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 t