These hardware terms (“Hardware Terms”) set forth specific additional terms and conditions which apply to any purchase order placed by an end user customer (“Customer”) and accepted by Netskope, Inc. (“Netskope”) which includes the supply of Netskope hardware for use with Netskope subscriptions (“Hardware”) as identified on the applicable purchase order accepted by Netskope (the “Order”).
These Hardware Terms are subject to the terms of the Netskope Subscription Services Agreement available at https://www.netskope.com/subscription-terms. Capitalized terms used but not defined in these Hardware Terms will have the meaning assigned to them in the Netskope Subscription Services Agreement. Unless expressly stated otherwise below, in the event of any inconsistency or conflict between the Netskope Subscription Services Agreement and the terms of these Hardware Terms, the Netskope Subscription Services Agreement will prevail. If Customer and Netskope have signed a separate written agreement applicable to supply of the hardware and hardware support, then the terms of the signed agreement shall apply and control with respect to the hardware and hardware support provided under such agreement.
I. Shipment, Delivery and Title. Netskope will provide an estimated shipment date to Customer identified in the Order in accordance with requested shipment dates on the Order. Any shipment or delivery dates indicated by Netskope are estimates only and subject to change. Netskope will endeavor to provide notice of any change to the shipping date at least one week before the initial estimated delivery date. All Hardware is delivered Ex Works (Incoterms® 2020) at Netskope’s depot in California. Title and all risk of loss, damage, theft, or destruction pass to the buyer upon placement with the carrier for shipment. Prices for Hardware and Software do not include shipping, insurance, handling, sales, use, value added (VAT), excise, export, withholding or similar taxes or fees, which are the responsibility of the buyer. If Netskope is required to collect any sales, use, VAT or similar taxes from Customer, such taxes will be invoiced to the buyer as a separate line item. If the buyer does not designate a carrier account for shipment, Netskope will ship the Hardware using Netskope’s standard methods and invoice the buyer for shipping at Netskope’s standard rates. All shipping and delivery dates are estimates only. Netskope shall not be liable for any delays in shipping or delivery. Customer must notify Netskope in writing within thirty (30) days of receiving the Hardware if Customer believes any part of the Hardware shipment received is missing or incorrect.
II. Subscription Period. For subscription services associated with Hardware, the initial subscription period begins on the dates set forth below:
(a) For Netskope Borderless WAN Hardware, the initial service subscription period begins upon the earlier of (i) the first date of activation of the Netskope Borderless WAN subscription service by Customer, and (ii) ninety (90) days after the Hardware is placed for shipment to Customer.
(b) For Netskope IoT Security Hardware, the initial service subscription period begins upon the date the Hardware is placed for shipment to Customer.
III. Warranty. Netskope warrants that: (a) the Hardware shall be (i) new and unused upon original shipment by Netskope, and (ii) free from material defects in material and workmanship for the original subscription period, and (b) the Software provided with Hardware will perform materially in accordance with Netskope’s published documentation for the Software (the “Documentation”). As the exclusive remedy and Netskope’s sole liability for breach of this warranty, Netskope shall, at its own expense, use reasonable efforts to correct or replace the nonconforming Hardware or Software. Customer must return nonconforming Hardware or place such Hardware for disposal as directed by Netskope. Upon receipt of returned Hardware (if applicable) and confirmation of non-conformity, Netskope shall use commercially reasonable efforts to provide a conforming replacement shipment within a reasonable period which may include replacing the Hardware with the same or similar Hardware of at least equivalent functionality. Replacement Hardware may be new or refurbished. Customer must be issued a return materials authorization (“RMA”) number prior to return to Netskope. Netskope may refuse to accept returns without an RMA number identified. Customer will be responsible for costs of shipping to return non-conforming Hardware to Netskope. Issues with Software will be submitted and addressed in accordance with Netskope’s standard support terms available at https://www.netskope.com/support-terms.
IV. Support. Support for Hardware and Software is provided pursuant to Netskope’s standard support services, a description of which is available at https://www.netskope.com/support-terms. Support for Hardware may require installation of a currently supported Software release. Software may only be installed on the applicable Hardware for which the Software was provided, and may cease to function upon the expiration or termination of the subscription period. Netskope will provide one year notice prior to last date of support for Hardware; Netskope will not provide support services, hardware replacement or Software updates for any Hardware that has reached its last date of support.
V. Advance Replacement Services. Purchase of the Netskope Borderless WAN Bundle in the United States includes Advanced Replacement Services for the Hardware included in that purchased bundle. Advance Replacement Services for Hardware is otherwise subject to separate purchase. Advance Replacement Services are only available for units within the United States. For Hardware determined by Netskope to be defective, Netskope will issue Customer an RMA number for the return of the defective Hardware. For RMAs processed and issued before 11:00am Pacific Time, replacement units will be placed for shipment the next Business Day. For RMAs issued after 11:00am Pacific Time, replacement units will be placed for shipment within the following two Business Days. Customer must promptly return the defective Hardware unit (as identified by serial number to Netskope at the time RMA is issued) to Netskope in accordance with Netskope’s return instructions provided at the time of RMA issuance (including using the packaging and shipment label supplied by Netskope for the RMA), or place the Hardware for disposal if directed by Netskope. Customer must clearly mark the RMA number on the outside of the return package for returned units. Netskope may refuse delivery and return to sender at sender’s expense any unauthorized returns that do not include an RMA number. If return is required and the defective Hardware is not received by Netskope within 45 days after Netskope’s shipment of the replacement unit, Netskope may invoice the Customer and Customer shall pay for the defective Hardware at the then current list price less any applicable discount; nonpayment may result in suspension of support and replacement services. If Netskope reasonably determines that the returned Hardware did not contain the alleged defect or that failure was caused by Customer’s accident, negligence, improper installation, environmental factors, or misuse of the Hardware, then Netskope may, at its option, return the unit at Customer’s expense and Customer shall pay for the replacement unit at the then current list price less any applicable discount. For the purposes of this Section V, “Business Day” means Monday through Friday other than U.S. federal holidays.
VI. Compliance. The Hardware and Software (including any documentation and other technical data provided with Hardware and Software), are subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the “Export Act”), and the regulations promulgated thereunder. Customer is not permitted to export or re-export (directly or indirectly) any Hardware or Software without complying with the Export Act and the regulations thereunder.
VII. Exclusions. Netskope shall not be responsible or liable for correcting any errors or issues that are not reproducible by Netskope or problems due to: (a) Customer’s failure to implement Software updates made available under Netskope support; (b) any version of the Software running on any hardware or platform not supported by Netskope; (c) the use or operation of the Hardware other than as set forth in the Documentation; (d) any customizations, alterations, modifications of or additions to the Software other than updates provided by Netskope support; or (e) accident, negligence, improper installation, environmental factors, or misuse of the Hardware. Support entitlements, warranty coverage and Software licenses are not transferable to, and Netskope does not extend warranty coverage, Support or provide Software updates for, any Hardware or Software which are transferred to third parties or exported outside of the country to which Netskope originally shipped the Hardware or Software, without the express written consent of Netskope. Netskope is not responsible for security of data on Hardware returned to Netskope; Customer is solely responsible for deleting all Customer data from Hardware prior to placing for shipment to Netskope.
VIII. Evaluation. If Customer is receiving Hardware or Software for evaluation, proof of concept, or demonstration purposes without charge (collectively, “Evaluation Units”), then Customer may only use the Evaluation Units for internal testing and evaluation purposes for a period of up to 30 days (or other period agreed in writing by Netskope) from the date the Evaluation Units are received (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 from its systems and must promptly return all Hardware in good working order in accordance with Netskope’s instructions. Netskope may invoice Customer for the full amount of any Hardware not returned within 30 days after the end of the Evaluation Period. Customer understands that Netskope may disable access to related services at the end of the Evaluation Period without notice. Warranty and support terms do not apply to Evaluation Units. THE EVALUATION UNITS ARE PROVIDED “AS IS”, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NETSKOPE DISCLAIMS ALL GUARANTEES, WARRANTIES AND REPRESENTATIONS RELATING TO THE EVALUATION UNITS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Last updated: August 5, 2022