The NinjaOne End User License Agreement (EULA) is the master contract between NinjaOne, LLC and every customer of the NinjaOne platform, whether the customer is an internal IT department or a managed service provider (MSP). The version retrieved for this article is headed “Last updated: June 8, 2026”. It takes effect when the customer first signs an Order Form or first accesses the software, whichever is earlier.[1] Three further documents sit beside it: the API License Agreement for Customers (effective 2023-05-17), the Professional Services Addendum, and, for SaaS Backup, the Fair Use Policy, which overrides the EULA where the two conflict.[1][2][3][5]
The EULA defines the Software broadly. It covers the object code NinjaOne provides, including the agents a customer installs, and “each individual component thereof”, which can include APIs, model context protocols (MCPs), AI Features, open-source components and Scripts. “All references in this Agreement to Software include the SaaS Service.”[1]
Editions
The EULA has no edition-specific terms. One agreement covers every module ordered on the Order Form. The Order Form is defined as “the applicable document or other method by which You procure Software licenses from NinjaOne”, including change orders.[1] Section 14 adds special terms for particular features: importing documentation data, AI Features, and the SaaS Backup Fair Use Policy.[1]
Metrics
Licence grant
Section 2.1 grants, “during the Term, a limited, non-exclusive, revocable, non-transferable right and license to: (i) access and use the Software through the SaaS Service; and (ii) to the extent applicable, install and use certain Software specifically provided by NinjaOne for such use”. The grant depends on the restrictions in the Order Form and on timely payment of Fees.[1] Section 2.2 states that “The Software is licensed to You, not sold.”[1] See EULA subscription licence is limited and for the Term.
Who may use it
A User is an individual the customer or its Affiliates authorize to use the software. For a legal entity, Users “may only include Your employees and contractors”.[1] Affiliates, meaning entities under at least 50% common control, may use the licence on condition that the customer is responsible for their compliance.[1]
For an MSP, the software must be used “solely in furtherance of Your provision of Managed Services to Clients and not for any other purpose”. A Client is the MSP’s customer receiving those services. If an MSP gives Clients direct access to the SaaS Service, NinjaOne may require them to accept an end user licence agreement.[1] An MSP may also use the NinjaOne Marks during the Term, solely to tell clients and prospects that it uses NinjaOne.[1]
The device quantity
Section 3.2 makes the device the counted unit. The software “shall not be installed or used on a number of devices greater than that specified in the Order Form”.[1] The catalog records this as the Device metric.
Counting / floors
Section 3.2 sets three rules:
- Minimum. “You may not subscribe to, or downgrade to, a device quantity of less than 50.” (rule)
- Monitoring. NinjaOne may monitor usage of the software, including usage by Users and Clients, to make sure it stays within the limits.
- Overage. If the limits are exceeded, the customer pays additional fees at the Order Form rates, and “This remains true even if the excess usage results from unauthorized use of the Software.” (rule)[1]
Section 3.1(viii) adds a fair-use limit. The customer may not use the software in a way that causes excessive use, bandwidth or storage and then continue after a written warning from NinjaOne.[1]
Restrictions
Section 3.1 lists the restricted uses. Among those most relevant to licence management, the customer, its Users and its Clients may not:
- reverse engineer or decompile the software. Where the law permits this, the customer must give NinjaOne at least 90 days’ notice.
- “sell, resell, rent, lease, or otherwise distribute the Software or Documentation”. (rule)
- assign, sublicense or transfer access and use rights without NinjaOne’s prior written approval.
- use the software if they are a competitor of NinjaOne. (rule)
- use “Platform Materials”, meaning the software, documentation, APIs and outputs, to build, train or benchmark a competing product or AI system, or extract them systematically for that purpose.[1]
The competitive-use clauses include a carve-out. They do not stop the customer “exporting or transferring Your Data on a reasonable and non-recurring basis for backup, compliance, business continuity, or migration purposes”.[1]
Third-party software embedded in NinjaOne “is licensed for use solely with the Software and may not be used on a stand-alone basis”. Third-party software listed as its own line item on the Order Form is governed by its own Third-Party License.[1] See Embedded third-party software only with NinjaOne.
Fees, renewal and price changes
Fees are due as the Order Form sets out. They are paid without setoff or deduction, and except where the EULA or Order Form says otherwise they are “non-cancellable and non-refundable”. Late amounts may bear interest at 1.0% per month.[1] Invoice errors must be raised in writing within 60 days of receipt, or the right to dispute is waived.[1]
NinjaOne may change Fees at its discretion. A change takes effect at the start of the next renewal term, and NinjaOne must give at least 90 days’ notice before the current term expires, unless the Order Form permits otherwise.[1] See Fee changes apply at renewal with 90 days’ notice. A customer purchase order is treated as incorporating the EULA, and any additional or different terms in it “shall be null and void”.[1]
Term, termination and exit
The EULA lasts for the Term. Except for cause, the customer “may not terminate this Agreement or the subscription set forth in the Order Form prior to the expiration of the then-current Term”.[1] NinjaOne may suspend or terminate in four cases: an uncured breach after 30 days, or an egregious breach; non-payment more than 10 business days after a written request; malicious or illegal activity in the tenant; or insolvency. If NinjaOne terminates for cause, it may collect “all of the Fees that remain payable under this Agreement for the entire Term”. If the customer terminates for NinjaOne’s breach, the customer receives a pro-rata refund of prepaid Fees.[1]
This sits beside the pricing page’s statement that partners without a promotional commitment “can choose to cancel at any time by giving 60-days notice”.[7] Which rule governs a given subscription depends on its Order Form, which controls over the EULA.[1]
When the EULA ends, all rights cease. The customer must stop using the software and destroy or return all copies.[1] The customer then has 45 days to retrieve its data through the software’s standard functionality or the public API. For data in the SaaS backup or device backup products, the 45 days apply to export through the backup tools, and any bulk or custom extraction must be requested before expiry and may be charged. After the 45 days NinjaOne may delete the data, and it “cannot be recovered”.[1] See 45-day data retrieval window after termination.
Liability, warranty and data
NinjaOne warrants that the software will operate substantially in line with the Documentation during the Term. The remedy is repair or replacement, or termination with a pro-rata refund. The warranty does not cover beta products, Third-Party Products or Scripts.[1] NinjaOne’s total liability is capped at the greater of the Fees paid or payable in the 12 months before the first event giving rise to liability, or USD 10,000. The cap is one aggregate amount, not a per-claim or per-year amount.[1]
The customer owns Your Data. NinjaOne owns Usage Data, may use it in anonymized or aggregated form, and may use Your Data to confirm compliance with usage limits. AI Feature inputs are used for training only in anonymized and aggregated form.[1] Customers process personal data under a Data Processing Addendum, which they sign and return to NinjaOne.[6]
Updates, precedence and assignment
NinjaOne may update the EULA and post the new version. A customer that objects must say so in writing within 30 days, and its only remedy is to stop using the affected software. “Your continued use of the Software for more than 30 days following the update, shall constitute Your acceptance of any updated terms”, and an update gives no right to terminate.[1] Where the EULA and an Order Form conflict, “the Order Form shall control”.[1]
Assignment needs consent, which may not be unreasonably withheld. Either party may assign the EULA without consent to a successor of all or substantially all of its business, if it gives notice within 30 days and the successor assumes the obligations. A customer’s assignee may not be a NinjaOne competitor.[1] Delaware law governs, with exclusive jurisdiction in Wilmington.[1]
Virtualization & partitioning
The EULA has no virtualization or partitioning terms. The limit in §3.2 counts devices on which the software is installed or used.[1]
Cloud / BYOL
The EULA licenses a SaaS service, so there is no bring-your-own-licence path onto third-party clouds. It does bar uploading ITAR-controlled or classified data into the SaaS Service.[1]
Programs
API License Agreement for Customers
Using the NinjaOne API requires a separate agreement. It grants “a limited, revocable, non-exclusive, non-transferable, non-sublicensable license” to use the API “solely for Your legitimate internal business purposes in developing, supporting, or using Your Applications”.[2] API keys are available only to system administrators and may not be shared. NinjaOne may set API Limits on requests or on the number of users served, and use beyond those limits needs written consent. Using the API to build competing products, or for benchmarking, is barred.[2] Liability under this agreement is capped at the greater of 6 months of fees or USD 2,500. Texas law applies. For API use, this agreement controls over the EULA and the Order Form.[2] See API licence is for internal business purposes and subject to API Limits.
Professional Services Addendum
Professional services, such as configurations, scripts and automations that NinjaOne builds in the customer’s environment, are bought on a Statement of Work. They fall under the Professional Services Addendum, which becomes part of the EULA.[3] For direct customers, NinjaOne invoices “immediately after You sign the Statement of Work”, and payment is due on receipt. Customers who buy through a reseller pay on the terms agreed with the reseller.[3] The services count as accepted unless the customer rejects them within 3 business days of the review call. NinjaOne owns the Work Product.[3]
Customer Referral Program
Current MSP and internal IT customers can earn referral awards if they are not public-sector companies and have fewer than 3,000 employees. An account that is not compliant with the EULA, or has overdue payments, may be treated as not in good standing and become ineligible.[4] The award is “2 times the average monthly payment due under the subscription, up to a maximum of $5,000 USD”. It is paid only after the referred customer subscribes within 6 months and pays its first 3 months on time.[4]
Out of scope
This article does not cover pricing or billing mechanics (NinjaOne per-device pricing and billing), SaaS Backup storage rules (NinjaOne Backup licensing), the privacy policy, the content of the Data Processing Addendum, partner and reseller agreements, which are not public, or the EULA translations NinjaOne publishes in other languages.