NetBox Labs Terms of Service
These Terms of Service (together with any referenced addendum or Order Forms, the “Agreement”) are entered into by and between NetBox Labs, Inc. (“NetBox Labs”) and you and/or the entity you represent (“Customer” or “you”). This Agreement sets forth the general terms under which NetBox Labs will provide, and Customer may access and use, the Products as described in applicable Order Forms and exhibits, schedules, or addenda referenced herein.
Customer accepts this Agreement by (i) clicking to accept where presented, (ii) placing an Order Form (directly or via a NetBox Labs authorized reseller) that incorporates or references this Agreement, or (iii) accessing or using the Products. The “Effective Date” of this Agreement is the earliest to occur of an acceptance event above. If Customer does not accept this Agreement, it must not use any Products and must promptly delete, discontinue access to, or return them. If Customer and NetBox Labs have entered into a separate agreement signed by both parties that governs Customer’s access and use of the Products (a “Negotiated Agreement”), that Negotiated Agreement governs and this Agreement does not apply. Capitalized terms are defined in Section 17 (Definitions) or elsewhere in the Agreement.
By accepting this Agreement, you represent that (i) you are at least 18 years of age, (ii) you are authorized to accept this Agreement on behalf of your company, and (iii) you and the entity you represent are agreeing to be bound by the terms and conditions of this Agreement. All references to “Customer” or “you” reference your company.
1. Order Process.
The parties may agree to enter into one or more Order Form(s) for a subscription to the Products. An Order Form will include: (i) a description of the Products; (ii) applicable quantities and/or other subscription parameters; (iii) Customer’s entity and billing information; and (iv) fees. The terms and conditions of this Agreement are automatically incorporated into each Order Form and shall apply whether Customer purchases directly from NetBox Labs or through an authorized NetBox Labs reseller. If Customer purchases through an authorized NetBox Labs reseller, Sections 4.1 and 4.2 shall not apply and Customer shall pay the reseller for the Products pursuant to a separate order document entered into between Customer and the reseller. Customer’s Affiliates may enter into an Order Form pursuant to this Agreement. By entering into an Order Form, the Affiliate shall be considered the Customer for purposes of such Order Form and agrees to be bound to this Agreement as if a party hereto.
2. Using the Products.
2.1 Permitted Use. During the applicable Order Form term or during the period NetBox Labs makes the Free Tier available to Customer, and subject to payment of any applicable fees, NetBox Labs grants Customer a non-exclusive, non-sublicensable and non-transferable, limited right to use the Products in accordance with the Documentation, this Agreement, and the Order Form. Such grant is also limited to the parameters and usage limits, as well as any other mutually agreed limitations in the Order Form. The Products and Documentation shall be used solely by and for the benefit of Customer for its internal business purposes. “NetBox” is a community project and is available as open-source software at https://github.com/netbox-community/netbox. Customer’s use of the open-source version of NetBox is subject to an open-source license. This Agreement, and not any open-source license, governs use of the Products.
2.2 Acknowledgement; Support. Customer agrees that it is responsible for providing the systems, servers, software, network and communications necessary to connect to and utilize the Products consistent with the Documentation. NetBox Labs will provide Support to Customer during an applicable Order Form term.
2.3 Restrictions. As between NetBox Labs and Customer, NetBox Labs or its suppliers own all right, title and interest in and to the Products, and any Documentation or other intellectual property rights therein, and except as expressly set forth in Section 2.1 of this Agreement, no other right or license to the Products is granted to Customer. Except as permitted herein, Customer shall not (and shall not permit any other party to) do any of the following: (a) provide access to, make available, distribute, sell, rent, lease, loan, sublicense or otherwise transfer or commercially exploit the Products, in whole or in part, to a third party, (b) use the Products on behalf of, or to provide any product or service to, third parties, including time-sharing services and/or service bureau services, (c) use the Products to develop a similar or competing product or service, including using similar ideas, features, functions or graphics, (d) reverse engineer, decompile, decrypt, disassemble or seek to access the source code, underlying ideas, algorithms, file formats or non-public APIs to the Products, except to the extent expressly permitted by law (and then only with prior notice to NetBox Labs), (e) modify or create derivative works of the Products, or copy any element of the Products, (f) remove, alter or obscure any proprietary notices in the Products, (g) publish benchmarks or performance information about the Products, (h) transmit or make available in connection with the Products any denial of service attack, virus, worm, Trojan horse or other harmful code or activity, (i) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures relating to the Products without NetBox Labs’ express prior written consent in each instance, (j) knowingly take any action with respect to the Products that repeatedly imposes, or may repeatedly impose, in NetBox Labs’ reasonable opinion, an unreasonable or disproportionately large load on NetBox Labs’ infrastructure, (k) circumvent the limitations of use of the Products, (l) submit, post or make available false, incomplete or misleading information regarding the Products, (m) violate any posted policy regarding the Products, including any applicable NetBox Labs policy and/or trademark policy, and (n) directly or indirectly publicize or exploit any bugs or vulnerabilities in the Products, and Customer agrees to promptly report any such bugs or vulnerabilities to NetBox Labs. NetBox Labs reserves the right, but not the obligation, to monitor or review your use of the Products at any time and may investigate any suspected violations of this Agreement.
2.4 Login Credentials. Your Representatives may use the Products on your behalf (each, a “User”) subject to the Order Form and this Agreement. Each User may be required to provide a username, email address, password or other personal information to create and manage an account (“Login Credentials”) and must keep its Login Credentials confidential and not share them with anyone. NetBox Labs uses and collects Login Credentials in accordance with the Privacy Notice. Customer is responsible for its Users’ compliance with this Agreement and the actions taken through their accounts. Customer agrees to notify NetBox Labs immediately if Customer becomes aware that unauthorized persons have obtained access to such Login Credentials, or any instance of unauthorized use of Customer’s accounts, or if Customer becomes aware of any other breach of security related to the Products.
2.5 Free Tier. NetBox Labs may make certain Products or features available at no charge (the “Free Tier”). Customer may access the Free Tier without an Order Form. Notwithstanding anything to the contrary in this Agreement: (a) the Free Tier is provided “as is” and “as available,” without warranty, Support, service level commitment or indemnity, and Section 9.2 (Product Warranty) and Section 11.1 (NetBox Labs Indemnification) do not apply; (b) NetBox Labs may modify, suspend, limit or discontinue the Free Tier, in whole or in part, at any time; (c) either party may terminate access to the Free Tier at any time, for any reason or no reason; and (d) NetBox Labs’ total aggregate liability arising out of or relating to the Free Tier will not exceed one hundred dollars ($100). All other terms of this Agreement apply to Customer’s use of the Free Tier, including Section 2.3 (Restrictions), Section 6 (Confidentiality) and Section 7 (Ownership).
3. Product and Feature Lifecycle.
NetBox Labs may offer features or services identified as experimental, private preview, public preview or by a description of similar import (collectively, “Preview Features”). Customer may accept or decline to use Preview Features. If accepted by Customer, Preview Features: (a) are provided only for evaluation purposes; (b) may not be relied on by Customer for production use; (c) may not be supported; (d) may be discontinued at any time; and (e) may be subject to additional terms. Customer acknowledges and agrees that NetBox Labs may never make Preview Features generally available. ALL PREVIEW FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. NetBox Labs DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A PREVIEW FEATURE. Any configurations or Customer Data entered into a Preview Feature, and any customizations made to Preview Features by or for Customer, may be permanently lost if the Preview Features are suspended, terminated, or discontinued.
4. Fees, Payment and Taxes.
4.1 Fees. In consideration of Customer’s access and use of the Products, Customer will pay the fees for the Products set forth in the applicable Order Form. NetBox Labs will invoice you for fees due in accordance with the Order Form, and you shall pay the fees in each invoice issued by NetBox Labs hereunder within thirty (30) days of the date of such invoice. All payments will be made in U.S. dollars. Fees due are net of any bank, credit card, transfer or other third-party fees. Any invoices not paid when due will accrue interest at a rate equal to the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law. If Customer fails to pay an invoice when due and such failure continues for thirty (30) days following the due date for such invoice, or a Customer action presents a material security threat to the Products, NetBox Labs may suspend Customer’s rights to use the Products or terminate this Agreement. All costs of collection (including reasonable attorneys’ fees) shall be borne by Customer.
4.2 Taxes. All fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the access and use of the Products, including without limitation, sales, services, use, value added and withholding taxes, all of which Customer will be responsible for and will pay in full, other than taxes based on NetBox Labs’ net income or property. In the event an applicable taxing authority, as a result of an audit or otherwise, assesses additional taxes for Products sold under this Agreement at any time, Customer will be solely responsible for payment of such additional taxes and all costs associated with such assessment. Should Customer be required under any applicable Law to withhold or deduct any portion of the payments due to NetBox Labs hereunder, the sum due to NetBox Labs will be increased by the amount necessary to yield to NetBox Labs an amount equal to the sum NetBox Labs would have received had no withholdings or deductions been made. To the extent Customer claims any fees payable to NetBox Labs are not subject to any taxes, Customer shall provide a valid tax exemption certificate to NetBox Labs on or prior to the Effective Date and, upon reasonable request, during the Term.
4.3 Parameters. Customer’s use of the Products shall conform to the usage metrics and parameters in the applicable Order Form. Customer shall, upon invoice, pay any applicable excess usage fees specified in the Order Form or if not indicated in the Order Form, the then-current fees for usage exceeding the usage metrics and parameters.
5. Security; Privacy.
5.1 Provision and Use of Customer Data. Customer agrees to provide NetBox Labs with Product data, including the number of devices, objects, interfaces and IP addresses stored within, and the number and type of requests made to, the Products so that NetBox Labs can confirm compliance with usage limits and provide support services hereunder. Subject to the terms of this Agreement, Customer hereby grants to NetBox Labs a non-exclusive, worldwide, royalty-free right to access, use, analyze and transmit Customer Data, and to modify and create derivative works of the Customer Data (e.g., for dashboards, charts and graphs), as necessary to provide and improve the Products. Customer also permits NetBox Labs to use and analyze Customer Data which has been anonymized and aggregated with other customers’ anonymized data. If the Products include cloud storage or extended retention, Customer additionally grants to NetBox Labs the right to copy and store Customer Data to the extent necessary to provide the Products, including for NetBox Labs’ internal purposes such as product support and improvement.
5.2 Rights in Customer Data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to NetBox Labs that (a) Customer has made all disclosures and has sufficient rights to use the Customer Data with the Products and grant the rights expressly stated herein and (b) the provision and use of the Customer Data does not infringe or violate applicable Laws or the intellectual property, publicity, privacy or other rights of any third party. Customer agrees that it is responsible for backing up the Customer Data in customer systems.
5.3 Sensitive Data. Customer acknowledges that (a) the Products are not intended to meet any legal obligations for Sensitive Data uses, (b) with respect to the Products, NetBox Labs is not a Business Associate or a subcontractor (as defined under HIPAA), or payment card processor, and (c) Products are neither HIPAA nor PCI DSS compliant. Notwithstanding anything else in this Agreement, NetBox Labs has no liability for Sensitive Data.
5.4 Systems Operations Data. NetBox Labs may collect and process utilization statistics and other technical data (e.g., page load data) regarding use, configuration, and deployment of the Products to operate, manage, improve, instrument, benchmark, and Support the Products. The foregoing data and any aggregated, de-identified, statistical, or derived data generated by NetBox Labs in connection with the Products, may be used for any lawful business purpose, including publishing aggregated analyses, reports and benchmarks; provided, NetBox Labs will not disclose any information derived from such data if doing so would make it possible for a third party to identify Customer or any individual natural person.
5.5 Subprocessors. NetBox Labs uses, and may use, third-party hosting providers and service providers to support the provision of the Products (collectively, “Subprocessors”). NetBox Labs reserves the right to engage and substitute Subprocessors as it deems appropriate but shall remain responsible to Customer for the provision of the Products.
5.6 AI Features. The Products may include AI features, some with potential GenAI capabilities. These AI features may not always be available and may be added, changed, or removed by NetBox Labs from time to time. AI features can produce results that are incomplete or inaccurate, and Customer is responsible for reviewing and validating any AI outputs before relying on them. Customer is responsible for, and controls in its sole discretion, any Customer Data it inputs into an AI feature, and Customer owns any output derived or generated therefrom.
6. Confidentiality.
“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the terms of this Agreement and each Order Form, the Products, and Customer Data. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction before disclosure; (c) is rightfully obtained from a third party without a duty of confidentiality; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party will use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, will protect it using at least reasonable care, and will not disclose it except to its Representatives who need to know it and are bound by confidentiality obligations at least as protective as those herein. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that (where legally permitted) it gives the Disclosing Party reasonable prior notice and reasonable cooperation to seek protective treatment.
7. Ownership.
Customer agrees that NetBox Labs or its suppliers retain all right, title, ownership, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Products and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including any Feedback incorporated therein. Except as expressly set forth in this Agreement, no rights in the Products are granted to Customer. To the extent Customer provides NetBox Labs with any comments, suggestions or other feedback regarding the Products (“Feedback”), then NetBox Labs may use such Feedback without restriction or obligation to Customer. Customer retains all right, title, ownership, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Customer Data.
8. Term and Termination.
8.1 Term. This Agreement starts on the Effective Date and continues until terminated in accordance herewith (the “Term”). Each Order Form shall remain in effect for the subscription term specified in the Order Form unless earlier terminated as provided for in this Agreement.
8.2 Renewal. Customer may only change the tier or quantity of any Products upon any renewal of the applicable Order Form, provided, however, that Customer may increase the tier or quantity of any Products at any time by executing a new Order Form or making an electronic selection within NetBox Labs’ Product or portal, and paying the applicable fees. Unless otherwise stated in the applicable Order Form, fees for each renewal term shall increase by seven percent (7%) over the fees in effect during the last month of the immediately preceding term. Each Order Form shall automatically renew unless Customer provides written non-renewal notice to NetBox Labs at least thirty (30) days prior to the end of the then-current term. Customer may give its non-renewal notice by email to notice@netboxlabs.com or, where NetBox Labs makes a self-service cancellation option available, through the Products.
8.3 Termination for Cause. Either party may terminate this Agreement or any Order Form if the other party: (a) materially breaches this Agreement or an applicable Order Form, including Customer’s obligation to pay the stated fees, and fails to cure within thirty (30) days after receiving written notice; or (b) becomes subject to bankruptcy/insolvency proceedings and (for an involuntary petition) fails to secure dismissal within thirty (30) days. Except as expressly stated, Order Forms are binding for their terms and not cancellable. Termination of one Order Form does not affect others unless stated.
8.4 Effect of Termination. Upon any termination or expiration of an Order Form (except for Customer’s termination due to NetBox Labs’ material uncured breach of this Agreement), all prepaid fees will be nonrefundable and Customer will pay NetBox Labs any outstanding fees for the then-current Order Form term. Upon termination or expiration of an Order Form, Customer must cease using the Products by deleting or terminating any integration with other systems, including NetBox Labs software and/or cloud-based services. Further, Customer must delete (and at NetBox Labs’ request, certify deletion of) any Documentation or other Confidential Information provided by NetBox Labs. The Products may include controls that Customer may use to retrieve or delete Customer Data. After termination, Customer will have no further access to any Customer Data if any is stored by NetBox Labs, and NetBox Labs may delete all such Customer Data in accordance with its standard policies and procedures. NetBox Labs will not have any liability resulting from termination or suspension of this Agreement in accordance with its terms. Any termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligations that, either expressly or by their nature, should survive the termination or expiration of this Agreement.
9. Warranties.
9.1 Mutual. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it will comply with Law in its performance of this Agreement.
9.2 Product Warranty. NetBox Labs warrants that, during the term of an Order Form, the Products will perform materially in accordance with the Documentation. Customer must report any non-conformance in writing within thirty (30) days of occurrence. As Customer’s sole and exclusive remedy and NetBox Labs’ entire liability for breach of the foregoing warranty, NetBox Labs will use commercially reasonable efforts to correct the non-conformance and, if (i) NetBox Labs is unable to do so within a reasonable period and (ii) Customer has provided complete and timely cooperation, Customer may extend the period of remediation or terminate the affected Order Form and receive a refund of prepaid, unused fees for the terminated portion of the then-current term. This warranty does not apply to any non-conformance caused by Preview Features, Customer’s misuse, modifications not made by NetBox Labs, or use of the Products other than in accordance with this Agreement, the Order Form, or the Documentation.
9.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 9, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND USE IS AT CUSTOMER’S SOLE DISCRETION AND RISK. NetBox Labs DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE PRODUCTS OR THEIR USE. NetBox Labs does not warrant the accuracy or completeness of data or informational content, that the operation or use of the Products will be uninterrupted or error-free, that all errors in the Products will be corrected, or that the Products will meet Customer’s requirements. NetBox Labs disclaims all liabilities arising from any third-party tools, features, integrations, plug-ins or other software whether or not used and/or made available with the Products.
10. Limitations of Liability.
10.1 Mutual Exclusions. To the fullest extent permitted by Law, in no event will either party be liable for consequential, incidental, indirect, loss of or damage to data or software, loss of profits or revenue, loss of goodwill or reputation, exemplary, special, enhanced or punitive damages, regardless of the theory of liability, including breach of contract, tort (including negligence), strict liability and otherwise. Without limiting the foregoing, in no event will NetBox Labs be liable for the cost of replacement goods or services.
10.2 Mutual Limitation. To the fullest extent permitted by Law, in no event will the total aggregate liability of either party arising out of or related to this Agreement, regardless of the theory of liability including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total fees paid or payable under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. The foregoing limitation applies even if any remedy fails its essential purpose.
10.3 Exceptions. The exclusions and limitations of liability above shall not apply to liability arising out of (i) a party’s indemnification obligations under Section 11; (ii) a party’s gross negligence or willful misconduct; (iii) either party’s violation or infringement of the other party’s intellectual property rights, including your breach of Section 2.3; or (iv) Customer’s obligation to pay fees under an Order Form.
11. Indemnification.
11.1 NetBox Labs Indemnification. If a third party sues Customer claiming that the Products, in the form delivered to Customer by NetBox Labs, and when used in accordance with the terms of this Agreement, constitutes a direct infringement or misappropriation of a valid and registered patent, copyright, trademark or trade secret of such third party, then, subject to the provisions below, NetBox Labs will indemnify and defend Customer from any losses actually awarded or incurred arising from that third-party claim. NetBox Labs’ indemnification obligation is limited to the Products in the form delivered to Customer and is reduced and/or does not cover any claim arising from: (i) modifications to the Products not made by NetBox Labs or at the express written direction of NetBox Labs; (ii) use of the Products in combination with other software, code, or items not provided by NetBox Labs; (iii) unauthorized use of the Products; (iv) use of third-party integrations, tools, software or other items, even if made available by NetBox Labs; (v) continued use of a previous version of the Products after NetBox Labs has made a new version of the Products available to Customer without such claim; or (vi) Customer’s breach of this Agreement. If NetBox Labs believes the Products are likely to or do become the subject of a claim of infringement of any third-party intellectual property right, then NetBox Labs may, at its option and sole cost and expense, do one of the following: (a) obtain the right for Customer to continue to use the Products as contemplated by this Agreement; (b) modify or replace the Products, in whole or in part, while providing materially equivalent functionality; or (c) terminate the affected Order Form(s) and provide Customer with a pro-rata refund of the prepaid Product fees representing the period of the Order Form term remaining post-termination. This Section 11.1 sets forth Customer’s sole and exclusive remedies and NetBox Labs’ sole liability for any claims that the Products infringe, misappropriate or violate any third-party intellectual property rights.
11.2 Customer Indemnification. Customer will indemnify and defend NetBox Labs from and against any and all third-party claims arising out of or relating to (a) Customer Data, including any claim that the Customer Data infringes, misappropriates or violates the intellectual property, privacy or other rights of a third party or was improperly collected or provided to NetBox Labs, or (b) Customer’s breach of Section 2.3 of this Agreement.
11.3 Process. The indemnified party shall give the indemnifying party prompt written notice of any claim for which it seeks indemnification and will cooperate in relation to the claim (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced). The indemnifying party will have the exclusive right to control and settle any claim, except that the indemnifying party may not settle a claim without the indemnified party’s prior written consent if the settlement requires the indemnified party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in the defense of any claim at its expense.
12. Publicity.
NetBox Labs may use, identify, and display Customer’s name, logo, trademarks, and service marks on NetBox Labs’ website and in NetBox Labs’ marketing materials in connection with identifying Customer as a customer of NetBox Labs. Customer may revoke the rights granted to NetBox Labs in this Section 12 upon written notice.
13. Third-Party Open Source.
At Customer’s request, NetBox Labs may make software available via the Products that may be governed by a third-party or open-source license. To the extent required by the applicable third-party or open-source license, that license will apply to such software on a stand-alone basis and NetBox Labs is not a party to such license.
14. Notices.
NetBox Labs may provide Customer with notices and communications at Customer’s email or physical address on file, through the Products or other reasonable means. Any notices or communications to NetBox Labs must be sent via email to notice@netboxlabs.com. Notices from NetBox Labs are deemed delivered when sent to Customer’s email address on file, posted in the Products, or otherwise made available to Customer. Notices to NetBox Labs are deemed delivered upon confirmation of receipt.
15. Export Restrictions.
Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Products. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Products in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Products any information controlled under the U.S. International Traffic in Arms Regulations.
16. General.
16.1 Entire Agreement; Modification. This Agreement, together with all attachments or documents incorporated by reference, is the parties’ sole and entire agreement, and supersedes any prior or contemporaneous agreements relating to its subject matter (other than a Negotiated Agreement). Purchase orders, work orders or other such documents submitted by Customer will be for Customer’s internal administrative purposes only and the terms and conditions contained in any such purchase order, work order or other such document will have no force or effect and will not amend or modify this Agreement or an Order Form (if any) even if NetBox Labs makes the Products available to Customer and/or issues invoices to Customer following receipt of any such document. Except as otherwise provided herein, all amendments, waivers, or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver. Unless an Order Form or other document incorporated by reference expressly amends this Agreement, the terms and conditions of this Agreement shall take precedence over any conflicting terms. This Agreement does not supersede, amend, or add any term to a Negotiated Agreement. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish its intended purpose.
16.2 Assignment. Customer may not assign this Agreement or an Order Form, or any of its rights or obligations hereunder (in whole or in part), without the prior written consent of NetBox Labs. The terms of this Agreement shall be binding upon the permitted successors and assigns of each party. Any purported assignment, delegation or transfer in violation of this section is void.
16.3 Governing Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of, the State of New York without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a state or federal court in New York County, New York, and each party irrevocably submits to the jurisdiction and venue of such courts. EACH PARTY HEREBY WAIVES ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREES TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. The parties will attempt, in good faith, to resolve any dispute arising hereunder prior to filing any cause of action.
16.4 Force Majeure. Neither party will be liable to the other party for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events that are beyond its reasonable control.
16.5 Government Use. The Products include commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.
16.6 No Third-Party Beneficiary. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, confers on any other party any legal or equitable right, benefit or remedy of any nature whatsoever under this Agreement.
16.7 Equitable Remedies. Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 2.3 (Restrictions), Section 6 (Confidentiality), or Section 7 (Ownership) of this Agreement would cause the other party irreparable harm for which monetary damages will not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such equitable remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
16.8 Miscellaneous. The parties are independent contractors and this Agreement does not create a legal partnership, agency, or employment relationship between Customer and NetBox Labs.
16.9 Changes to this Agreement. NetBox Labs may revise this Agreement from time to time by posting the revised version at https://netboxlabs.com/terms-of-service/ and updating the “Last Updated” date at the top of this Agreement. Revisions will not apply retroactively. For Customer with an Order Form in effect, revisions take effect at the start of the next renewal term. For Customer without an Order Form in effect, including Free Tier users, revisions take effect on the date posted. Customer’s continued use of the Products after a revision takes effect constitutes acceptance of it. If Customer does not agree to a revision, Customer may elect not to renew the applicable Order Form in accordance with Section 8.2.
17. Definitions.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party hereto, for so long as such control exists. The term “control” means ownership of more than fifty percent (50%) of the voting securities of an entity.
“Artificial Intelligence” or “AI” means a machine-based system that, for human-defined objectives, makes predictions, recommendations, or decisions that influence real or virtual environments, and includes systems defined as AI by applicable law or regulation.
“Customer Data” means any data, content or materials that Customer submits to the Products.
“Documentation” means applicable user documentation relating to the use of Products made available at https://netboxlabs.com/docs.
“Generative AI (GenAI)” means AI designed to generate new content, such as text, images, audio, or video, that resembles or imitates human-created material.
“Law” means local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data applicable to the NetBox Labs Products and each party’s obligations under this Agreement.
“Order Form” means an order form, purchase order, SOW, or similar instrument accepted by NetBox Labs specifying Products purchased by Customer; provided that if the Products are purchased through an authorized NetBox Labs reseller, the term Order Form shall refer to the order entered into between NetBox Labs and such reseller.
“Privacy Notice” means the privacy notice located at https://netboxlabs.com/privacy (and any successor or related locations designated by NetBox Labs), as it may be updated by NetBox Labs from time to time.
“Products” means NetBox Labs’ proprietary products identified in an Order Form that references this Agreement or selected electronically by Customer, in each case as described by NetBox Labs in the Documentation and in the Order Form or electronic ordering page.
“Representatives” means either party hereto and its Affiliates and their respective employees, officers and directors, consultants, agents, independent contractors, subcontractors, legal, financial, and accounting advisors.
“Sensitive Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data or financial account information, including bank account numbers, (d) social security numbers, driver’s license numbers or other government ID numbers, (e) biometric or genetic data, or precise geolocation data, (f) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), or the Gramm-Leach-Bliley Act (or related rules or regulations, and in each case any successor legislation) or (g) any data similar to the above protected under foreign or domestic Laws.
“Support” means Product support services provided by NetBox Labs in accordance with its Support Policy found here: https://netboxlabs.com/support-policy/.
