THIS NETSKOPE SUBSCRIPTION SERVICES AGREEMENT (“Agreement“) GOVERNS THE USE OF NETSKOPE CLOUD SERVICES, AND ANY RELATED HARDWARE, SOFTWARE, IMPLEMENTATION SERVICES AND SUPPORT SERVICES DESCRIBED HEREIN TO BE PROVIDED BY NETSKOPE, INC. (“Netskope”). BY ACCESSING OR USING THE SERVICES, THE ENTITY PURCHASING, ACCESSING OR USING SUCH SERVICES (the “Customer”) CONSENTS TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE. NETSKOPE PERMITS CUSTOMER TO ACCESS AND USE THE SERVICES ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Customer may obtain a subscription to access Services only by means of an Order placed with Netskope or Netskope’s authorized third party resellers and cloud marketplaces (“Resellers”). This Agreement and the terms referenced herein constitute the sole and entire agreement between the Parties with respect to the subject matter herein, and supersedes all prior discussions and agreements, whether written or oral, with respect to such subject matter. Periodically, Netskope may, at its discretion, update and modify this Agreement, to be effective with respect to the Customer’s purchases and renewals of Services after such updates and modifications are posted. If Customer and Netskope have signed a separate written agreement for provision of Services, then the signed agreement shall control with respect to the Services provided under such agreement.
If Customer is receiving access to or use of Services, Software, or Hardware for evaluation, proof of concept, or demonstration purposes (collectively, “Evaluation Services”) without charge, then Customer may only use the Evaluation Services for internal testing and evaluation purposes for a period of up to 30 days (or a pre-set lower period for interactive demonstrations) from the date of first access to the Evaluation Services (the “Evaluation Period”). For Evaluation Services, references herein to the Subscription Period shall mean the Evaluation Period. Netskope may, in its sole discretion, agree to extend the Evaluation Period by written authorization. At the end of the Evaluation Period, Customer must delete all Software and Documentation provided in connection with the Evaluation Services and must promptly return all Hardware in accordance with Netskope’s instructions. Netskope may invoice for the full amount of any Hardware not returned within 30 days after the end of the Evaluation Period. Netskope may disable access to the Services automatically at the end of the Evaluation Period without notice. Sections 5 (Fees and Payment) and 8.1 (Netskope Warranties) shall not apply to Evaluation Services. THE EVALUATION SERVICES ARE PROVIDED “AS IS”, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NETSKOPE DISCLAIMS ALL GUARANTEES, WARRANTIES AND REPRESENTATIONS RELATING TO THE EVALUATION SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
1. Definitions. Capitalized terms used in this Agreement are defined in this Section or in the Section of this Agreement where they are first used.
1.1 “Affiliate” means any present or future entity controlling, controlled by, or under common control with, a Party.
1.2 “Customer Data” means the Payload and the Output.
1.3 “Documentation” means Netskope’s published documentation and user guide for the Services in effect as of the date of the applicable Order, as Netskope may update from time to time in connection with Service upgrades and Software updates issued pursuant to Support.
1.4 “Hardware” means the Netskope hardware products set forth in an Order that are provided by Netskope for use with a Service.
1.5 “Hardware Terms” means the terms applicable to Hardware set forth at https://www.netskope.com/hardware-terms.
1.6 “Implementation Services” means the configuration, training and other implementation services identified in an Order to be provided by Netskope to Customer as set forth in the applicable Implementation Services Description Document.
1.7 “Implementation Services Description Document” means the written scope description and related terms provided by Netskope that describe the Implementation Services.
1.8 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs designed to provide unauthorized access to or impede use of the Services or systems connected to the Services.
1.9 “Order” means the written order form, purchase order or other ordering document submitted to Netskope for the Services, Hardware, and/or Implementation Services purchased, which is accepted by Netskope.
1.10 “Output” means the log files of communications and transactions with third party cloud/SaaS/Web services or sites, which are generated by the Services for Customer according to parameters and policies created and configured in the Services by the Customer.
1.11 “Output Retention Period” means the period of time stated in the Documentation and product description for a Service during which the Output is retained by Netskope and available to Customer. Extended storage periods are available for some Services at an additional fee.
1.12 “Party” means Customer and Netskope individually, and collectively, the “Parties.”
1.13 “Payload” means the network payload that Customer submits to the Services, including the data in packets and files that Customer transmits through the Services.
1.14 “Service Level Agreement” or “SLA” means Netskope’s standard service levels and related terms offered as of the date of the applicable Order and fixed for the duration of the applicable Subscription Period; SLAs are available at https://www.netskope.com/support-terms.
1.15 “Services” means the online, Web-based applications provided by Netskope that are set forth in an Order, and, if applicable, use of Software provided by Netskope to access the Services.
1.16 “Software” means the software, in object code form, that Netskope may provide for Customer’s installation and use on computers or personal devices in connection with the Services, or embedded on Hardware.
1.17 “Subscription” means permission for Customer to access and use the Services, as limited by the Subscription Period and Subscription Units purchased by Customer pursuant to an Order, and as otherwise provided herein.
1.18 “Subscription Period” means the limited period of Customer’s Subscription as provided in the applicable Order.
1.19 “Subscription Units” means the units and measurements/metrics for determining Subscription entitlements and fees provided by Netskope as of the date of the applicable Order and fixed for the duration of the applicable Subscription Period; Subscription Units are set forth at https://www.netskope.com/subscription-unit-charges.
1.20 “Support” means Netskope’s standard maintenance and support services and related terms offered as of the date of the applicable Order and fixed for the duration of the applicable Subscription Period; Support terms are available at https://www.netskope.com/support-terms.
1.21 “Third Party Content” means third party websites and content that Customer, at its option, may choose to access through the Service, including supplemental information made available through the Service administrative interface at Customer’s request. Customer will be notified at the time such supplemental information is offered, and provided the option to access or refuse such information.
1.22 “Third Party Products” means third-party products, applications, services, systems or other information resources not provided by Netskope that Customer, at its option, may choose to link or integrate with Customer’s Services instance through Netskope’s application programming interfaces (APIs).
2. Purchases through Resellers. Unless otherwise agreed by Netskope, the Services, Hardware and/or Implementation Services will be purchased through Resellers, and Orders therefore include orders placed by Reseller for resale to Customer. The terms of this Agreement apply to Services, Hardware and/or Implementation Services purchased through Resellers, except the fees charged by the Reseller and terms relating to invoicing, currency, payment, and taxes shall be as agreed between Customer and the Reseller. All other obligations of Netskope regarding Services, Hardware and/or Implementation Services ordered from Resellers are only as expressly set forth in this Agreement. Resellers are not authorized to bind or obligate Netskope to any different or additional terms or commitments. As between Netskope and Customer, in the event of a conflict between the terms of this Agreement and the terms of the agreement between Customer and the Reseller, the terms of this Agreement shall control.
3. Services.
3.1 Provision of Services; Access. Netskope services are provided on a Subscription basis. Except services made available for authorized evaluation without charge, Customer is required to purchase a Subscription for all Netskope services in use by Customer through placement of an Order. Subject to the terms of this Agreement, Netskope grants Customer a non-exclusive, non-transferable (except as otherwise stated in Section 14.7 (Assignment)) right during the Subscription Period to access and use the Services limited by the Subscription Units set forth in the applicable Order, only for Customer’s own use in accordance with the Documentation. For Services identified as “test” or “lab”, Customer only has the right to use such Services for non-production uses, including pre-production staging and testing, and not for production purposes. Customer may permit its Affiliates, service providers, contractors, and agents that are not competitors of Netskope (collectively, “Authorized Parties”) to access and use Customer’s Subscription, subject to the terms and conditions of this Agreement. Any access or use by an Authorized Party will be subject to the same limitations and restrictions that apply to Customer under this Agreement, and Customer will be responsible for Authorized Parties’ use and actions relating to Customer’s Subscription. Customer’s Subscription (including use by Authorized Parties) is subject to user quantity, capacity, data maintenance or other limitations described in Netskope’s quotation and Documentation for the Services, in accordance with the applicable Subscription Unit terms.
3.2 Software License. If Netskope provides Software for use of a Service, then Netskope grants Customer a non-exclusive, non-transferable (except as otherwise stated in Section 14.7 (Assignment)) license to install and use the Software only in object code form on compatible devices identified in the Documentation, solely for permitted use of the Services during the Subscription Period and in accordance with the applicable Order. Software provided for use on Hardware may only be installed on the applicable Hardware, and may cease to function upon the expiration or termination of the Services. Customer’s use includes use by Authorized Parties in accordance with Section 3.1 (Provision of Services; Access) as necessary for provision of the Services. Except as expressly licensed above, Netskope retains all ownership of and rights in the Software. The Software may not be decompiled, disassembled, decoded, reverse engineered, or modified (except to the limited extent that applicable law prohibits such restrictions), nor may it be disclosed, distributed, or made available to third parties other than Authorized Parties accessing the Services.
3.3 Netskope Responsibilities. During the Subscription Period, Netskope will provide the Services in accordance with applicable SLAs and will provide Support for the Services. Netskope may, without liability, suspend, limit or throttle the Services (i) as necessary to prevent an attempted security breach or cyber-attack, (ii) in order to protect Netskope’s or its customers systems, (iii) in order to prevent abuse of Netskope’s systems, including surges or spikes in Customer’s usage beyond purchased Subscription Units, or (iv) if required by a governmental entity or law enforcement agency. Customer shall receive notification of such suspension, to the extent and in the manner, that Netskope provides a notification to its other affected customers.
3.4 Customer Responsibilities. Customer shall (i) be responsible for its Authorized Parties’ and users’ compliance with this Agreement, (ii) be solely responsible for selecting the Output to be generated and the data management and security configurations and options made available by Netskope in connection with the Services, as well as for the integrity, encryption, and legality of Payload it submits to the Services, (iii) use reasonable measures to prevent unauthorized access to or use of the Services, and notify Netskope promptly upon Customer becoming aware of any such unauthorized access or use, (iv) use the Services only in accordance with the Documentation, applicable laws and government regulations, and (v) be responsible for securing, maintaining and updating its account data (including account names, email address, passwords, network identifiers or similar information used to identify and authenticate users on the Service, and allow access to administrator interfaces for Customer’s administrators managing the Services on behalf of Customer), and for all uses of the Services thereunder. Customer shall immediately notify Netskope of any compromise or breach of account data maintained by Customer or unauthorized access using Customer’s account data. Customer shall ensure that it has purchased or obtained all necessary licenses or subscriptions required to properly access and use third party services (including, without limitation, Microsoft Office 365) that are monitored or scanned by Services.
3.5 Hardware. Delivery, shipment, replacement, warranty and other terms relating to Hardware are as set forth in the Hardware Terms.
3.6 Additional Service Terms for Selected Services. Netskope may make certain Services available for separate purchase using dedicated environments, networks or local communication providers that are subject to additional terms. Such Services include Services provided in an environment operated pursuant to U.S. Federal Risk and Authorization Management Program (“FedRAMP Services”) and Services provided within the People’s Republic of China (“China Services”). For FedRAMP Services, Customer is required to comply with restrictions and requirements set forth by the U.S. Federal authorizing agency or Joint Authorization Board. Netskope will notify the Customer which FedRAMP Services requirements apply to the Customer and are therefore the Customer’s responsibility to implement prior to the initiation of FedRAMP Services, and following a change to these requirements. For China Services, it is the Customer’s responsibility to comply with content controls, not circumvent processes intended to comply with content controls, and to provide additional information and deliver applicable forms to local authorities for compliance purposes. As a condition of Netskope providing China Services, Customer may be required to submit such forms and information prior to the execution of the Order for China Services and after receiving Netskope’s request at any time during the Subscription Period. Netskope may suspend or terminate FedRAMP Services or China Services if Customer fails to comply with such requirements. In the event of regulatory changes in the People’s Republic of China, acts of government authorities, or acts of the licensed local telecommunication supplier which affect Netskope’s ability to provide the China Services, Netskope will be entitled to suspend or terminate China Services, without further liability.
3.7 Third Party Products and Content. This Agreement does not cover, and Netskope shall not be responsible for, Third Party Products and Third Party Content whether or not Netskope designates them as authorized, certified or approved. Customer remains solely responsible for its selection and use of Third Party Products and Third Party Content.
4. Implementation Services.
4.1 Implementation Services. Netskope will provide the Implementation Services identified in an Order, in accordance with this Section 4 (Implementation Services) and the Implementation Services Description Document. Implementation Services consist only of services to assist Customer with implementation and configuration of existing Netskope functionality in the Services. Netskope will not provide custom development or changes to the Netskope Services or Software as a part of the Implementation Services. Similar Implementation Services may be provided to Netskope’s other customers.
4.2 Personnel. Netskope personnel assigned to perform the Implementation Services will be professional and qualified in the performance of the Implementation Services. If Customer, in its reasonable judgement, believes that Netskope personnel assigned to the Implementation Services do not meet the requirements in this Section 4 (Implementation Services), Netskope will use reasonable efforts to replace such personnel.
4.3 Tools and Work Product. Customer understands the results of the Implementation Services are generally applicable to Netskope’s business and may be provided using pre-existing or independently created templates, tools, scripts, policies and similar materials and generally applicable modifications of the foregoing (collectively, “Netskope Tools”). Any reports, diagrams, configuration documentation and similar materials that may be created specifically for Customer pursuant to the Implementation Services, if any, (“Customer Work Product”) will be owned by Customer, excluding configurations of Netskope’s services and Netskope Tools (ownership of which is retained by Netskope). Netskope hereby grants Customer a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Netskope Tools as incorporated in the Customer Work Product solely for Customer’s internal purposes in connection with its use of the Services.
4.4 Access. Customer acknowledges that timely access to Customer information, personnel or other resources may be necessary for the provision of Implementation Services, and Netskope shall not be liable for any delay or deficiency resulting from Customer’s delay.
4.5 Change Request. Customer may submit written requests to Netskope to change the scope of Implementation Services. Netskope will promptly notify Customer if it believes that the requested change requires an adjustment to the fees, schedule, assumptions or scope for the performance of the Implementation Services. Neither Party is bound by a change request unless agreed in writing by both Parties pursuant to a mutually executed amendment or change order.
5. Fees and Payment.
5.1 Fees. Subscription fees are set forth in the applicable Order. Customer shall pay all fees set forth in Orders and all fees properly invoiced for Subscription Units added during the applicable Subscription Period. Subscription fees are invoiced in advance upon acceptance of the Order. Unless otherwise stated in the Implementation Services Description Document, Implementation Services fees are invoiced in advance upon acceptance of the Order. Fees are committed for the Subscription Period and are nonrefundable by Netskope except as expressly stated in Section 11.5 (Effect of Termination) below. Customer and Netskope shall cooperate in good faith to determine if Customer’s usage exceeds the number of Subscription Units purchased. Customer shall provide information and confirmation in writing as reasonably requested by Netskope for such purposes. If such information or confirmation reveals that Customer’s use exceeds the purchased Subscription Units, then Netskope (directly or through the applicable Reseller) will have the right to invoice Customer in accordance with the Subscription Unit terms. Without limiting Netskope’s foregoing rights, Netskope may work with Customer to reduce usage so that it conforms to the purchased Subscription. Notwithstanding anything to the contrary herein, Netskope will have the right to directly invoice Customer for overages, regardless of whether Customer purchased the Subscription from a Reseller. Netskope does not provide credits or refunds for unused Subscription Units or reductions in usage.
5.2 Purchases from Resellers. If purchasing through a Reseller, prices for each Subscription and any invoicing, payment, currency, taxes and related terms and conditions will be established by the Reseller. Customer’s payment obligations for such Subscriptions will be with the Reseller, not Netskope. Customer will not have direct fee payment obligations to Netskope for those Subscriptions. However, in the event that Customer fails to pay the Reseller for Customer’s purchased Subscriptions, Netskope retains the right to enforce Customer’s payment obligations and collect directly from Customer. For purchases from Resellers, Netskope and Customer agree that neither shall have any tax obligations to the other, and all tax matters are handled between the Customer and the Reseller.
5.3 Purchases Direct from Netskope. If purchasing directly from Netskope, Customer will pay Netskope the fees stated in the Order in U.S. Dollars without deduction or setoff in accordance with the remittance instructions provided by Netskope. Fees invoiced by Netskope will be due and payable within thirty (30) days after receipt of invoice. Netskope’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Netskope has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.4 (Purchases Direct from Netskope), the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Netskope with a valid tax exemption certificate. For clarity, Customer is not responsible for taxes assessable against Netskope based on Netskope’s income, property, and employees. Where Customer is required by applicable law to make deductions or withholdings from payments to Netskope, Customer shall “gross up” any payment to ensure Netskope receives the fees as stated in an Order notwithstanding such withholding.
5.4 Expenses. Netskope will not be entitled to be reimbursed for travel, living or other expenses incurred in the performance of this Agreement unless provided in the Order, Implementation Services Description Document, or otherwise pre-approved by Customer in writing. For reimbursed expenses, Netskope will provide Customer with copies of receipts and other customary documentation.
6. Proprietary Rights; Customer Data.
6.1 Reservation of Rights. Netskope reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights to Services or Software, express or implied, are granted to Customer other than as expressly stated in this Agreement.
6.2 Restrictions. Customer shall not, directly or indirectly: (i) sell, rent, lease or make the Services available to any third party other than Authorized Parties, (ii) knowingly use the Services in violation of applicable laws and regulations (including but not limited to any applicable privacy and employment laws), or to store or transmit infringing, libelous, tortious or otherwise unlawful material in violation of third-party rights or applicable laws or regulations, (iii) seek to interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (iv) create derivative works based on the Services, (v) violate, circumvent, tamper with or seek to gain unauthorized access to restricted aspects of the Services or related systems or networks, reverse engineer or otherwise seek to discover any underlying algorithms or nonpublic aspects of the Services or Software, (vi) access or attempt to access an account, data or systems that Customer is not authorized to access; (vii) attempt to probe, scan, or test the vulnerability of the Services or any related system or network; (viii) breach any security or authentication measures, or circumvent any restriction on access, availability or usage of the Services; (ix) use the Services to crawl, scrape or otherwise access or collect data from third party websites or services using automated
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