Please read this End User License Agreement (“Agreement”) carefully before using the NP-Verify Software. By purchasing and using the Software, you accept the terms and conditions of this Agreement. If you are not willing to be bound by these terms, please do not use the Software.

This Agreement is a legal agreement between you, as or on behalf of a Licensee, and Network Perception, Inc. (“NP”). If you enter this Agreement on behalf of another person or entity, you represent and warrant that you have the authority to bind such person or entity to the terms of this Agreement. This Agreement, along with any Purchase Orders that reference and form part of this Agreement, governs use of the Software. Capitalized terms used in this Agreement are defined in Section 12.

1. License

   1. License Grant. Subject to Licensee’s compliance with the terms and conditions of this Agreement, NP grants a limited, non-¬exclusive, non-transferable, non-sublicensable license to Licensee to use the Software and Documentation for Licensee’s internal business purposes only or for other purposes mutually agreed in an applicable Purchase Order. The Software and Documentation are licensed, not sold, to Licensee by NP for use strictly in accordance with the terms of this Agreement.
   2. Updates. During the Term, NP may provide Licensee with updates to the Software from time to time. The updates will be considered part of the Software, subject to the terms and conditions of this Agreement. 

   3. Registration. Each User must use a copy of the Software that is Registered under such User’s name.
   4. Restrictions on Use. Licensee shall not, and Licensee shall ensure that Users do not:
      1. Use the Software in a manner that exceeds the number of Users or network devices authorized in a Purchase Order;
      2. Reproduce or copy the Software, except for backup purposes, provided that Licensee reproduces in the copy the copyright, trademark and other proprietary notices or markings that appear on the original copy of the Software as delivered;

      3. Modify, translate, or create derivative works based on the Software, in whole or in part;
      4. Use, or cause or permit the use of, the Software in whole or in part for any purpose other than as permitted under this Agreement;

      5. Distribute, sell, lease, license or otherwise grant rights or make the Software available to a third party;

      6. Decompile, disassemble, decrypt, extract, attempt to derive the source code of the Software, or otherwise reverse¬ engineer the Software or incorporate the Software into any product;
      7. Use the Software as part of services provided to any third party, except to the extent authorized in the Purchase Order;
      8. Make the functionality of the Software available to any third party through any means, including without limitation, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or other type of services unless agreed otherwise in a separate agreement with NP;
      9. Disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests performed on the Software, in whole or in part; or
      10. Remove any product identification, proprietary, copyright or other notices contained in the Software.
   5. Additional Terms. Any use of the Software is subject to the University of Illinois End User Terms (“U of I Terms”), available at https://www.network-perception.com/uofiterms and incorporated by reference into this Agreement. Any other third-party software distributed with the Software is licensed subject to any applicable third-party license terms, which are made available through the Software or Documentation.
   6. Audit. NP shall have the right to have an independent auditor acceptable to both parties (such acceptance not to be unreasonably withheld). Licensee shall make such books and records available for such inspection during normal business hours at Licensee’s principal place of business. NP further agrees to provide Licensee with reasonable advance written notice of its desire to perform such inspection, which shall be performed, in a manner which is not unreasonably disruptive to Licensee’s normal business operations. Any such audit shall be at the expense of NP, unless such audit discloses an underpayment by Licensee in excess of five percent (5%), in which case Licensee shall reimburse NP for such expenses. If the audit discloses any underpayment by Licensee, Licensee shall promptly make payment to NP of such underpayment together with the interest provided in Section 2(a).

2. Fees

   1. Payment Terms. Fees due under this Agreement shall be payable 30 days after receipt of an invoice. All payments shall be made in U.S. dollars. If fees are not paid in accordance with this Agreement, subject to Section 3(b), NP may declare Licensee in breach, suspend, or terminate this Agreement at NP’s sole option and pursue any or all of the following remedies: (a) collect interest at the lower of the rate of 1.5% per month or the maximum interest rate allowed under applicable law on all invoices older than 30 days; (b) declare all unpaid balances, including interest, immediately due; or © any other remedies available at law or in equity. NP shall be entitled to any reasonable costs or expenses incurred in collecting any amounts due pursuant to this Agreement or in addressing any violations by Licensee of the terms and conditions of this Agreement, including, without limitation, reasonable attorneys’ fees.
   2. Taxes. All payments required by this Agreement are exclusive of all applicable taxes or duties, including, without limitation, federal, state, local, and foreign taxes, levies, and assessments. Licensee agrees to bear and be responsible for the payment of all such taxes, levies, and assessments imposed upon Licensee or NP in connection with this Agreement, excluding any income tax imposed on NP by a governmental entity of the United States.

3. Term and Termination.

   1. Term. This Agreement begins upon NP confirming acceptance of the Purchase Order and, unless earlier terminated in accordance with this Agreement, shall continue for the duration specified in the Purchase Order (the “Initial Term”). Following the expiration of the Initial Term, the Term can be renewed and extended for additional consecutive 12 month periods (each a “Renewal Term”). The Initial Term and Renewal Term are collectively referred to in this Agreement as the “Term.”
   2. Suspension. NP reserves the right to immediately suspend access to the Software by disabling the license key upon any violation of this Agreement or use of the Software in excess of the scope of license granted, provided that NP will provide 10 days’ notice prior to suspending access to Software for violation of Section 2(a).
   3. Termination for Cause. In the event that Licensee breaches any of Licensee’s obligations under this License or infringes NP’s intellectual property, and if such breach has not been remedied within ten days after the date of notice in writing of such breach, NP may terminate this License immediately by written notice to Licensee.
   4. Effect of Termination. Upon expiration or termination of this Agreement, Licensee shall (i) promptly cease use of the Software; and (ii) Licensee shall destroy all such Software, with such destruction to be certified in writing upon NP’s written request. Rights and obligations under this Agreement that by their natures should survive will remain in effect after termination or expiration of this Agreement, including Sections 2, 3(d), 4, and 6–12. 


4. Ownership. Unless otherwise specifically noted in this Agreement, images, trademarks, service marks, logos, and icons displayed on the Software are the property of NP and its licensors and may not be used in any way that is inconsistent with this Agreement. The Software, Documentation, and all modifications, derivative works, upgrades, and enhancements thereto, and all supporting systems, databases, information, data, documents, materials, works, and all intellectual property rights in and to the foregoing (collectively, the “NP Materials”) shall at all times remain the exclusive property of NP and its licensors, regardless of the media or form of the original download. Licensee is not acquiring any rights in or to the NP Materials other than the non-exclusive rights provided in this Agreement. NP Materials are the intellectual property of NP and its licensors and may not be reproduced, recreated, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement, the U of I Terms, or any applicable third-party license agreements. Trademarks owned by third parties are the property of those respective third parties.

5. Support. NP provides support maintenance and Users can submit requests for support and bug fixes by email at support@network-perception.com or through the portal dashboard at https://portal.network-perception.com or directly through any log panel provided with the Software. To the extent that NP agrees to provide product support as specified in a Purchase Order (e.g., premium support), NP will exercise commercially reasonable efforts to provide such support.

6. NO WARRANTY. THE SOFTWARE, DOCUMENTATION, NP MATERIALS, AND OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER IS PROVIDED “AS IS,” AND NP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ANY SIMILAR WARRANTY. NP MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

7. LIMITATION OF LIABILITY.

   1. IN NO EVENT SHALL NP AND ITS OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES (“NP PARTIES”) BE LIABLE TO LICENSEE, USERS OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, PUNITIVE (INCLUDING, BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS) OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF NP MAY HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NP BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY LICENSEE FOR THE SOFTWARE WITHIN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.
   2. NP shall not be liable for any damages or costs incurred in connection with the expired licenses or with use of the Software in violation of this Agreement.

8. Indemnification.

   1. Indemnification by Licensee. Licensee shall indemnify, defend, and hold NP and the NP Parties harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration, or proceeding brought or threatened by a third party against any NP Party relating to (a) a breach or alleged breach by Licensee of any of its representations, warranties, covenants, or obligations hereunder or of applicable law, (b) Licensee’s or Users’ use or misuse of the Software, or © infringement or misappropriation of any NP Materials or the intellectual property or other rights of any third party by Licensee or Users; provided that, such cost, liability, loss, or expense was not caused solely by the gross negligence or intentional misconduct of NP, and provided that (i) NP promptly provides Licensee written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Licensee shall have sole control and authority with respect to the defense, settlement, or compromise thereof.
   2. Indemnification by NP. Except as provided below, NP shall defend and indemnify Licensee from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claim that the Software infringes a valid and issued United States patent, copyright or other intellectual property right or misappropriates a trade secret of a third party, provided that (a) Licensee promptly provides NP written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (b) NP shall have sole control and authority with respect to the defense, settlement, or compromise thereof. Should any Software become or, in NP’s opinion, be likely to become the subject of an injunction preventing its use as contemplated herein, NP may, at its option, (i) obtain a license for Licensee to continue use of the Software consistent with the license granted hereunder and pay for any additional fee(s) required for such license, (ii) replace the Software, without additional charge, with an equally suitable, compatible, functionally equivalent, and non-infringing product, (iii) modify the Software to avoid the infringement while maintaining the equivalent functionality, or (iv) terminate the license and this Agreement. NP shall have no liability or obligation to Licensee hereunder with respect to any patent, copyright, trade secret, or other intellectual property infringement, misappropriation, or claim thereof based upon (x) Licensee’s or Users’ use of the Software in combination with products or software not approved or provided by NP, or (y) modifications, alterations, or enhancements of the Software not created by, or on written request of, NP. The foregoing states the entire liability of NP with respect to the infringement of patents, copyrights, trade secrets, and other intellectual property rights by the Software, any part thereof, or the operation thereof.

9. Confidential Information. All non-public, confidential, or proprietary information of NP, including the Software, Documentation, this Agreement, and related information (e.g., pricing information), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement, may not be disclosed or copied unless authorized by NP in writing, and shall be protected in the manner that Licensee protects its own, similar information or at least based on a reasonable standard of care. NP shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain absent a breach of confidentiality; (b) known to the Licensee at the time of disclosure absent an obligation of confidentiality; or © rightfully obtained by Licensee on a non-confidential basis from a third party. If Licensee becomes aware of any unauthorized licensing, copying, or use of the Software or any other confidential information, Licensee shall promptly notify NP in writing.

10. Choice of Law. This License shall be governed by the substantive laws of the State of Illinois, U.S.A., excluding its conflict of laws provisions. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. The venue for all claims and disputes between Licensee and NP shall be the state and federal courts located in the County of Champaign, State of Illinois.

11. Miscellaneous.

    1. Entire Agreement. This Agreement, including any appendices or exhibits, represents the parties’ entire agreement relating to the Software and Documentation. This Agreement may not be extended, amended, modified, in whole or in part, except by further specific written agreement of the parties signed by their respective authorized officials.
    2. Order of Precedence. If there is a conflict between this Agreement and a Purchase Order, the terms of this Agreement shall prevail.
    3. Notices. All notices required or permitted under this Agreement will be in writing and delivered via overnight or express mail, certified mail (return receipt requested), or in person to: (i) for Licensee, the address specified in the Purchase Order; (ii) for NP, 60 Hazelwood Drive, Attn: Robin Berthier, Champaign, IL 61820; or (iii) such other address as either party may designate subsequently in writing, and will be deemed effective upon receipt.
    4. Waiver. The failure of either party to enforce any provision of this License shall not constitute a waiver of that right or future enforcement of that or any other provision. 

    5. Assignment.
Licensee may not assign or otherwise transfer any of its rights or obligations under this License, without the prior written consent of NP.
    6. U.S. Government Licensees. The Software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
    7. Export Law Assurances. Licensee may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a nation or resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By installing or using any component of the Software, Licensee represents and warrants that you are not located in, under control of, or a national or resident of any such country or on any such list.

12. Definitions.

    1. “Agreement” is this End User License Agreement and any Purchase Orders governed by it.
    2. “Licensee” means an individual or legal entity exercising rights under, and complying with all terms of, this Agreement. For legal entities, Licensee includes any entity that controls, is controlled by, or is under common control with Licensee that has either entered into or is identified in a Purchase Order. For purposes of this License, "control" means ownership, directly or indirectly, of more than fifty percent (50%) of the equity capital of the legal entity.
    3. “Documentation” means the documentation and other supplemental materials associated with the Software and provided by NP.
    4. “NP” means Network Perception, Inc.
    5. “NP Materials” has the meaning given in Section 4.
    6. “NP Parties” has the meaning given in Section 7(a).
    7. “Purchase Order” means a purchase order for the Software submitted by Licensee and accepted by NP. The “Purchase Order” does not include any terms not accepted by NP in a confirmation or invoice submitted in response to the purchase order.
    8. “Registered” is the act of binding a copy of the Software to a specific User, and takes place by registering the identity of the User on https://portal.network-perception.com.
    9. “Software” means the software, in object form only, provided to you by NP in accordance with a Purchase Order or an approved evaluation request.
    10. “Term,” “Initial Term,” and “Renewal Term” have the meanings given in Section 3(a).
    11. “User” means a person who uses the Software.
    12. “U of I Terms” has the meaning given in Section 1(e).