Last Updated: April 2023
The following terms and conditions, together with any materials, communication, documents or contracts they expressly incorporate by reference (collectively, “ToU”), govern your (“user”, “you”, or “your”) access to and use of https://ntop.com (the “Site”), including any content, data, functionality, and services offered on or through https://ntop.com (collectively, the “Content”), whether as a registered or non-registered user. The Site, the Content and all related services and products are owned and operated by nTopology Inc., a state of Delaware, U.S.A. corporation, and its affiliates (“nTop”, “Company,” “we,” or “us”).
Note that these ToU apply to the Site and its Content. From time to time you, and your affiliates/representatives, together with us, may enter into a separate Software Agreement, license or other agreement in purchasing or using our products and services, subject to different terms and conditions (each, a “Supplemental Agreement”). If any Supplemental Agreement provision conflicts with these ToU, the provision of the Supplemental Agreement shall prevail.
2. Age Requirement
This Site is offered and available to users who are at least 16 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with nTop and meet the foregoing eligibility requirement. If you do not meet these requirements, you must not access or use the Site. We encourage parents or legal guardians with questions or concerns on the matter to contact us.
3. Additional ToU in Service and Other Agreements
Certain sections or pages of the Site may contain separate terms, which are in addition to these ToU. You should read those additional terms carefully. By accessing such sections or pages, you agree to be bound by those terms in addition to these ToU. In the event of a conflict, those additional terms will govern your use of those sections or pages. You may be asked to enter into a Supplemental Agreement, in paper or electronic form, before you are permitted to access or use certain features or functionality within the Site or other nTop product or service. In the case of any Supplemental Agreement presented to you online, you authorize nTop to rely upon “checks” or “clicks” in designated locations that are attributable to your password as your voluntary consent to the terms of such Supplemental Agreements. These ToU are not intended to supersede or modify any Supplemental Agreement.
4. Monitoring use of Site
5. Usage and Proprietary Rights
All right, title and interest in this Site and its Content is the exclusive property of nTop, except as otherwise expressly stated in it. nTop grants to you, for the term of your use of the Site and agreement to these ToU, a personal, limited, non-exclusive, revocable (at any time), non-transferable and non-sublicense-able license to access the Site and the Content subject always to these ToU. You have no ownership rights in the Content, which is owned by nTop or its licensors, and which are protected under copyright, trademark and other applicable laws. You receive no copyright or any other intellectual property right in or to the Content, even as to Content which you contribute. You may use the Content only for your personal and non-commercial Use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any Content, including, but not limited to, any information, software, products or services obtained from the Site (except for the purposes expressly provided herein) without nTop’s prior written approval. You acknowledge that nTop may provide certain portions of the Content under license from Third Party Providers, and you agree to comply with any additional restrictions on your usage that nTop may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors. nTop retains exclusive control over this Site and the Content, and reserve the right, at any time and in our sole discretion, without prior notice to you, to (a) change, suspend or discontinue all or a portion of the Site and/or Content; (b) impose limits on, restrict or terminate your access to all or any portion of the Site and/or Content; or (c) terminate your license at any time and for any reason. You agree that nTop may monitor your use of the Content.
6. User and Account Registration
In order to access and use certain available features of the Site, you may be required to register for a user account tied to your email address that you or an authorized third-party provides during initial registration. You may also need to register in order to use certain features of the Site and subscribe to certain nTop services or products.
7. Trademarks of nTop and Others
All trademarks, service marks, slogans, logos, trade dress and other identifiers (“Marks”) displayed on the Site are the property of nTop, or of other parties. The names of other companies and third party products or services mentioned on the Site may be the trademarks or service marks of their respective owners. The Marks are protected by U.S. and foreign trademark, common law rights and statutes. You are prohibited from using any Marks for any purpose including, but not limited to, use on other materials, in presentations, as domain names, or as metatags, without the express written permission of nTop or such other party that may own the marks.
8. Copyright Notification
nTop respects the intellectual property rights of others and expects its users to do the same. nTop will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that any material or Content available on or through the Site or the service infringes upon any copyright you own or control, please notify nTop by contacting us, or by mailing a letter to our designated Copyright Agent, the nTop Legal Team, using the contact information provided below.
Attn: Legal Team, Copyright Agent
199 Lafayette Street, Suite 4AB
New York, NY 10012, USA
9. Third Party Links
Certain links may direct you to leave the Site or otherwise potentially direct you to third party websites. Such linked websites are not under the control of nTop and nTop is not responsible for the content of any linked website (even if that of its business partner(s) or service provider(s)) or any link or malware contained in a linked website, or any changes or updates to such websites. nTop is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement, investigation, verification or monitoring by nTop of such third party websites.
10. Disclaimer; No Warranties Made as to Content; No Responsibility to Verify or Update
THE SITE AND EVERYTHING IT CONTAINS ARE PROVIDED ON AN “AS IS”, “WHERE IS'' AND “WHERE AVAILABLE” BASIS. ALTHOUGH NTOP TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION ON THE SITE, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS AND NTOP HAS NO DUTY TO VERIFY OR UPDATE CONTENT. NTOP RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANYTIME AND WITHOUT NOTICE. NEITHER NTOP NOR ANY THIRD PARTY PROVIDER THAT CONTRIBUTES IN ANY MANNER TO THE CONTENT MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING WARRANTIES (A) WITH RESPECT TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE CONTENT; OR (B) THAT THE CONTENT SHALL BE UNINTERRUPTED OR ERROR FREE. FURTHER, NTOP AND ANY THIRD PARTY PROVIDER THAT CONTRIBUTES IN ANY MANNER TO THE CONTENT DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE CONTENT. YOU ASSUME THE ENTIRE RISK TO THE USE OF THE SITE AND THE CONTENT.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NTOP OR ITS AFFILIATES, SUBSIDIARIES OR CONTROLLING ENTITIES OR THEIR THIRD PARTY PROVIDERS, CONTRACTORS OR TECHNOLOGY OR CONTENT PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES (EACH, “NTOP PARTY”, COLLECTIVELY, “NTOP PARTIES”) HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY COSTS, LIABILITIES OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE OR CONTENT, INCONVENIENCE OR DELAY), CONSEQUENTIAL OR PUNITIVE (TOGETHER, “COSTS”), ARISING OUT OF, OR IN CONNECTION WITH, THESE TOU OR THE PERFORMANCE OR BREACH OF THESE TOU, YOUR OR ANY OTHER PERSON’S USE OF, OR INABILITY TO ACCESS THE CONTENT, OR FOR ANY INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION OR SERVICE MADE AVAILABLE TO YOU VIA THE SITE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON STATUE OR ARISING IN CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER ANY NTOP PARTY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF NTOP PARTY OR ANY THIRD PARTY PROVIDER OF SOFTWARE OR SERVICES. THIS LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION PROVIDED IN ANY APPLICABLE SOFTWARE AGREEMENT, SUPPLEMENTAL AGREEMENT OR ANY OTHER AGREEMENT.
This limitation of liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.
12. User Content
The Site may enable you to transmit, post, communicate or otherwise make available text, photos, videos, links, information, ideas, suggestions, content and other materials (“User Content”), including through the Site’s interactive features or functionality, such as comments, chat features and other communication tools. User Content may be accessible to and viewable by other users of the Site and the public. nTop does not claim ownership to User Content; however, by uploading or posting to the Site, you hereby grant to nTop, a worldwide, royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, transmit, print, publish, distribute, index, exhibit, perform, display (publicly or otherwise), create derivative works of, adapt, modify, translate, comment on, use, analyze and otherwise exploit User Content for any purpose, including the right to use your name and likeness as contained therein, in whole and in part, in any format, media or channels now known or hereafter developed (including in connection with the Site and on third party applications, sites and platforms such as Salesforce™, Marketo™, Facebook™, LinkedIn™ and Google™), without further notice to you and without further requirement of permission from or payment to you or any other person or entity. You acknowledge and agree that nTop may use any ideas, concepts, know-how or techniques contained in User Content for any purposes whatsoever, including in advertising or informational articles. nTop disclaims any responsibility for any content submitted by users on or through the Site.
13. Prohibited Conduct
While using the Site, you understand and agree that the following conduct is prohibited:
b. accessing the Site, or assisting another in accessing the Site, using automated or non-human means, including, through bots, scripts, site search application or other similar devices, whether with the purpose to retrieve, index, data mine, “scrape”, or otherwise;
c. copying the Site, or violating any proprietary or intellectual property rights in this Site or the Content;
d. reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the Site or any part thereof;
e. reproducing, modifying, adapting, translating, circumventing, creating derivative works of, selling, renting, leasing, loaning, timesharing, distributing or otherwise exploiting any portion of (or any use of) the Content except as expressly authorized herein, without our express prior written consent;
f. introducing or attempting to introduce viruses or any other computer code, file, or program that interrupts, destroys, or limits the functionality of any computer software, hardware, or telecommunications equipment;
g. attempting to gain unauthorized access to our software, computer network or user accounts;
h. removing, deleting, altering, or obscuring any trademarks or any copyright, trademark, or other intellectual property or proprietary rights notices, or references to these ToU in the Content or the Site;
i. transmitting, posting, or otherwise making available content that is unlawful, false, or inaccurate;
j. misrepresenting your affiliation with or impersonating any person or entity;
k. actually or attempting to interfere with or disrupt the Site;
l. attempting to breach or circumvent the security and authentication measures of the Site; or
m. misrepresenting the Content on this Site, or misinforming others about the ownership of the Content or this Site.
Engaging in any of the foregoing conduct may also subject you to civil and criminal penalties.
14. User Content: Warranties you Give nTop
As to all User Content which you post on the Site, you represent and warrant to nTop as follows:
a. You are solely responsible for User Content. This means you, and not nTop, are entirely responsible and liable for any claims, loss or damages relating to User Content. When you post User Content, you represent and warrant you have permission to do so, including permission from any third parties whose names or likenesses are included.
b. User Content must be yours. This means you have created the content or materials containing User Content and, where applicable, you must have permission from everyone whose name or likeness is contained in your content or materials to share such content or materials. User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not post any content or materials that belong to a third party (including any content that you might have found elsewhere on the Web). If you are not authorized to speak on behalf of a company, please do not do so. Anything you say or post on the Site should reflect your true opinions or experiences.
c. You must comply with all international, federal, state and local laws. You are solely responsible for knowing and complying with all international, federal, state, and other regulatory laws and requirements you engage in. This includes, but is not limited to, copyright and intellectual property law.
d. User Content must be accurate and truthful. Do not impersonate any other user, person or company or upload or post any content or material that you know is inaccurate, fraudulent, or deceptive.
e. User Content must not include sensitive information. Avoid including your or any other person’s sensitive personal information (such as social security number, credit card number, etc.) in any User Content.
f. Feedback. If you provide to nTop any ideas, proposals, suggestions or other materials (detailed in this section and referred to as “Feedback”), whether related to the Site, our products, services, programs or otherwise, such Feedback will be deemed to be User Content, and you hereby acknowledge and agree such Feedback is not confidential, and your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place nTop under any fiduciary or other obligation.
g. Authority. You have permission and all rights necessary to grant the licenses granted in this section, and User Content, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any other rights with respect to attribution of authorship or integrity of materials regarding User Content you may have under any applicable law under any legal theory.
h. nTop User Content Policy. User Content must comply with nTop’s Acceptable User Content Policy: You must not post User Content or materials that: (i) are obscene or that promote illegal activity; or (ii) defame, abuse, harass, threaten or otherwise violate the legal rights of others (including rights of privacy and publicity); or (iii) contain hate speech, nudity or violence.
i. No Commercial Information in User Content. Don’t post advertisements, offers, or other commercial content designed or intended to sell your, or a third party’s goods or services.
j. nTop is entitled to rely upon these representations made by each user. Each user is also responsible for ensuring that its use of the Site, is in complete compliance with all applicable law, regulation, judgment, decree or order of any United States of America or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody duly authorized to exercise any administrative, judicial, executive, legislative, regulatory or taxing authority power of the foregoing. Each authorized representative of a user accessing the Site hereby represents and warrants, on behalf of such user, that its use of the Site is, and shall be at all times, in compliance with such applicable law.
By using this Site, you agree to defend, indemnify and hold harmless nTop and its officers, directors, employees, agents, successors and permitted assigns and affiliates from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, resulting from any third party claim, suit, action or proceeding arising out of or resulting from such user’s, or its representative’s/affiliate’s, breach or violation of these ToU by such user or its employees, agents, customers, or affiliates or arising from such user’s or its employees, agents, customers or affiliates use of the Site.
16. Electronic Communications
When you visit the Site, buy our services or products or send emails to us, you are communicating with us electronically. You agree that, to the extent permitted by applicable law, all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
nTop may provide notices, including those regarding modifications to these ToU, whether such notices are required by law or for other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notices on the Site. You agree and consent to receive communications from us electronically. nTop reserves the right, in its sole discretion, to discontinue the provision of electronic communications, or to terminate or change these ToU on which nTop provides such records and communications. nTop will provide notice of any such termination or change as required by law.
You are solely responsible for maintaining and updating promptly any changes to your User Account to ensure delivery of all Electronic Communications.
You may withdraw your consent to receive such electronic communications at any time. You understand that any withdrawal of your consent will be effective only after nTop has had a reasonable period of time to process your request. nTop reserves the right to charge a reasonable fee for the provision of alternative methods of communication processing.
You may request a hard copy version of all such electronic communications. nTop reserves the right to charge a reasonable fee for the provision and mailing of hard copies.
In order to access the Site, use its functionality, and retain electronic communications that nTop provides to you, nTop requires, at a minimum: (i) a computer or other device capable of accessing the internet with a commonly used browser (cookie-enabled) released in the past two years, such as a recent version of Google Chrome, Mozilla Firefox, or Safari; (ii) a program capable of opening files, such as .PDF files, (iii) an operating system, and as applicable email software, capable of receiving, accessing and displaying electronic communications from nTop in electronic form via text-formatted email or access to our Site using a supported browser; and (iv) local, digital storage capacity to retain electronic communications or a printer to print them.
Unsupported browsers may not receive the full functionality of the Site and services. You are responsible for the installation, maintenance, and operation of your hardware, software, and operating system.
17. Governing Law; Arbitration
These ToU shall exclusively be governed by and construed in accordance with the internal laws of the state of New York, U.S.A., without regard to any provision of law that would require or permit the application of law of any other jurisdiction or to the United Nations Convention on the International Sale of Goods.
NOTWITHSTANDING SECTION 17, YOU HEREBY AGREE THAT ALL CONTROVERSIES THAT MAY ARISE BETWEEN YOU AND NTOP CONCERNING ANY TRANSACTION HEREUNDER OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THESE TOU OR ANY OTHER AGREEMENT BETWEEN YOU AND NTOP PERTAINING TO USE OF THIS SITE, INTELLECTUAL PROPERTY OR OTHER PROPERTY, WHETHER ENTERED INTO PREVIOUSLY OR OTHERWISE, SHALL FIRST BE RESOLVED CONFIDENTIALLY BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICE (“JAMS”). ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED BY AN ARBITRATOR EXPERIENCED IN COMMERCIAL SOFTWARE DISPUTES AND PURSUANT TO THE FEDERAL ARBITRATION ACT, THE LAWS OF THE STATE OF NEW YORK AND SHALL COMPLY WITH AND BE GOVERNED BY THE ARBITRATION RULES AND PROCEDURE OF JAMS. ANY ARBITRATION SHALL BE IN THE ENGLISH LANGUAGE AND SHALL TAKE PLACE EXCLUSIVELY IN NEW YORK, NEW YORK, U.S.A. (OR OTHERWISE VIRTUALLY TO THE EXTENT THE ARBITRATOR AND/OR LAW PERMITS). ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. THE AWARD OF THE ARBITRATOR SHALL BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING COMPETENT JURISDICTION. YOU AND NTOP AGREE AND CONSENT TO THIS METHOD OF DISPUTE RESOLUTION, AS WELL AS JURISDICTION, AND CONSENT TO THIS BEING A CONVENIENT FORUM FOR ANY SUCH CLAIM OR DISPUTE AND WAIVE ANY RIGHT YOU MAY HAVE TO OBJECT TO EITHER THE METHOD OF JURISDICTION FOR SUCH CLAIM OR DISPUTE. IN THE EVENT OF ANY DISPUTE AMONG THE PARTIES, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER DAMAGES PLUS REASONABLE ATTORNEYS’ FEES, AND THE DECISION OF THE ARBITRATOR(S) IS FINAL AND BINDING ON THE PARTIES. IN THE EVENT THAT YOU OR NTOP RESORT TO THE COURTS, THOSE COURTS SHALL EXCLUSIVELY BE THE FEDERAL OR STATE COURTS SITUATED IN NEW YORK, NEW YORK, U.S.A., AND, IN SUCH EVENT, YOU AND NTOP BOTH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY OF ANY ISSUES WHATSOEVER. THE EXERCISE OF ANY EQUITABLE RELIEF (E.G., A RESTRAINING ORDER) OR ANY RELATED REQUEST FOR INTERIM MEASURES, ARISING FROM THESE TOU SHALL NOT BE DEEMED A WAIVER OF THE OBLIGATION TO ARBITRATE AS SET FORTH IN THESE TOU.
Sections 5, 7, 8 - 10, 11, 13, 14 - 18, 23 and 30 shall survive expiration or termination of these ToU and/or Supplemental Agreements.
19. Third Party Beneficiaries
To the extent the Content contains data or information provided by Third Party Providers or are otherwise contributed to by Third Party Providers, such Third Party Providers shall be considered third party beneficiaries of these ToU for purposes of Sections 10, 11, 13, 14 and 16.
You may not assign, sublicense, delegate, subcontract or otherwise transfer your rights, duties and obligations under these ToU to a third party without our express written consent. Any instrument purporting to make an assignment or other transfer in violation of this provision shall be null and void.
If for any reason a court of competent jurisdiction finds any provision of these ToU, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these ToU, and the remainder of these ToU shall continue in full force and effect.
22. Entire Agreement
These ToU, together with any and all Supplemental Agreements and other applicable customer agreements, constitute the entire agreement between you and nTop with respect to your use or access of the Site or the Content.
Any cause of action with respect to the Site or the Content must be commenced by you within one (1) year after the claim or cause of action arises. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity.
No failure to exercise, and no delay in exercising, on the part of either party (you or nTop), any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
25. Changes to ToU and Supplemental Agreements
26. Commitment to Privacy
You acknowledge that nTop’s Site, products and services and any accompanying documentation and/or technical information are subject to all applicable countries export control laws and regulations (including embargoes and/or sanctions). You agree not to, or otherwise permit another to, export or re-export such products or services, directly or indirectly, to any countries that are subject to export restrictions. nTop may limit the availability of this Site, or any part thereof, to any person, geographic area or jurisdiction nTop chooses, at any time and in nTop’s sole discretion.
28. nTop Software
Any nTop software that is made accessible or otherwise available to download from this Site, whether for free or subject to payment of a fee is the copyrighted work and intellectual property of nTop, its affiliates and/or their suppliers (“Software”). Your use of the Software is governed by the terms of the license agreement, which accompanies the Software (“Software Agreement”). You may not access, download, install or use any Software that is accompanied by or includes a Software Agreement unless you first agree to the applicable Software Agreement, payment obligations and any other user terms and conditions. If any provision of the Software Agreement conflicts with the terms of these ToU, the provision of the Software Agreement shall prevail.
Without limiting the foregoing, copying and reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. The Software is warranted, if at all, only according to the terms of the Software Agreement.
29. Accessibility Statement
nTop is committed to providing a Site that is accessible to the widest possible audience, regardless of technology or ability. Please contact us for further assistance and information.
30. Contact Us
In order to submit a request, resolve a complaint regarding the Site or if you otherwise have any questions about these ToU, please contact nTop by filling out and submitting the form on our “Contact us” page. (Note: Other than as expressly provided, please avoid providing any sensitive information in such correspondence).