# Nventory End User License Agreement (EULA)

> **Effective Date:** September 7, 2026
> **Product:** Nventory — IT Asset Inventory Management Platform
> **Provider:** BeyondNets ("BeyondNets", "we", "us", or "our")
> **Website:** https://www.beyondnets.com/nventory

---

## 1. Agreement Acceptance

### 1.1 Acceptance of Terms

By signing up for, accessing, or using Nventory (the "Software" or "Service"), you ("Customer", "you", or "your") agree to be bound by this End User License Agreement ("EULA" or "Agreement"). If you are entering into this Agreement on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these terms.

### 1.2 Rejection of Terms

If you do not agree to all of the terms of this Agreement, do not sign up for, access, or use the Software. Any use of the Software constitutes acceptance of this Agreement.

### 1.3 Changes to This Agreement

BeyondNets reserves the right to modify this Agreement at any time. BeyondNets will provide notice of material changes at least 30 days before the effective date by sending an email to the account email address on file and/or posting a notice within the Software. Your continued use of the Software after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to the revised terms, you may cancel your subscription in accordance with Section 15 (Termination).

### 1.4 Order of Precedence

In the event of a conflict between this Agreement and any other document (including but not limited to the Nventory Licensing & Pricing Model document, marketing materials, or verbal statements), this Agreement shall take precedence. Any separate Order Form, Statement of Work, or Enterprise Agreement signed by both parties shall take precedence over this Agreement with respect to the terms covered therein.

---

## 2. Definitions

- **"Active Device"** means a device record in the Software with a status of "active," as opposed to "archived" or "disposed."
- **"Affiliate"** means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- **"Agreement"** means this End User License Agreement, including all amendments and modifications.
- **"API"** means the application programming interface provided by BeyondNets for accessing the Software programmatically.
- **"Authorized Users"** means individuals who are authorized by the Customer to access and use the Software under the Customer's account.
- **"Block"** or **"License Block"** means a purchasable increment of device capacity above the Free Tier limit, as described in Section 4.
- **"Confidential Information"** means any non-public information disclosed by one party to the other, including but not limited to business plans, customer data, pricing, technical information, and trade secrets.
- **"Customer Data"** means all data, information, and content uploaded, stored, or created within the Software by or on behalf of the Customer.
- **"Device"** means a record of a hardware asset, software asset, or contract stored in the Software.
- **"Documentation"** means the user guides, API documentation, help articles, and other written materials provided by BeyondNets.
- **"Enterprise Tier"** means the highest licensing tier with custom pricing, dedicated support, and additional features as described in Section 4.3.
- **"Free Tier"** means the no-cost licensing tier allowing up to 500 Active Devices, as described in Section 4.1.
- **"Intellectual Property Rights"** means all patent rights, copyrights, trademark rights, trade secret rights, and any other proprietary rights.
- **"Marks"** means the Customer's company name, logo, trademarks, service marks, and trade dress.
- **"Paid Tier"** means any licensing tier that requires payment of fees, including Starter, Growth, Scale, and Enterprise.
- **"Service"** or **"Software"** means the Nventory IT asset inventory management platform, including the web application, API, and all related services.
- **"Term"** means the duration of this Agreement, as specified in Section 5.
- **"Webhooks"** means the event notification mechanism that delivers real-time data to Customer-configured URLs via HTTP.

---

## 3. License Grant

### 3.1 Grant of License

Subject to your compliance with this Agreement and payment of all applicable fees, BeyondNets grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business purposes during the Term.

### 3.2 License Scope

The license granted under this Agreement permits:
- Use of the Software by Authorized Users within your organization
- Access to the Software via web browser and, for Paid Tier customers, via API
- Use of pre-built integrations for Paid Tier customers
- Use of custom integrations for Enterprise Tier customers, as described in Section 8
- Storage and processing of Customer Data within the Software

### 3.3 License Restrictions

You shall not, and shall not permit any third party to:
1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
2. Modify, adapt, translate, or create derivative works of the Software
3. Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software to any third party
4. Remove or alter any proprietary notices, labels, or markings on the Software
5. Use the Software to store, process, or transmit data unrelated to IT asset management
6. Use the Software in any manner that violates applicable laws or regulations
7. Use the Software to infringe the Intellectual Property Rights of any third party
8. Access or use the Software beyond the licensed device capacity
9. Use the API to scrape, mass-export, or replicate Software data for competitive purposes
10. Interfere with or disrupt the integrity or performance of the Software
11. Attempt to gain unauthorized access to the Software, its systems, or other customers' data
12. Introduce viruses, malware, or other malicious code into the Software
13. Use the Software to develop a competing product or service

---

## 4. Licensing Tiers

### 4.1 Free Tier

The Free Tier is available at no cost and includes:
- Up to 500 Active Devices (hardware, software, and contracts combined)
- Core asset tracking features: Hardware, Software & SaaS, Models & Catalog, Locations, Contracts, Vendors
- Basic Action Center (contract expiration and device limit alerts)
- Basic Reports (predefined reports, CSV export)
- QR Labels (generate QR code labels for assets)
- Administration (account settings, user management, license management)
- No access to Procurement, Lifecycle, advanced Commercial, or Operations modules
- No API access
- No integrations (CSV/Excel manual import only)
- Community and documentation support only
- Mandatory logo usage consent as described in Section 7.1
- No uptime SLA (best effort availability)

The Free Tier has no expiration date and may be used indefinitely, subject to compliance with this Agreement. Advanced feature modules (Procurement, Lifecycle, Operations, advanced Commercial, Integrations, and API) are visible in the navigation but locked. Free Tier users are prompted to upgrade when attempting to access these features.

### 4.2 Paid Tiers

Paid Tiers provide additional device capacity beyond the 500 free devices and unlock advanced feature modules, API access, and integrations. The first 500 devices remain free for all customers. Paid licenses cover only the devices above 500.

| Block | Additional Devices | Annual Price | Per Device/Month |
|---|---|---|---|
| Starter | +250 | $1,500 / yr | $0.50 |
| Growth | +500 | $2,500 / yr | $0.42 |
| Scale | +1,000 | $4,500 / yr | $0.38 |
| Enterprise | +5,000+ | Custom | $0.25–$0.30 (negotiated) |

#### Free Tier Features (Available on All Tiers)

The following features are available on all tiers, including the Free Tier:

| Feature | Module | Notes |
|---|---|---|
| Overview / Dashboard | Overview | Basic dashboard with device count, asset breakdown, recent activity |
| Action Center (basic) | Overview | Contract expiration alerts, device limit alerts |
| Hardware | Assets | Full CRUD, search, filter, import/export |
| Software & SaaS | Assets | Full CRUD, search, filter, import/export |
| Models & Catalog | Assets | View and manage device models |
| Locations | Assets | Manage asset locations |
| Contracts | Commercial | Full CRUD, basic expiration alerts |
| Vendors | Commercial | Basic vendor management |
| Reports (basic) | Organization | Predefined reports only, CSV export |
| Administration | Organization | Account settings, user management, license management, logo consent |
| QR Labels | Operations | Generate QR code labels for assets |

#### Paid Tier Features (Available on Paid and Enterprise Tiers)

The following features are available on Paid Tiers and above only. Free Tier users will see these features in the navigation with a lock icon and will be prompted to upgrade when attempting to access them:

| Feature | Module | Description |
|---|---|---|
| Procurement: Requests | Procurement | Create and manage procurement requests for new equipment |
| Procurement: Quotes | Procurement | Manage vendor quotes and compare pricing |
| Procurement: Purchase Orders | Procurement | Track purchase orders from creation to fulfillment |
| Procurement: Receiving | Procurement | Manage the receiving process for ordered equipment |
| Lifecycle: EOL / EOS Center | Lifecycle | Track end-of-life and end-of-support dates for all hardware |
| Lifecycle: Warranties & Support | Lifecycle | Manage warranty periods and support contracts |
| Lifecycle: Refresh Planner | Lifecycle | Plan and schedule hardware refresh cycles |
| Commercial: Renewals | Commercial | Automated contract renewal tracking and notifications |
| Commercial: Coverage Gap | Commercial | Identify coverage gaps in support contracts |
| Commercial: Finance | Commercial | Financial tracking and cost analysis for assets |
| Operations: Deployment Center | Operations | Manage deployment of assets to users and locations |
| Operations: Warehouse | Operations | Track assets in warehouse with full inventory management |
| Operations: Transfers | Operations | Transfer assets between locations with full tracking |
| Operations: RMA / Repairs | Operations | Process returns, repairs, and warranty claims |
| Operations: Inventory Audits | Operations | Schedule and conduct inventory audits with reconciliation |
| Operations: Scan | Operations | Mobile barcode/QR scanning for fast asset lookup and updates |
| Integrations | Organization | All pre-built integrations (Intune, SCCM, Jamf, ServiceNow, etc.) |
| API Access (Full) | Organization | Full read/write API, webhooks, bulk operations, multiple API keys |
| Reports (advanced) | Organization | Custom report builder, PDF export, scheduled reports |
| Action Center (advanced) | Organization | Custom alert rules, Slack/Teams notifications |

#### Additional Paid Tier Benefits

- All Free Tier features
- Full API access (read/write, webhooks, bulk operations, multiple API keys)
- All pre-built integrations (see Section 8.2)
- Priority email support
- Optional logo usage (opt-in for 10% discount, or opt-out)
- Uptime SLA: 99.5% (Paid Tier)

#### Feature Enforcement

Feature access is enforced both in the user interface (locked features show a lock icon and upgrade prompt) and at the API level (gated endpoints return HTTP 403 with a `FEATURE_NOT_AVAILABLE` error). Free Tier users who attempt to access a paid feature via direct URL will be shown a locked feature page with upgrade options.

When a Paid Tier license expires, all paid features become inaccessible during the read-only and downgrade periods (see Section 14). Free Tier features remain accessible during all periods.

### 4.3 Enterprise Tier

The Enterprise Tier includes all Paid Tier features plus:
- Custom API endpoints
- Unlimited API rate limit (subject to fair use policy)
- Dedicated API and integration support
- Up to 2 custom integrations per year included at no additional cost
- Dedicated integration engineer
- API uptime SLA: 99.9%
- Optional dedicated cloud infrastructure (additional cost, quoted per customer)
- Custom data residency region (US-East, EU, UK, Canada, or Australia)
- Enhanced backup and disaster recovery (hourly backups, 90-day retention, RPO 1 hour, RTO 4 hours)
- Negotiated logo usage terms
- Enterprise Agreement may override terms in this EULA where applicable

### 4.4 Logo Discount

Paid Tier customers who opt in to logo usage (Section 7.2) receive a 10% discount on their annual license fee. The discount applies to the current term and all subsequent renewals as long as logo consent remains active. If logo consent is revoked, the discount is removed from the next renewal.

---

## 5. License Term and Renewal

### 5.1 Initial Term

All paid licenses are issued for an initial term of 12 months (the "Initial Term"), beginning on the date of purchase. The Initial Term begins upon successful payment of the applicable fee.

### 5.2 Mid-Term License Increases (Top-Ups)

Customers may increase their licensed device capacity at any time during the active term by purchasing additional License Blocks. Mid-term increases are subject to the following:

1. The additional devices are prorated based on the number of full months remaining in the current term
2. The prorated amount is calculated as: `(Block Price × Months Remaining) ÷ 12`
3. Mid-term top-ups do not reset the 12-month term; the additional devices expire on the same date as the original purchase
4. Small top-ups (fewer than 250 devices) are charged at the standard $0.50/device/month rate with no volume discount
5. Mid-term top-up fees are non-refundable once the devices have been added to the account
6. Logo discount (if applicable) applies to mid-term top-ups

### 5.3 Mid-Term License Decreases

License counts cannot be decreased during the active term. Customers may reduce their licensed device capacity at the next renewal date.

### 5.4 Renewal Term

Upon expiration of the Initial Term (or any subsequent Renewal Term), the license will automatically renew for an additional 12-month term unless:
- The Customer has disabled auto-renewal in the account settings, or
- The Customer has provided written notice of non-renewal at least 30 days before the expiration date

Renewal fees will be charged at the then-current pricing. BeyondNets will provide notice of any price changes at least 60 days before the renewal date.

### 5.5 Renewal Pricing

Renewal pricing is subject to change. BeyondNets reserves the right to adjust pricing upon renewal. Any price increase will be communicated at least 60 days before the renewal date. If the Customer does not agree to the new pricing, the Customer may cancel the renewal before the expiration date.

### 5.6 Auto-Renewal

Auto-renewal is enabled by default for all paid licenses. The Customer may disable auto-renewal at any time in the account settings or by contacting `billing@beyondnets.com`. Disabling auto-renewal does not entitle the Customer to a refund of the current term.

---

## 6. Device Counting and License Enforcement

### 6.1 What Counts as a Device

Each of the following counts as one Active Device toward the license limit:
- A hardware asset record with status "active" (laptop, server, router, switch, mobile device, etc.)
- A software asset record with status "active" (software license, installation, seat)
- A contract record with status "active" (support, maintenance, SLA, lease, etc.)

### 6.2 What Does Not Count

The following do not count toward the license limit:
- Archived or disposed assets (status "archived" or "disposed")
- User accounts or admin accounts (unlimited on all tiers)
- Audit log entries
- Reports and exports
- Tags, custom fields, or metadata

### 6.3 License Enforcement

The Software actively enforces the licensed device limit. When a Customer attempts to create a device that would exceed the licensed capacity:
1. The creation is blocked
2. The Software displays the current device count and the licensed limit
3. The Customer is offered an option to upgrade their license or purchase a top-up

The Software provides warnings when device usage reaches 80% and 90% of the licensed capacity.

### 6.4 Accuracy of Device Count

The Customer is responsible for maintaining accurate device records. The Customer should archive or dispose of devices that are no longer in use to avoid consuming license capacity unnecessarily. BeyondNets is not responsible for license capacity consumed by inactive or obsolete device records that have not been archived.

---

## 7. Logo Usage Agreement

### 7.1 Free Tier — Mandatory Logo Usage

By using the Free Tier of Nventory, the Customer grants BeyondNets a non-exclusive, royalty-free, worldwide, sublicensable license to use, display, and reproduce the Customer's company name, logo, trademarks, and service marks (collectively, the "Customer Marks") solely for the purpose of identifying the Customer as a user of Nventory in marketing, promotional, and sales materials, including but not limited to:
- Nventory's website
- Case studies
- Press releases
- Presentations
- Social media
- Email campaigns
- Partner listings
- Conference and event materials

BeyondNets shall use Customer Marks in a manner consistent with the Customer's brand guidelines, where such guidelines have been provided to BeyondNets in writing. BeyondNets shall not use Customer Marks in any manner that:
- Implies endorsement, sponsorship, or affiliation beyond the Customer's status as a user of Nventory
- Could reasonably be expected to bring the Customer into disrepute
- Suggests that the Customer endorses any third-party product or service

This logo usage license is a condition of the Free Tier. Customers who do not wish to grant logo usage rights must upgrade to a Paid Tier, where logo usage is optional.

### 7.2 Paid Tiers — Optional Logo Usage

Customers on any Paid Tier may choose whether to grant logo usage rights:
- **Opt-In (Default):** The Customer allows BeyondNets to use their logo under the same terms as the Free Tier. In exchange, the Customer receives a 10% discount on their annual license fee.
- **Opt-Out:** The Customer requests in writing that BeyondNets cease using their logo. BeyondNets will stop using Customer Marks in new materials within 30 days. No discount applies.

### 7.3 Enterprise Tier — Negotiated

Enterprise Tier customers may negotiate logo usage terms as part of their Enterprise Agreement. Enterprise customers may:
- Waive logo usage entirely
- Participate in a reference customer program in exchange for custom pricing or additional services
- Provide specific brand guidelines and approval requirements

### 7.4 Revocation

Any Customer, whether Free Tier or Paid Tier, may revoke logo usage permission at any time by providing written notice to `legal@beyondnets.com`. Upon revocation:
- BeyondNets will cease using Customer Marks in new materials within 30 days
- Materials already in circulation or in active production at the time of revocation are permitted to run their natural course
- For Free Tier customers: revocation of logo consent requires upgrading to a Paid Tier, as logo consent is a condition of the Free Tier
- For Paid Tier customers: the 10% discount is removed from the next renewal date

### 7.5 Representations and Warranties Regarding Marks

The Customer represents and warrants that:
- The Customer owns or has sufficient rights to grant the logo usage license described in this Section
- The use of Customer Marks by BeyondNets as described in this Section does not and will not infringe the Intellectual Property Rights of any third party
- The Customer has obtained all necessary consents and approvals from its organization to grant this license

---

## 8. API and Integrations

### 8.1 API Access

API access is available to Paid Tier and Enterprise Tier customers only. Free Tier customers do not have API access. API access includes:
- **Paid Tier:** Full API with read/write access, webhooks, bulk operations, multiple API keys (up to 10), rate limited to 1,000–5,000 requests per hour per key
- **Enterprise Tier:** All Paid Tier API features plus custom API endpoints, unlimited rate limit (fair use policy applies), dedicated API support, and 99.9% API uptime SLA

### 8.2 Pre-Built Integrations

Paid Tier and Enterprise Tier customers have access to the following pre-built integrations at no additional cost:
- Hardware & Device Discovery: Microsoft Intune, Microsoft SCCM, Jamf Pro, Google Workspace MDM, VMware vCenter, AWS, Microsoft Azure, Google Cloud
- Identity & User Sync: Okta, Microsoft Entra ID (Azure AD), Google Workspace
- Ticketing & ITSM: ServiceNow, Jira Service Management, Zendesk, Freshservice
- Communication & Alerts: Slack, Microsoft Teams, Email (SMTP), Generic Webhook
- Procurement & Finance: Coupa, SAP Ariba

BeyondNets may add, modify, or remove pre-built integrations at any time. BeyondNets will provide 60 days' notice before removing any integration.

### 8.3 Custom Integrations

Enterprise Tier customers may request custom integrations not listed in Section 8.2:
- Up to 2 custom integrations per year are included at no additional cost
- Additional custom integrations are quoted on a per-project basis (typically $2,000–$10,000 per integration)
- Custom integrations are developed by BeyondNets engineering and maintained for the duration of the Enterprise contract
- Enterprise customers may also build their own integrations using the Full API and webhooks at no additional cost

### 8.4 API Terms of Use

Customers using the API agree to the following:
1. API keys must be kept confidential and not shared with unauthorized parties
2. API keys may be revoked at any time by the account administrator
3. Rate limits must be respected; exceeding rate limits may result in temporary or permanent API access suspension
4. The API may not be used to scrape, mass-export, or replicate Software data for competitive purposes
5. Customers are responsible for all API activity conducted under their API keys
6. All API activity is logged in the audit trail
7. Webhooks must be secured with HMAC-SHA256 signature verification
8. BeyondNets is not liable for data loss or errors caused by Customer's API usage or integration configuration

### 8.5 API Deprecation

BeyondNets will maintain at least the current and one previous API version. API versions will be supported for at least 12 months after the release of a new version. BeyondNets will provide at least 6 months' notice before deprecating an API version.

---

## 9. Cloud Hosting and Deployment

### 9.1 Cloud-Hosted Only

Nventory is a cloud-hosted service. There is no self-hosted or on-premise deployment option. The Software is hosted and managed by BeyondNets on cloud infrastructure (AWS or equivalent).

### 9.2 Service Availability

BeyondNets targets the following uptime SLAs:

| Tier | Uptime SLA |
|---|---|
| Free Tier | Best effort (no SLA) |
| Paid Tier | 99.5% |
| Enterprise Tier | 99.9% (99.95% with dedicated infrastructure) |

Uptime is measured monthly. Scheduled maintenance windows (communicated at least 72 hours in advance) are excluded from uptime calculations.

### 9.3 Service Credits

If BeyondNets fails to meet the applicable uptime SLA in any calendar month, the Customer is entitled to service credits as follows:

| Monthly Uptime | Service Credit |
|---|---|
| Below 99.5% (Paid) / 99.9% (Enterprise) | 10% of monthly fee |
| Below 99.0% | 25% of monthly fee |
| Below 98.0% | 50% of monthly fee |
| Below 95.0% | 100% of monthly fee |

Service credits are not available for the Free Tier. Service credits are calculated based on the monthly portion of the annual fee and are applied as a credit to the next renewal. Service credits are the Customer's sole and exclusive remedy for SLA breaches.

### 9.4 Infrastructure and Security

BeyondNets maintains the following security measures:
- Hosting on AWS (or equivalent) with Multi-AZ database replication
- AES-256 encryption at rest
- TLS 1.2+ encryption in transit
- Multi-tenant architecture with logical data isolation
- Daily automated backups (hourly for Enterprise Tier)
- SOC 2 Type II compliance (in progress)
- GDPR and CCPA compliance

### 9.5 Data Residency

By default, Customer Data is stored in the US-East region. Enterprise Tier customers may request data residency in the EU, UK, Canada, or Australia at no additional cost. Data residency requests are subject to availability and may take up to 30 days to implement.

### 9.6 Disaster Recovery

| Tier | Backup Frequency | Retention | RPO | RTO |
|---|---|---|---|---|
| Free Tier | Daily | 30 days | 24 hours | 48 hours |
| Paid Tier | Daily + on-demand | 30 days | 24 hours | 48 hours |
| Enterprise Tier | Hourly + on-demand | 90 days | 1 hour | 4 hours |

### 9.7 Scheduled Maintenance

BeyondNets will perform scheduled maintenance during low-usage windows. BeyondNets will provide at least 72 hours' notice for maintenance that may cause service disruption. Emergency maintenance may be performed with minimal notice to address critical security or stability issues.

---

## 10. Customer Data

### 10.1 Data Ownership

All Customer Data remains the sole property of the Customer. BeyondNets does not claim ownership of any Customer Data. BeyondNets does not access, view, or use Customer Data for any purpose other than providing the Service, maintaining the infrastructure, and complying with legal obligations.

### 10.2 Data Processing

BeyondNets acts as a data processor on behalf of the Customer. BeyondNets will process Customer Data only as necessary to provide the Service and in accordance with this Agreement. BeyondNets will not:
- Sell Customer Data to any third party
- Share Customer Data with any third party for advertising purposes
- Use Customer Data to train machine learning models or develop competing services
- Access Customer Data without the Customer's explicit consent, except as necessary for technical support or security investigations

### 10.3 Data Security

BeyondNets implements industry-standard security measures to protect Customer Data:
- AES-256 encryption at rest
- TLS 1.2+ encryption in transit
- Role-based access controls for BeyondNets personnel
- Regular security audits and penetration testing
- Incident response procedures

Despite these measures, no system can be guaranteed to be 100% secure. BeyondNets is not liable for unauthorized access to Customer Data caused by factors outside BeyondNets' reasonable control, including but not limited to Customer's weak passwords, compromised API keys, or insecure network configurations.

### 10.4 Data Export and Portability

The Customer may export their data at any time via:
- UI export (CSV, Excel) — available on all tiers
- API export — available on Paid and Enterprise tiers
- Full database export — available upon request for Enterprise Tier customers

Data exports are provided in standard formats (CSV, Excel, JSON, or SQL dump for Enterprise).

### 10.5 Data Retention and Deletion

Upon account cancellation or termination of this Agreement:
1. Customer Data is retained for 90 days to allow for reactivation
2. After 90 days, Customer Data is permanently and irreversibly deleted from all production and backup systems
3. Enterprise Tier customers may negotiate custom retention periods
4. The Customer may request immediate deletion of all Customer Data at any time by contacting `privacy@beyondnets.com`
5. BeyondNets may retain aggregated, anonymized usage data (that does not identify the Customer) for analytics and service improvement purposes

### 10.6 Data Breach Notification

In the event of a security breach affecting Customer Data, BeyondNets will:
1. Notify the Customer within 72 hours of becoming aware of the breach
2. Provide details of the breach, the data affected, and the corrective actions taken
3. Cooperate with the Customer in any regulatory reporting requirements
4. Take reasonable steps to mitigate the breach and prevent recurrence

### 10.7 GDPR and Data Processing Addendum

For customers subject to the General Data Protection Regulation (GDPR) or other data protection laws, BeyondNets will enter into a Data Processing Addendum (DPA) upon request. The DPA supplements this Agreement and addresses the specific requirements of applicable data protection legislation. To request a DPA, contact `privacy@beyondnets.com`.

---

## 11. Customer Responsibilities

### 11.1 Account Security

The Customer is responsible for:
1. Maintaining the confidentiality of all account credentials, passwords, and API keys
2. Ensuring that all Authorized Users use unique credentials
3. Implementing appropriate access controls within the Customer's organization
4. Notifying BeyondNets immediately of any unauthorized access or security breach
5. Ensuring that all Authorized Users comply with this Agreement
6. Maintaining accurate and up-to-date contact information

### 11.2 Data Accuracy

The Customer is responsible for the accuracy, legality, and appropriateness of all Customer Data entered into the Software. BeyondNets is not responsible for verifying the accuracy of Customer Data.

### 11.3 Acceptable Use

The Customer agrees not to:
1. Upload or store data that is illegal, defamatory, obscene, or infringes on third-party rights
2. Use the Software to transmit viruses, malware, or other malicious code
3. Use the Software to harass, threaten, or harm any person
4. Use the Software in violation of any applicable law or regulation
5. Exceed the licensed device capacity
6. Share API keys with unauthorized parties
7. Attempt to circumvent the license enforcement mechanisms
8. Use the Software for any purpose other than IT asset management

### 11.4 Compliance with Laws

The Customer is responsible for compliance with all applicable laws and regulations related to its use of the Software, including but not limited to data protection laws, export control laws, and industry-specific regulations.

### 11.5 Cooperation

The Customer agrees to cooperate with BeyondNets in the investigation of any security incident, support request, or suspected violation of this Agreement.

---

## 12. Fees and Billing

### 12.1 Fees

Fees for the Software are as set forth in Section 4 and any applicable Order Form. All fees are quoted in US Dollars (USD) and are exclusive of applicable taxes.

### 12.2 Payment Terms

1. Annual license fees are invoiced at the time of purchase and are due immediately
2. Mid-term top-up fees are invoiced at the time of the top-up request and are due immediately
3. Renewal fees are invoiced 30 days before the renewal date and are due upon receipt
4. Enterprise Tier customers may be offered net-30 payment terms with an approved purchase order

### 12.3 Payment Methods

- Credit card (Visa, Mastercard, American Express) via Stripe
- ACH / bank transfer for annual invoices over $5,000
- Purchase orders for Enterprise Tier customers

### 12.4 Taxes

The Customer is responsible for all applicable taxes, duties, and government charges associated with the purchase of the Software, excluding taxes based on BeyondNets' net income. If BeyondNets is required to collect taxes from the Customer, the taxes will be added to the invoice.

### 12.5 Invoicing

All invoices are sent electronically to the billing email address on file and are also available in the Customer's Nventory account settings. The Customer is responsible for maintaining an accurate billing email address.

### 12.6 Late Payments

Payments not received within 15 days of the due date may be subject to:
1. Late payment reminders via email
2. Suspension of the Software (after 30 days of non-payment)
3. Interest charges of 1.5% per month (or the maximum rate permitted by law) on overdue amounts

### 12.7 Price Changes

BeyondNets may change pricing at any time. Price changes apply to new purchases and renewals only and do not affect the current term. BeyondNets will provide at least 60 days' notice before any price increase that applies to a renewal.

---

## 13. Refunds and Cancellations

### 13.1 Refund Policy

- **14-Day Money-Back Guarantee:** Annual license fees are fully refundable within 14 days of purchase, provided the Customer has not exceeded the free tier device limit during that period
- **After 14 Days:** Refunds are available on a prorated basis for the remaining unused months, minus a 10% administrative fee
- **Mid-Term Top-Ups:** Non-refundable once the devices have been added to the account
- **Free Tier:** No fees, no refund applicable
- **Enterprise Tier:** Refund terms are governed by the applicable Enterprise Agreement

### 13.2 Cancellation by Customer

The Customer may cancel their subscription at any time:
1. **Free Tier:** No cancellation required; the account remains active indefinitely
2. **Paid Tier — Disable Auto-Renewal:** The Customer may disable auto-renewal in the account settings. The license remains active until the end of the current term, after which it does not renew
3. **Paid Tier — Immediate Cancellation:** The Customer may request immediate cancellation by contacting `billing@beyondnets.com`. Refunds are subject to Section 13.1

### 13.3 Cancellation by BeyondNets

BeyondNets may cancel or suspend the Customer's account for:
1. Non-payment of fees (after 30-day grace period)
2. Violation of this Agreement
3. Security concerns or suspicious activity
4. Legal requirements or court orders
5. Discontinuation of the Software (with 180 days' notice)

In the event of cancellation by BeyondNets for reasons other than Customer breach or non-payment, BeyondNets will provide a prorated refund of prepaid fees for the unused portion of the term and provide the Customer with 90 days to export their data.

---

## 14. License Expiration, Grace Period, and Downgrade

### 14.1 Grace Period

If a paid license expires and is not renewed, the Customer enters a grace period:
1. **Days 0–30 (Grace Period):** Full access is maintained. The Software displays renewal reminders and sends email notifications.
2. **Days 31–60 (Read-Only Mode):** The Customer can view and export all data via the UI, but cannot add or edit assets. API access, webhooks, and integrations are disabled.
3. **Day 61+ (Downgrade to Free Tier):** The account reverts to the Free Tier (500 Active Devices). Devices beyond 500 are archived (not deleted) and are restored if the Customer renews within 90 days of downgrade.

### 14.2 Restoration After Downgrade

If the Customer renews their license within 90 days of being downgraded to the Free Tier, all archived devices will be restored to active status. After 90 days, archived devices from the downgrade are permanently deleted.

### 14.3 Notification

BeyondNets will notify the Customer at the following points:
- 30 days before license expiration (renewal reminder)
- Day of expiration (grace period entry)
- Day 31 (read-only mode entry)
- Day 61 (downgrade to Free Tier)
- 30 days after downgrade (final restoration reminder)

---

## 15. Termination

### 15.1 Termination by Customer

The Customer may terminate this Agreement at any time by:
1. Disabling auto-renewal (for Paid Tier customers)
2. Contacting `billing@beyondnets.com` to request immediate cancellation
3. Deleting the account through the account settings (for Free Tier customers)

Upon termination, the Customer's right to use the Software ceases immediately (for immediate cancellations) or at the end of the current term (for auto-renewal disabled cancellations).

### 15.2 Termination by BeyondNets

BeyondNets may terminate this Agreement immediately upon written notice if the Customer:
1. Materially breaches this Agreement and fails to cure the breach within 30 days of written notice
2. Becomes insolvent, bankrupt, or ceases business operations
3. Uses the Software in a manner that creates material risk to BeyondNets or other customers
4. Violates applicable laws or regulations in connection with its use of the Software

### 15.3 Effect of Termination

Upon termination of this Agreement:
1. The Customer's right to use the Software ceases immediately
2. The Customer must cease all use of the Software and API
3. The Customer has 90 days to export all Customer Data (after which data is permanently deleted)
4. All API keys are revoked immediately
5. All integrations are disconnected immediately
6. All accrued and unpaid fees become immediately due
7. Sections that by their nature should survive termination shall survive, including but not limited to: Intellectual Property, Confidentiality, Data Ownership, Limitation of Liability, Indemnification, and Governing Law

### 15.4 Data Deletion After Termination

After the 90-day post-termination data retention period, all Customer Data is permanently and irreversibly deleted from all production and backup systems. The Customer is encouraged to export all data before the end of the retention period.

---

## 16. Intellectual Property

### 16.1 Ownership of Software

The Software, including all source code, object code, user interface, Documentation, design, and all related Intellectual Property Rights, is and shall remain the exclusive property of BeyondNets and its licensors. This Agreement does not grant the Customer any rights to the Software other than the license expressly set forth in Section 3.

### 16.2 Ownership of Customer Data

All Customer Data is and shall remain the sole property of the Customer. BeyondNets acquires no rights to Customer Data under this Agreement, except the limited right to process Customer Data as necessary to provide the Service.

### 16.3 Feedback

If the Customer provides BeyondNets with any suggestions, ideas, or feedback regarding the Software ("Feedback"), BeyondNets may use such Feedback without restriction and without any obligation or compensation to the Customer. Feedback does not constitute Confidential Information.

### 16.4 Customer Marks

Customer Marks are and shall remain the property of the Customer. BeyondNets' use of Customer Marks is governed by Section 7 (Logo Usage Agreement).

### 16.5 BeyondNets Marks

"Nventory", "BeyondNets", and all associated logos, names, and branding are trademarks of BeyondNets. The Customer shall not use BeyondNets Marks without prior written consent.

---

## 17. Confidentiality

### 17.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party without the disclosing party's prior written consent.

### 17.2 Protection of Confidential Information

Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own Confidential Information, but no less than a reasonable degree of care.

### 17.3 Exclusions

Confidential Information does not include information that:
1. Is or becomes publicly available without breach of this Agreement
2. Was known to the receiving party prior to disclosure
3. Is independently developed by the receiving party without use of the disclosing party's information
4. Is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party)

### 17.4 Duration of Obligations

The confidentiality obligations in this Section shall survive termination of this Agreement for a period of 3 years.

---

## 18. Warranties and Disclaimers

### 18.1 BeyondNets Warranties

BeyondNets warrants that:
1. The Software will perform substantially in accordance with the Documentation
2. BeyondNets has the right to grant the license described in this Agreement
3. BeyondNets will use commercially reasonable efforts to provide the uptime SLAs described in Section 9.2
4. BeyondNets will maintain the security measures described in Section 10.3

### 18.2 Customer Warranties

The Customer warrants that:
1. The Customer has the authority to enter into this Agreement
2. The Customer's use of the Software complies with all applicable laws and regulations
3. The Customer owns or has sufficient rights to all Customer Data uploaded to the Software
4. The Customer's use of the Software does not infringe any third-party rights
5. The Customer has obtained all necessary consents from its organization to grant the logo usage rights in Section 7

### 18.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 18.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. BEYONDNETS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY
- IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
- IMPLIED WARRANTIES OF NON-INFRINGEMENT
- WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

BEYONDNETS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS. BEYONDNETS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED.

### 18.4 Beta Features

BeyondNets may offer beta or pre-release features from time to time. Such features are provided "as is" without any warranty and may be modified, suspended, or discontinued at any time without notice. Beta features should not be relied upon for production use.

---

## 19. Limitation of Liability

### 19.1 Exclusion of Damages

IN NO EVENT SHALL BEYONDNETS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- LOSS OF PROFITS
- LOSS OF REVENUE
- LOSS OF BUSINESS
- LOSS OF DATA
- LOSS OF GOODWILL
- BUSINESS INTERRUPTION
- COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES

REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF BEYONDNETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

### 19.2 Liability Cap

BEYONDNETS' TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
1. THE TOTAL FEES PAID BY THE CUSTOMER TO BEYONDNETS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR
2. $500 (FIVE HUNDRED US DOLLARS)

### 19.3 Exceptions

The limitations in Sections 19.1 and 19.2 shall not apply to:
1. BeyondNets' gross negligence or willful misconduct
2. BeyondNets' breach of confidentiality obligations under Section 17
3. BeyondNets' breach of Intellectual Property obligations under Section 16
4. Liability that cannot be limited or excluded under applicable law
5. Customer's payment obligations
6. Customer's indemnification obligations under Section 20

### 19.4 Free Tier Limitation

FOR FREE TIER CUSTOMERS, BEYONDNETS' TOTAL LIABILITY SHALL NOT EXCEED $100 (ONE HUNDRED US DOLLARS), REGARDLESS OF THE CLAIM.

---

## 20. Indemnification

### 20.1 Indemnification by BeyondNets

BeyondNets shall indemnify, defend, and hold harmless the Customer from and against any third-party claims alleging that the Software infringes the Intellectual Property Rights of a third party, subject to the following:
1. The Customer promptly notifies BeyondNets of the claim
2. BeyondNets has sole control of the defense and settlement
3. The Customer provides reasonable cooperation

If the Software becomes, or in BeyondNets' opinion is likely to become, the subject of an infringement claim, BeyondNets may, at its option:
1. Procure the right for the Customer to continue using the Software
2. Modify the Software to make it non-infringing
3. Replace the Software with a non-infringing equivalent
4. If none of the above are commercially feasible, terminate the Agreement and provide a prorated refund

BeyondNets shall not be liable for infringement claims arising from:
1. Modifications of the Software not made by BeyondNets
2. Use of the Software in combination with other software not provided by BeyondNets
3. Customer's use of the Software in a manner not permitted by this Agreement

### 20.2 Indemnification by Customer

The Customer shall indemnify, defend, and hold harmless BeyondNets from and against any third-party claims arising from:
1. Customer Data (including claims that Customer Data infringes third-party rights)
2. Customer's use of the Software in violation of this Agreement or applicable law
3. Customer's Marks (including claims that the Customer's Marks infringe third-party rights)
4. Customer's breach of Section 11 (Customer Responsibilities)

### 20.3 Indemnification Procedure

The party seeking indemnification shall:
1. Promptly notify the other party of the claim
2. Provide reasonable cooperation in the defense
3. The indemnifying party shall have sole control of the defense and settlement, provided that no settlement that imposes liability on the other party shall be made without that party's consent (not to be unreasonably withheld)

---

## 21. Suspension

### 21.1 Suspension by BeyondNets

BeyondNets may suspend the Customer's access to the Software for:
1. Non-payment of fees (after the 30-day grace period described in Section 12.6)
2. Material breach of this Agreement (after 30-day cure period)
3. Security concerns or suspicious activity (immediate suspension permitted)
4. Excessive or abusive API usage (immediate suspension permitted)
5. Legal requirements or court orders
6.Scheduled or emergency maintenance (as described in Section 9.7)

### 21.2 Effect of Suspension

During suspension:
1. The Customer cannot access the Software or API
2. Customer Data is retained but not accessible
3. Integrations are paused
4. API keys are temporarily deactivated
5. Scheduled backups continue

### 21.3 Remediation

To lift a suspension, the Customer must:
1. Cure the underlying cause of the suspension
2. Pay any outstanding fees (including applicable late fees)
3. Agree to comply with this Agreement going forward

### 21.4 Suspension Duration

Suspensions for non-payment or breach may be lifted upon remediation. Suspensions for security concerns or legal requirements may be indefinite, at BeyondNets' discretion.

---

## 22. Export Compliance

### 22.1 Export Laws

The Customer agrees to comply with all applicable export control laws and regulations, including but not limited to the US Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and applicable sanctions administered by the US Treasury Department's Office of Foreign Assets Control (OFAC).

### 22.2 Prohibited Uses

The Customer shall not:
1. Use the Software in any country subject to US export embargoes or sanctions
2. Use the Software by or for the benefit of any person or entity on any US government restricted party list
3. Use the Software for any purpose prohibited by US export control laws

### 22.3 Customer Responsibility

The Customer is responsible for determining whether its use of the Software is subject to export control laws and for obtaining any necessary export licenses or authorizations.

---

## 23. Governing Law and Dispute Resolution

### 23.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions.

### 23.2 Jurisdiction

The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, USA, for any dispute arising from or relating to this Agreement.

### 23.3 Informal Dispute Resolution

Before filing a formal claim, the parties agree to attempt to resolve any dispute through good-faith negotiations. A party must provide written notice of the dispute to the other party and allow 30 days for resolution before filing a formal claim.

### 23.4 Arbitration

If the dispute cannot be resolved through informal negotiations within 30 days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, USA, by a single arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

### 23.5 Class Action Waiver

The parties agree that any dispute shall be resolved individually and not as part of a class action or representative proceeding.

### 23.6 Equitable Relief

Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information.

---

## 24. Assignment

### 24.1 Assignment by Customer

The Customer shall not assign, transfer, or sublicense this Agreement or any rights hereunder, whether by operation of law or otherwise, without the prior written consent of BeyondNets. Any attempted assignment without such consent shall be void.

### 24.2 Assignment by BeyondNets

BeyondNets may assign this Agreement to any successor in interest (whether by merger, acquisition, sale of all or substantially all assets, or otherwise) without the Customer's consent. BeyondNets will provide written notice of any such assignment.

### 24.3 Effect of Assignment

Upon assignment, the assignee shall assume all obligations of the assigning party under this Agreement.

---

## 25. Force Majeure

BeyondNets shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to:
- Natural disasters (earthquakes, floods, hurricanes, fires)
- Acts of war or terrorism
- Civil unrest or riots
- Government actions or regulations
- Pandemics or epidemics
- Internet or telecommunications failures
- Third-party service provider outages (AWS, Stripe, etc.)
- Labor disputes or strikes

BeyondNets shall use commercially reasonable efforts to resume performance as soon as practicable after the force majeure event. If the force majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice.

---

## 26. Notices

### 26.1 Notice to Customer

Notices to the Customer shall be sent to the email address on file in the Customer's account. Legal notices may also be sent by certified mail to the billing address on file.

### 26.2 Notice to BeyondNets

Notices to BeyondNets shall be sent to:

```
BeyondNets
Attn: Legal Department
legal@beyondnets.com
```

### 26.3 Effectiveness of Notice

Notices sent by email are deemed received on the date sent. Notices sent by certified mail are deemed received 3 business days after mailing.

---

## 27. Miscellaneous

### 27.1 Entire Agreement

This Agreement, together with any Order Forms, Statements of Work, or Enterprise Agreements, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

### 27.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

### 27.3 No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

### 27.4 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

### 27.5 Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement. No third party shall have any right to enforce any provision of this Agreement.

### 27.6 Force of Law

If any law or regulation requires a change to this Agreement, BeyondNets may make such change effective immediately without prior notice.

### 27.7 Counterparts and Electronic Signature

This Agreement may be executed electronically. The Customer's acceptance of this Agreement through the signup process (clicking "I Agree" or similar) constitutes a valid and binding electronic signature.

### 27.8 Survival

The following sections shall survive termination or expiration of this Agreement:
- Section 10 (Customer Data) — for 90 days after termination
- Section 16 (Intellectual Property) — indefinitely
- Section 17 (Confidentiality) — for 3 years after termination
- Section 18 (Warranties and Disclaimers) — indefinitely
- Section 19 (Limitation of Liability) — indefinitely
- Section 20 (Indemnification) — indefinitely
- Section 23 (Governing Law and Dispute Resolution) — indefinitely
- Section 15.3 (Effect of Termination) — indefinitely

### 27.9 Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of the provisions.

### 27.10 Construction

This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship.

---

## 28. Contact Information

| Purpose | Contact |
|---|---|
| General Inquiries | info@beyondnets.com |
| Sales & Licensing | sales@beyondnets.com |
| Technical Support | support@beyondnets.com |
| Billing & Payments | billing@beyondnets.com |
| API & Integration Support | api@beyondnets.com |
| Legal & Logo Revocation | legal@beyondnets.com |
| Privacy & Data Protection | privacy@beyondnets.com |
| Website | https://www.beyondnets.com/nventory |

---