End User License Agreement
Scope. This End User License Agreement (“EULA”) sets forth the exclusive terms and
conditions under which Netskope, Inc. (“Licensor”) grants a limited license to the end user
(“Licensee”) of the Licensor’s security software and related data media and documentation
(collectively, the “Software”) in conjunction with Licensee’s subscription to Licensor’s cloudbased service under which the Software is downloaded for Licensee’s use (the “Service”). The
Licensee’s use of the Software constitutes acceptance of the terms and conditions of this EULA.
Any conflicting term or condition, including those that may be embedded in any purchase order,
order acknowledgment, invoice or other forms used by the parties, shall be of no force or effect
unless agreed to in a writing by the party against which any such term or condition is asserted.
Ownership of Software IP. All right title and interest in and to the Software and all modifications
and derivatives thereof, including all patent, copyright, trade secret and other intellectual
property rights therein resides and will reside in Licensor and its licensors as applicable (the
“Software IP”).
Grant of License. Licensor hereby grants Licensee a nonexclusive, nontransferable license under
the Software IP to utilize the Software solely in conjunction with the Service during the term
specified in the subscription quotation issued by Licensor or its authorized reseller to Licensee
(the “Quotation”). The Software may not be decompiled, disassembled, decoded, reverse
engineered, or modified, nor may it be disclosed, distributed or made available to third parties.
Licensor may upon written notice terminate this grant if the forgoing restrictions are violated or
the fees specified in the Quotation are not paid when due. Licensee acknowledges that any
violation of the foregoing restrictions will cause Licensor irreparable harm entitling Licensor to
injunctive relief without posting bond or other security.
Fees. The license granted hereunder is subject to Licensee’s timely payment of fees as specified
in the Quotation issued by Licensor or by Licensor’s authorized reseller. Late payments will bear
interest at the rate of 1.5% per month or, if less, the highest rate permitted by law. Licensee is
required to pay any and all transaction taxes, regardless of how or who imposed on, which are
taxes that arise as a result of the EULA except for taxes imposed on Licensor’s net income.
These transaction taxes may include, but are not limited to, local, state, provincial, federal or
foreign taxes, levies, duties or similar governmental assessments of any nature, including value
added taxes, consumption taxes, goods and services taxes, GST/HST, excise, sales, use or similar
taxes and any withholding taxes (together “Taxes”). All amounts paid pursuant to this EULA are
payable in full and without reduction for Taxes. If Licensor has a legal obligation to pay or
collect Taxes for which Licensee is responsible under this section, the appropriate amount shall
be invoiced to and paid by Licensee, unless Licensee provides Licensor with a valid tax
exemption certificate authorized by the appropriate taxing authority. If Licensee is required by a
governmental taxing authority to withhold an amount from any payment due hereunder and pay
such amount to the governmental authority, the prices will be grossed-up so that the net payment
equals the original price.
Audit. Licensor shall have the right to inspect Licensee’s records in order to verify Licensee’s
compliance with its obligations and restrictions under this EULA, including inspecting the
console and ensuring it is at or below the licensed user count. Licensee shall promptly pay the
difference if such verification reveals an underpayment.
Warranty. The Software is warranted to conform to and perform in accordance with the
description contained in the Quotation for a period of one year from the distribution of the
Software to Licensee, provided that Licensee notifies Licensor in writing of the nature of any
claimed defect during this period and Licensor is able to reproduce and verify the defect, in
which case, as Licensee’s sole remedy, Licensor will make commercially reasonable efforts to
eliminate or work around the defect, failing which Licensor will refund the fees paid by
Licensee for the Service involving the defective Software. LICENSOR MAKES NO OTHER
WARRANTIES RELATING TO THE SOFTWARE OR SERVICE, EXPRESS OR IMPLIED,
AND EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, FITNESS
FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.
IP Indemnity. Licensor will defend at its own expense any third-party claim, suit or proceeding
brought against Licensee insofar as it is based on a claim that the Software, as provided by
Licensor and used in conjunction with the Service, constitutes an infringement of a valid United
States patent or a valid United States copyright. Licensor will pay all damages, costs and expenses
finally awarded to third parties as a result of a final judgment against Licensee or settlement of
such claim negotiated by Licensor, but shall not be responsible for any compromise made without
its consent. To qualify for such defense and payment, Licensee must: (i) give Licensor prompt
written notice of any such claim, and (ii) allow Licensor to control, and fully cooperate with
Licensor in, the defense and all related settlement negotiations. Upon notice of an alleged
infringement, or if, in Licensor’s opinion, such a claim is likely, Licensor shall have the right, at its
option, to obtain the right to continue the distribution of Products, substitute other products or
services with similar operating capabilities and/or performance, or modify the Product so that it is
no longer infringing or subject to a third party claim. In the event that none of the above options are
commercially practicable in Licensee’s sole discretion, Licensor may terminate this EULA and all
accompanying licenses. In the event of such termination, Licensee may as its sole and exclusive
remedy obtain a refund from Netskope of the fees paid for Service subscriptions prorated for the
remainder of any pre-paid subscription term unused by the Licensee. This Section states Licensor’s
entire liability for intellectual property misappropriation or infringement. Licensor shall not be
responsible for any claim of infringement that arises from
(i) unauthorized modifications to the Software, (ii) use of the Software in a manner or in
combination with software, firmware or hardware not provided by Licensor to the extent
such claim would not have occurred except for such modifications or use; (iii) use of other
than the latest available version of the Software made available to Licensee; or (iv) any use
of the Software not in accordance with this Agreement or the applicable documentation or
specifications.
Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR
ANY AMOUNT IN EXCESS OF THE FEES PAID BY LICENSEE FOR THE SERVICE
GIVING RISE TO SUCH LIABILITY. Licensor will not be liable for the cost of procuring
substitute or alternative software or services and neither party will be liable to the other party
for any special, indirect, incidental or consequential damages, under contract, tort, statute or
other legal theory, even if such party is aware of the likelihood of such damages occurring. This
Section shall not, however, apply to Licensee’s violation of the restrictions above under Grant
of License or to Licensor’s obligations above under IP Indemnity.
Complete Contract. This EULA and the Quotation incorporating this EULA constitutes the
complete and binding contract between Licensor and Licensee regarding the Service and the
licensing of the Software thereunder. It may be modified only in a written instrument signed on
behalf of both parties.
Governing Law. This EULA and any Quotation incorporating this EULA shall be governed and
interpreted in accordance with the laws of the State of California without application of its
conflicts of law principles. The United Nations Convention on the International Sale of Goods
will apply to the extent that it establishes the terms and conditions of this EULA and the
Quotation incorporating this EULA as the exclusive provisions of the contract between the
parties relating to procurement of licensing rights to the Software.
Disputes. All disputes arising under or related to this EULA and any quotation incorporating
this EULA shall be resolved by binding arbitration under the Commercial Arbitration Rules of
the American Arbitration Association in proceedings conducted in the English language in San
Francisco, California and judgment on the arbitration award may be entered in any court having
jurisdiction. However either party may at any time bring an action for injunctive relief in any
court having jurisdiction.
In Witness Whereof, the parties hereto have executed this EULA as of the date of
last signature, below, by an authorized representative of each party.
_____________________
NETSKOPE, INC.
By:
By:
Name:
Name:
Title:
Title:
Date: __________________________________
Date: __________________________________