nTop Startup Program - Order Form

NTOP STARTUP PROGRAM

ORDER FORM

PLEASE READ THE BELOW NTOP STARTUP PROGRAM LICENSE ORDER FORM (“ORDER FORM”) IN FULL BEFORE INSTALLING, CONFIGURING, ACCESSING, AND/OR USING THE PROPRIETARY SOFTWARE (“SOFTWARE”) OF NTOPOLOGY INC., D/B/A NTOP, A DELAWARE, U.S.A. CORPORATION (“NTOPOLOGY” OR “NTOP”). BY E-SIGNING OR CLICKING YOUR ACCEPTANCE BELOW AND PROCEEDING THROUGH THIS WEBFORM, YOU (“COLLABORATOR”) HEREBY ACKNOWLEDGE, REPRESENT AND CERTIFY THAT: (A) YOU HAVE FULLY READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THE ORDER FORM; (B) YOU HAVE THE FULL AUTHORITY TO LEGALLY BIND THE ENTITY OR INDIVIDUAL SPECIFIED AS LICENSEE ON THE SIGNATURE PAGE OF THE ORDER FORM; (C) YOU CONSENT AND AGREE TO ENTER INTO THE ORDER FORM ELECTRONICALLY, AND YOU AGREE TO THE USE OF ELECTRONIC RECORDS AND SIGNATURES IN CONNECTION WITH THE ORDER FORM; AND (D) YOU UNCONDITIONALLY AGREE TO BECOME A PARTY TO, AND BE LEGALLY BOUND BY, THE ORDER FORM (AND ANY OTHER AGREEMENT EXPRESSLY INCORPORATED THEREIN). NTOP DOES NOT AGREE TO ANY OTHER TERMS UNLESS EXPRESSLY PROVIDED OTHERWISE IN WRITING. IF YOU DO NOT REPRESENT AND CERTIFY TO THE FOREGOING IN FULL, YOU MUST GIVE IMMEDIATE WRITTEN NOTICE TO NTOP AND NOT ACCESS NTOP STARTUP IN ANY WAY. THE TERMS POSTED HERE (INCLUDING THIS PREAMBLE PARAGRAPH) WILL CONTROL AND PREVAIL IN THE EVENT OF ANY INCONSISTENCY OR AMBIGUITY WITH THE TERMS OF THE ORDER FORM’S HARDCOPY OR DOCUMENT VERSION. THE PARTIES MAY BE REFERRED TO HEREINAFTER INDIVIDUALLY AS A “PARTY”, AND TOGETHER, “PARTIES”.

This Order Form (“Order Form”) is by and between nTopology Inc., a Delaware, U.S.A. corporation (“nTop” or “nTopology”) and the customer identified below (“Customer”)(individually, “Party”, and together, “Parties”). THIS ORDER FORM IS ENTERED INTO PURSUANT TO AND SHALL BE GOVERNED BY THE THEN-CURRENT VERSION OF THE END USER LICENSE AGREEMENT LOCATED AT: HTTPS://WWW.NTOP.COM/EULA (THE “EULA” AND, TOGETHER WITH THIS ORDER FORM, “AGREEMENT”), WHICH IS INCORPORATED HEREIN BY REFERENCE. All capitalized terms not defined in this Order Form have the meaning given to them in the EULA. This Agreement and the license provided hereunder will become effective as of the date provided below (the “Effective Date”). In the event of any conflict between this Order Form and the EULA, the terms set forth in this Order Form will prevail, but solely with respect to this Order Form. NTOP DOES NOT AGREE TO ANY OTHER TERMS, INCLUDING WITHOUT LIMITATION ANY TERMS ON CUSTOMER’S PURCHASE ORDER OR OTHER DOCUMENTATION.

Disclosures & Terms:

In addition to the provisions of this Agreement, both Customer and nTop agree as follows: Customer understands and agrees that the rights and licenses granted by nTop to Customer to nTop’s software (“Software”) in this Order Form (“nTop Startup License “) including any discounts or license exceptions provided hereunder are granted for purposes of Customer’s internal evaluation of its commercial use of the Software, as well as the future strategic alignment between both Customer and nTop. To that end, both Customer and nTop agree to regularly communicate with each other (email sufficient) to evaluate Customer’s use of the Software (but at a minimum, within four (4) months of the Effective Date and at every 4-month milestone thereafter unless otherwise agreed to). Upon the expiration of this Order Form’s Subscription Term, Customer acknowledges that, for purposes of any renewal(s) thereafter, Customer will be subject to nTop’s then-current standard pricing, unless otherwise agreed to by nTop. No provision of this Agreement shall be modified or altered unless expressly provided otherwise herein.

Subscription Information:

• Subscription Term: 12 months, commencing on the Effective Date (“Subscription Term”).
• Payment Term: As a limited, one-time concession granted by nTop to Customer, no payment is due for purposes of this Order Form only.
• Startup License(s) Only: No restriction on the number of users or concurrency, provided that such users are directly affiliated with the Customer organization (i.e., internal users) and are using the license(s) for internal purposes only.

Customer Support Information:

Core Onboarding Package:

• Self-Service: Includes uncapped access to nTop Learning Center.

Additional Terms:

• Inclusions: Access to nTop Learn (i.e., learn.ntop.com); nTop online knowledge base (i.e., support.ntop.com); and to support@ntop.com for basic troubleshooting (i.e., software access, licensing, and user management issues, receiving any bug reports or enhancement requests).
• Exclusions: Technical support beyond basic troubleshooting; Workflow consultation(s); Premium customer support features such as video-conferencing and escalations.
  

[END OF AGREEMENT]