of Liability
14.1 Cap. To the maximum extent permitted by law, each party’s aggregate liability arising out of or related to these Terms shall not exceed the amounts paid or payable by Customer to NNG (or by Microsoft to NNG on Customer’s behalf) for the Service in the 12 months preceding the event giving rise to liability.
14.2 Exclusions. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility.
14.3 Exceptions. The above limitations do not apply to confidentiality breaches, IP infringement indemnity, or Customer’s payment obligations (in direct deals).
15. Compliance; Export; Sanctions
Customer represents it is not on any denied‑party list and will not permit access or use of the Service in violation of export control or sanctions laws. Customer is responsible for compliance in all jurisdictions where users access the Service.
16. Marketplace‑Specific Terms
16.1 Microsoft’s Role. Where purchased via Marketplace, Microsoft is the transacting party for billing/collection and provides the Private Offer mechanism. Customer agrees that Microsoft may share necessary subscription metadata (e.g., tenant/billing IDs) with NNG for provisioning.
16.2 Offer Policies. NNG’s listing adheres to Microsoft Marketplace listing and certification policies. If Microsoft updates its policies, NNG may update listing assets and these Terms as needed to remain compliant.
17. Modifications to the Service or Terms
NNG may enhance or modify the Service. If a change materially reduces core functionality, NNG will provide notice and a reasonable remedy (e.g., pro‑rata refund for materially adverse change). NNG may update these Terms with notice to Customer admins or via the Service. Continued use after effective date constitutes acceptance.
18. Governing Law; Dispute Resolution
These Terms are governed by the laws of the Socialist Republic of Vietnam, excluding its conflict‑of‑law principles. Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or any related transaction shall be subject to the exclusive jurisdiction of the competent courts of Ho Chi Minh City, Vietnam. Each party irrevocably consents to the personal jurisdiction and venue of such courts and agrees not to claim that such courts are an inconvenient forum.
19. General
19.1 Order of Precedence. If there is a conflict among documents: (1) Marketplace order/Private Offer terms (for billing/procurement); (2) these Terms; (3) the Privacy Policy/DPA; (4) documentation.
19.2 Assignment. Neither party may assign without the other’s consent except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets (with notice).
19.3 Force Majeure. Neither party is liable for delays/failures due to causes beyond reasonable control (e.g., internet or cloud provider failures, acts of God, war, terrorism, labor actions).
19.4 Notices. Legal notices to NNG: [legal@domain.com] and [postal address]. Notices to Customer: Admin email(s) on file or via the Service.
19.5 Entire Agreement. These Terms, together with any Order, Privacy Policy, DPA, and SLA, constitute the entire agreement and supersede prior proposals and representations.