Broch Software Subscription Agreement

Version 2026-10-03 · In effect from October 3, 2026

This is the full text of the agreement an admin accepts in-app when starting a self-hosted trial or subscribing. For a plain-English summary, see Terms.

Broch, LLC ("Broch") and the customer identified in the applicable Order Form ("Customer") agree to the following terms governing Customer's use of the Broch software. These terms are effective on the date Customer first clicks "I Agree", signs an Order Form, or begins using the Software, whichever is earliest ("Effective Date").

If accepting on behalf of a company, the individual accepting represents they have authority to bind that entity.

1. License Grant

1.1 License. Subject to Customer's payment of applicable fees and compliance with these terms, Broch grants Customer a non-exclusive, non-transferable, worldwide license during the Subscription Term to:

Deploy and operate the Software on Customer's own computing infrastructure (cloud-hosted, on-premises, or otherwise);
Allow Customer's authorized users ("Users") to access and use the Software as deployed.

1.2 Permitted Use. Customer may use the Software solely to support Customer's internal business operations. The Software runs entirely on Customer's infrastructure. Broch does not host Customer deployments.

1.3 License Keys. Broch delivers the Software via license key. License keys are tied to the Subscription, non-transferable, and must not be shared across unaffiliated entities. Customer must not circumvent or disable license key enforcement.

1.4 No Sublicensing. Customer may not sublicense, resell, or make the Software available as a service to third parties.

1.5 Contractors. Customer may permit contractors and service providers to use the Software on Customer's behalf, provided they are bound by confidentiality obligations at least as protective as these terms and Customer remains responsible for their compliance.

2. Restrictions

Customer and its Users may not:

Copy, distribute, or modify the Software except as expressly permitted;
Decompile, reverse engineer, disassemble, or attempt to derive source code or algorithms;
Rent, loan, sublicense, lease, or resell the Software;
Use the Software to develop a competing product or service, or engage in competitive benchmarking without Broch's prior written consent;
Remove or alter proprietary notices or labels on the Software;
Circumvent or disable any license, seat, or usage enforcement mechanism.

3. Fees and Payment

3.1 Fees. Unless otherwise specified in the Order Form, fees are based on the number of seats in the Subscription, at the per-seat price shown at checkout or in the Order Form.

3.2 Billing and Payment. Unless otherwise specified in the Order Form, fees are billed monthly in advance on the 1st day of each calendar month (UTC), except as provided in Section 3.6, and are charged to the payment card Customer provides, through Broch's third-party payment processor (currently Stripe). Customer authorizes Broch and its payment processor to charge that card for all fees due under these terms, and will keep a valid payment card on file while the Subscription is in effect. A Subscription started without a free trial is first charged, at purchase, a prorated amount for the period from purchase to the next 1st day of a calendar month. If that prorated amount is, or could become by the time checkout is completed, less than one US dollar (US$1), a one-time charge of US$1 is added to the first invoice, in addition to the prorated amount. Where an Order Form provides for payment by invoice, invoiced amounts are due within thirty (30) days of the invoice date unless the Order Form states otherwise.

3.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes (excluding Broch's income taxes).

3.4 Renewal and Cancellation. Unless otherwise specified in the Order Form, Subscriptions are billed monthly and automatically renew for successive monthly billing periods until cancelled, at the price then in effect for that Subscription, as changed (if at all) under this Section 3.4. Customer may cancel a monthly Subscription at any time, with no notice period, through the self-service billing portal made available in the Software or by written notice to Broch. Cancellation takes effect at the end of the then-current billing period, and the Subscription does not renew after that; Customer may continue to use the Software until then. Fees paid or incurred for the then-current billing period are not refunded, except as expressly provided in these terms or where required by law. Broch may elect not to renew a monthly Subscription by written notice to Customer, effective at the end of the first monthly billing period that ends at least thirty (30) days after the notice is given. Where the Order Form specifies a Subscription Term other than monthly, the Subscription automatically renews for successive terms equal in length to the initial Subscription Term, at the price then in effect for that Subscription, as changed (if at all) under this Section 3.4, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term. Broch will notify Customer in writing before any change to the price of a Subscription takes effect, and a changed price applies only from the first billing period (or, for a Subscription Term other than monthly, the first renewal term) that begins after that notice is given. Broch will provide at least sixty (60) days' written notice before any renewal of a Subscription, monthly or otherwise, in which pricing increases by more than seven percent (7%) over the prior term or billing period.

3.5 Failed Payment and Suspension. If a payment is not made when due (for example, because a card charge fails), Broch may stop renewing Customer's license key. The Software continues to operate on its current license key for a grace period after the end of the last paid billing period (or, where the first payment after a free trial fails, after the trial ends), of the length stated in the Documentation. After the grace period, the Software stops providing tunnels, including closing existing tunnel connections, until payment is received. If payment is received while the Subscription remains in effect, Broch will restore the license key promptly. If the payment remains unpaid after Broch's payment processor stops retrying it, Broch may cancel the Subscription. Suspension does not affect Customer's data or deployment, which remain on Customer's infrastructure, and is in addition to Broch's rights under Section 10.2.

3.6 Seats. Each product licensed under a Subscription has its own number of seats, priced and counted separately. A seat (also called an active user) is used the first time in a calendar month (UTC) that a distinct User, as identified by Customer's identity provider, opens a tunnel with that product; a User who uses two products uses one seat of each. Signing in to or administering the Software does not use a seat. Once used, a seat stays used for the rest of that calendar month. When the seats used in a calendar month reach the number in the Subscription, the Software refuses tunnels for additional Users until the next calendar month or until seats are added; Users already counted that month are not affected. The number of seats in the Subscription applies to Customer as a whole, and running more than one deployment of the Software does not increase it. Unless otherwise specified in the Order Form, Customer may change the number of seats through the Software, except while a free trial is in effect or the Subscription is paused. Seats added take effect immediately and are charged at a prorated amount for the remainder of the then-current billing period. Seats removed take effect at the start of the next billing period, and fees for the then-current billing period are not refunded except where required by law.

3.7 Free Trial. Broch may offer a free trial of a Subscription for the Software deployed on Customer's own infrastructure, on the following terms: (a) the trial is free; a valid payment card is required when the trial starts but is not charged during the trial; (b) the trial ends at 00:00 UTC on the 1st day of the first calendar month that begins more than fifteen (15) days after Customer starts the trial checkout; (c) the trial covers no more than ten (10) seats of each product; (d) notwithstanding Section 3.4, when the trial ends, it becomes a paid monthly Subscription, billed under Section 3.2, unless Customer cancels before then; the per-seat price confirmed when the trial started applies to at least the first paid billing period; a Subscription cancelled during a free trial ends when the trial ends, and no fees are charged; (e) each organization may take only one free trial, and free trials are available only to new customers; and (f) a free trial requires a work email address. Broch's hosted trial service at trial.broch.io is a separate offering and is not governed by these terms.

4. Usage Reporting

The Software may transmit periodic usage reports to Broch's central license server. These reports contain only:

Aggregate seat counts (integers);
Software version and deployment identifier;
License key identifier.

Usage reports do not contain Customer network traffic, end-user credentials, personally identifiable information of Customer's users, or any business data. Customer must not disable this reporting capability. If Customer disables it, Broch may terminate the applicable Order Form.

Broch may, upon thirty (30) days' written notice, request a self-certification of seat counts no more than once per calendar year if usage reporting is unavailable.

5. Ownership

5.1 Broch IP. Broch retains all right, title, and interest in the Software, documentation, and all improvements, enhancements, or modifications, including all intellectual property rights. Customer receives no ownership rights — only the limited license granted in Section 1.

5.2 Customer Data. Customer owns all data processed by the Software on Customer's infrastructure. The Software runs on Customer's systems; Broch does not receive or hold Customer's business data, network traffic, or end-user credentials. Nothing in these terms grants Broch any rights in Customer's data.

5.3 Feedback. If Customer provides suggestions or feedback regarding the Software, Broch may use such feedback without restriction and without obligation to Customer.

6. Confidentiality

6.1 Obligations. Each party ("Receiving Party") will protect the other party's ("Disclosing Party") Confidential Information using at least the same degree of care it uses for its own confidential information (no less than reasonable care), and will not disclose or use Confidential Information except as necessary to exercise rights or perform obligations under these terms.

6.2 Definition. "Confidential Information" means any non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The Software and its technical documentation are Broch's Confidential Information. Confidential Information excludes information that: (a) is or becomes publicly available without breach of these terms; (b) was lawfully known to the Receiving Party before disclosure; or (c) was independently developed without use of Confidential Information.

6.3 Compelled Disclosure. If required by law to disclose Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice (where legally permitted) and cooperate to seek an appropriate protective order.

6.4 Duration. Confidentiality obligations survive termination for three (3) years, except that obligations with respect to trade secrets survive indefinitely.

7. Warranties and Disclaimer

7.1 Mutual Warranties. Each party represents and warrants that: (a) it has authority to enter into these terms; and (b) its performance hereunder will not breach any agreement or obligation owed to a third party.

7.2 Software Warranty. Broch warrants that, when installed and operated in accordance with the documentation, the Software will conform in all material respects to the documentation during the Subscription Term.

7.3 Remedy. If the Software materially fails to conform to the warranty in 7.2, Broch will use commercially reasonable efforts to correct the nonconformity. If not corrected within thirty (30) days of written notice, Customer may terminate the affected Order Form and receive a pro-rated refund of prepaid fees for the unused portion of the Subscription Term.

7.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.2, THE SOFTWARE AND ALL SERVICES ARE PROVIDED "AS IS". BROCH MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BROCH DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitations of Liability

8.1 No Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Section 8.1 does not limit either party's obligation to pay amounts awarded to a third party under its indemnification obligations in Section 9, or amounts owed by Customer under any Order Form.

8.2 Liability Cap. SUBJECT TO SECTIONS 8.3 AND 8.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BROCH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8.3 Unlimited Claims. The cap in 8.2 does not apply to: (a) amounts owed by Customer under any Order Form; (b) Customer's indemnification obligations under Section 9.2; (c) Customer's breach of Section 2 (Restrictions); or (d) either party's gross negligence, fraud, or wilful misconduct.

8.4 Broch Indemnity Cap. Notwithstanding Sections 8.2 and 8.3, Broch's total aggregate liability arising out of its indemnification obligation under Section 9.1 will not exceed the greater of (i) US$250,000 or (ii) three (3) times the total fees paid or payable by Customer to Broch during the twelve (12) months immediately preceding the claim. This Section 8.4 is Broch's sole financial limit for Section 9.1.

9. Indemnification

9.1 Broch Indemnity. Broch will defend Customer against third-party claims alleging that the Software, when used as authorized, infringes any patent, copyright, or trademark, and will pay damages and costs finally awarded in such claims or agreed to in settlement. Broch's obligations do not apply if the claim results from: (a) modification of the Software by anyone other than Broch; (b) combination with third-party products or services not supplied by Broch; (c) Customer's breach of these terms; or (d) use of the Software other than the most recent version made available by Broch, or use after Broch provides a non-infringing alternative.

If the Software is, or in Broch's reasonable opinion is likely to become, the subject of an infringement claim, Broch may at its option and expense: (i) procure for Customer the right to continue using the Software; (ii) modify or replace the Software so that it becomes non-infringing while remaining materially equivalent in function; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Order Form and refund any prepaid fees for the unused portion of the Subscription Term. This Section 9.1, together with the cap in Section 8.4, states Broch's entire liability and Customer's exclusive remedy for any claim of intellectual property infringement or misappropriation.

9.2 Customer Indemnity. Customer will defend Broch against third-party claims arising from Customer's breach of Section 2 (Restrictions), and will pay damages and costs finally awarded in such claims or agreed to in settlement.

9.3 Process. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party will not settle any claim in a manner that imposes liability or obligations on the indemnified party without prior written consent.

10. Term and Termination

10.1 Term. These terms commence on the Effective Date and continue until all Subscriptions expire or are terminated.

10.2 Termination for Cause. Either party may terminate these terms (including all Order Forms) upon thirty (30) days' written notice if the other party materially breaches these terms and fails to cure within that notice period. Termination is immediate upon notice for Customer's wilful breach of Section 2 (Restrictions).

10.3 Insolvency. Either party may terminate immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has insolvency proceedings filed against it that are not dismissed within sixty (60) days.

10.4 Effect of Termination. Upon expiration or termination: (a) all licenses granted hereunder terminate; (b) Customer must cease use of the Software and deactivate all license keys; (c) each party will return or destroy the other's Confidential Information upon written request; and (d) Broch will refund any prepaid fees for the unused portion of the Subscription Term if Broch terminates without cause.

10.5 Survival. Sections 2, 4, 5, 6, 7.4, 8, 9, 10.4, 10.5, and 11 survive termination, as do any payment obligations accrued before termination.

11. General

11.1 Governing Law. These terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts.

11.2 Entire Agreement. These terms, together with all Order Forms and any addenda, constitute the entire agreement between the parties on this subject matter and supersede all prior agreements and understandings. Customer's purchase order terms have no legal effect.

11.3 Amendments. Broch may update these terms on written notice. Changes take effect at the first Subscription renewal occurring more than sixty (60) days after notice. If Customer objects in writing within thirty (30) days of notice, Customer may cancel under Section 3.4, and the changes do not apply to Customer before that cancellation takes effect; if Customer does not cancel, the changes apply from that renewal. Broch may require Customer to accept the updated terms in the Software before renewing Customer's license key after the changes take effect.

11.4 Assignment. Neither party may assign these terms without the other's prior written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice. Unauthorized assignments are void.

11.5 Force Majeure. Neither party is liable for delays caused by circumstances beyond its reasonable control, excluding payment obligations.

11.6 No Waiver. Failure to enforce any provision is not a waiver of future enforcement rights.

11.7 Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions remain in full effect.

11.8 Notices. Legal notices must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses in the applicable Order Form. Where the Order Form names none, notices to Broch must be sent by email to [email protected] and are effective when Broch confirms receipt, and notices to Customer may be sent by email to the email address associated with the Subscription and are effective when sent unless delivery fails.

11.9 Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.

11.10 Export. Customer will comply with all applicable export control laws and will not export or re-export the Software to any sanctioned destination or restricted party.

12. Definitions

"billing period" means, unless the Order Form specifies otherwise, each calendar month beginning at 00:00 UTC on its 1st day, except that a Subscription's first billing period may be the partial period from purchase to the next 1st day of a calendar month.
"Documentation" means Broch's end-user technical documentation for the Software.
"Order Form" means an ordering document signed by both parties, or an online order accepted by Customer, that identifies the Software, Subscription Term, seat count, and fees.
"Software" means the Broch software provided by Broch under an applicable Order Form, including updates and patches provided during the Subscription Term.
"Subscription" means a time-limited, seat-limited right to use the Software under an Order Form.
"Subscription Term" means the period set out in the applicable Order Form or, if none is specified, each monthly billing period under Section 3.4, in each case including renewals.
"Users" means employees, contractors, and agents of Customer authorized by Customer to use the Software.