NETSPEC USER AGREEMENT AND TERMS OF SERVICE

Effective Date: August 29th 2026

This User Agreement and Terms of Service (“Agreement”) is a legally binding agreement between you (“User,” “you,” or “your”) and NetSpec Studio LLC, doing business as NetSpec (“NetSpec Studio,” “NetSpec,” “Company,” “we,” “us,” or “our”).

This Agreement governs your access to and use of the NetSpec website, applications, software, APIs, network-design tools, artificial-intelligence features, design-intelligence features, topology tools, requirements-generation tools, requirements traceability matrices, configuration-generation tools, exports, documentation, and related services (collectively, the “Service”).

By creating an account, accessing the Service, purchasing a subscription, clicking to accept this Agreement, or otherwise using NetSpec, you agree to be bound by this Agreement and the NetSpec Privacy Policy.

If you are using NetSpec on behalf of a company, government agency, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.

If you do not agree to this Agreement, do not access or use the Service.

1. ELIGIBILITY

You must be at least eighteen (18) years old and legally capable of entering into a binding contract to use the Service.

If you access or use the Service on behalf of an organization, “you” and “your” also refer to that organization where applicable.

You are responsible for ensuring that your use of NetSpec complies with all laws, regulations, contractual obligations, security requirements, organizational policies, and professional obligations applicable to you or your organization.

2. DESCRIPTION OF THE SERVICE

NetSpec provides software tools intended to assist users with activities that may include:

network architecture and topology development;

network-design analysis;

technology selection and comparison;

architectural decision support;

generation and management of engineering requirements;

generation of requirements traceability matrices (“RTMs”);

standards and reference-material analysis;

network configuration generation;

technical documentation generation;

project and design analysis;

design recommendations;

report generation;

engineering exports;

artificial-intelligence-assisted analysis;

project collaboration; and

related network engineering workflows.

Features may be modified, added, removed, limited, suspended, or replaced from time to time.

NetSpec is an engineering-support platform. It is not a substitute for qualified professional engineering judgment.

3. ACCOUNT REGISTRATION AND SECURITY

You may be required to create an account to access certain portions of the Service.

You agree to provide accurate, complete, and current information when creating and maintaining your account.

You are responsible for:

maintaining the confidentiality of your login credentials;

securing devices used to access the Service;

all activity occurring through your account;

maintaining appropriate permissions for users within your organization; and

promptly notifying NetSpec Studio LLC if you suspect unauthorized access, compromise, or misuse of your account.

You may not share individual user credentials in a manner inconsistent with your subscription plan.

NetSpec Studio LLC may suspend access to an account when we reasonably believe the account has been compromised, is being used unlawfully, presents a security risk, or is being used in violation of this Agreement.

4. SUBSCRIPTIONS, BILLING, AND RENEWAL

Certain features of NetSpec require a paid subscription.

Pricing, subscription periods, included features, usage limits, artificial-intelligence usage allowances, credits, storage limitations, export capabilities, and other plan restrictions will be disclosed when you subscribe.

Unless otherwise stated at checkout, paid subscriptions automatically renew for successive subscription periods until canceled.

By purchasing an automatically renewing subscription, you authorize NetSpec Studio LLC and its payment processors to charge the applicable subscription fees and taxes to your selected payment method for each renewal period.

NetSpec Studio LLC will provide disclosures, acknowledgments, renewal notices, and cancellation mechanisms required by applicable law.

You may cancel your subscription using the cancellation functionality provided within your account or another cancellation method made available by NetSpec Studio LLC.

Unless otherwise stated, cancellation prevents future renewals but does not terminate access to paid features before the expiration of the subscription period for which you have already paid.

Fees already paid are non-refundable except where:

1. NetSpec Studio LLC expressly states otherwise;

2. a separate refund policy applies; or

3. a refund is required by applicable law.

NetSpec Studio LLC may modify subscription prices from time to time.

If a price increase applies to an existing subscription, we will provide advance notice as required by applicable law before the new price becomes effective.

You are responsible for applicable taxes, duties, levies, or similar governmental assessments associated with your use of the Service, other than taxes based on the income of NetSpec Studio LLC.

5. TRIALS, PROMOTIONAL CREDITS, AND USAGE CREDITS

NetSpec Studio LLC may offer free trials, promotional credits, AI credits, tokens, usage allocations, discounts, or other promotional benefits.

Unless expressly stated otherwise:

promotional benefits have no cash value;

promotional benefits are non-transferable;

promotional benefits may expire;

promotional benefits may be subject to usage restrictions; and

promotional programs may be modified or discontinued prospectively.

If a free trial automatically converts into a paid subscription, the applicable price, conversion date, renewal terms, and cancellation procedures will be disclosed before enrollment.

6. LICENSE TO USE NETSPEC

Subject to this Agreement and payment of applicable fees, NetSpec Studio LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription period for your personal or internal business purposes.

This license does not transfer ownership of NetSpec or any underlying intellectual property.

Except where expressly permitted by law or by NetSpec Studio LLC in writing, you may not:

copy or reproduce substantial portions of the Service;

reverse engineer, decompile, disassemble, or attempt to derive source code from the Service;

circumvent usage limits, authentication mechanisms, subscription restrictions, rate limits, or security controls;

resell, sublicense, rent, lease, distribute, or provide unauthorized third-party access to the Service;

systematically scrape or extract proprietary NetSpec content, data, or databases;

use automated systems in a manner that overloads, disrupts, or degrades the Service;

probe, scan, or test NetSpec systems for vulnerabilities without written authorization;

use NetSpec proprietary intellectual property to create a competing product through unauthorized copying or extraction;

interfere with another user's access to the Service; or

remove proprietary notices or intellectual-property markings from the Service.

7. ACCEPTABLE USE

You may not use NetSpec:

for unlawful, fraudulent, deceptive, or malicious purposes;

to gain unauthorized access to computer systems, networks, applications, accounts, or data;

to distribute or deploy malware, ransomware, destructive code, or unauthorized surveillance tools;

to facilitate unauthorized exploitation of computer systems;

to interfere with the operation of NetSpec or third-party systems;

in violation of intellectual-property rights;

in violation of privacy, data-protection, cybersecurity, sanctions, or export-control laws;

to impersonate another person or organization;

to submit information you do not have the legal right to submit;

to evade security controls;

to facilitate illegal interception or surveillance of communications; or

in a manner reasonably likely to cause material harm to NetSpec Studio LLC, its users, third parties, or computer systems.

Legitimate network engineering, authorized security architecture, defensive cybersecurity work, security testing, laboratory activities, research, education, and troubleshooting activities are permitted when performed lawfully and with appropriate authorization.

8. USER CONTENT AND PROJECT DATA

“User Content” means information, files, prompts, topology information, network configurations, requirements, diagrams, specifications, technical documentation, project data, technology selections, engineering decisions, feedback, or other materials you submit to or create through the Service.

As between you and NetSpec Studio LLC, you retain ownership of your User Content.

You grant NetSpec Studio LLC a limited, worldwide license to host, store, reproduce, transmit, process, analyze, and otherwise use User Content as reasonably necessary to:

provide the Service;

perform functions requested by you;

maintain and secure the Service;

prevent fraud, abuse, or unauthorized activity;

troubleshoot technical problems;

comply with applicable law; and

improve the Service as permitted by the NetSpec Privacy Policy and any applicable written agreement.

NetSpec Studio LLC does not acquire ownership of your underlying network architecture, customer information, technical requirements, configurations, project documentation, or other proprietary engineering information merely because you use the Service.

You represent and warrant that you possess all rights, licenses, consents, and permissions necessary to submit and process your User Content through NetSpec.

9. CONFIDENTIAL, REGULATED, AND SENSITIVE INFORMATION

NetSpec may be used with commercially sensitive network and engineering information.

You are responsible for determining whether particular information is appropriate to submit to the Service.

Unless NetSpec Studio LLC expressly states in writing that a particular NetSpec environment has been authorized for such information, you must not upload, process, store, or transmit through the Service:

classified information;

Confidential, Secret, or Top Secret national-security information;

Sensitive Compartmented Information (“SCI”);

Special Access Program information;

Controlled Unclassified Information (“CUI”) requiring an authorized environment;

information requiring FedRAMP authorization that NetSpec has not expressly represented it possesses;

information requiring a specific Department of Defense Impact Level authorization;

International Traffic in Arms Regulations (“ITAR”) controlled technical data requiring specialized handling;

other export-controlled technical data requiring specialized handling;

government information requiring security controls or authorization levels NetSpec has not expressly represented it provides;

private cryptographic keys;

production passwords;

production API secrets;

authentication tokens;

highly sensitive authentication credentials;

protected health information requiring HIPAA compliance;

payment-card information requiring specialized PCI DSS handling; or

other regulated information requiring security controls that NetSpec Studio LLC has not expressly agreed in writing to provide.

A commercial NetSpec subscription does not, by itself, represent or warrant that NetSpec Studio LLC or the Service is:

FedRAMP authorized;

Department of Defense Impact Level authorized;

CMMC certified;

ITAR compliant for all data;

HIPAA compliant;

approved for classified information; or

authorized for CUI.

Any such capability must be expressly identified by NetSpec Studio LLC in writing and may be subject to separate contractual, security, technical, or compliance terms.

10. ARTIFICIAL INTELLIGENCE AND AUTOMATED OUTPUT

Certain portions of NetSpec may use artificial intelligence, machine learning, large language models, deterministic rules engines, retrieval systems, automated reasoning, scoring systems, or third-party AI services.

Outputs may include:

architectural recommendations;

network-design recommendations;

engineering explanations;

technology selections;

requirements;

requirements traceability matrices;

standards references;

risk observations;

network configurations;

command-line configurations;

scripts;

implementation guidance;

design decisions;

diagrams;

reports;

summaries; and

other technical information.

You acknowledge and agree that AI-generated and automated outputs may contain errors.

Outputs may be:

incomplete;

inaccurate;

outdated;

inconsistent;

insecure;

improperly formatted;

incorrectly cited;

technically unsuitable;

incompatible with a particular environment; or

inappropriate for a particular operational purpose.

An output that appears authoritative, confident, complete, or technically detailed is not necessarily correct.

NetSpec Studio LLC does not guarantee that any AI-generated or automated output:

complies with any RFC, IEEE standard, NIST publication, vendor recommendation, law, regulation, government requirement, or technical standard;

satisfies any particular solicitation, contract, RFP, statement of work, or acquisition requirement;

is syntactically correct;

is operationally safe;

will function correctly on a particular device, operating system, hardware platform, network operating system, or software release;

satisfies cybersecurity or regulatory requirements;

reflects all relevant design constraints; or

represents the only, preferred, or optimal engineering solution.

You are responsible for independently validating all material outputs before relying upon, implementing, publishing, submitting, or deploying them.

11. NETWORK CONFIGURATION AND PRODUCTION SYSTEMS

NetSpec may generate network configurations, commands, scripts, policies, templates, configuration snippets, automation logic, or related technical instructions.

Generated configurations may result in:

network outages;

routing instability;

loss of connectivity;

security vulnerabilities;

packet loss;

switching loops;

routing loops;

misconfiguration;

unintended traffic exposure;

firewall or policy errors;

incorrect segmentation;

loss or corruption of data;

device instability;

service degradation; or

other operational consequences.

You agree not to treat generated configurations as production-ready solely because NetSpec generated them.

Before implementation, you are responsible for:

1. reviewing the configuration using qualified personnel;

2. confirming the configuration satisfies your intended technical requirements;

3. verifying hardware, platform, operating-system, and software-version compatibility;

4. reviewing security implications;

5. validating routing, switching, segmentation, access-control, and failure behavior;

6. testing in an appropriate laboratory or non-production environment where reasonably practicable;

7. confirming working backup and rollback procedures;

8. following applicable change-management procedures;

9. obtaining any required customer, management, security, engineering, or change-control approvals; and

10. monitoring the implementation after deployment.

NetSpec Studio LLC does not control the systems on which you deploy generated configurations and is not responsible for consequences arising from your implementation decisions.

12. ENGINEERING DECISIONS AND PROFESSIONAL RESPONSIBILITY

NetSpec is intended to augment, not replace, professional expertise.

Users remain responsible for all architecture, engineering, security, compliance, acquisition, procurement, implementation, configuration, and operational decisions.

NetSpec Studio LLC does not act as your:

network engineer;

systems engineer;

cybersecurity engineer;

cybersecurity assessor;

compliance officer;

contracting officer;

procurement official;

attorney;

auditor;

certification authority;

authorizing official; or

other licensed, certified, designated, or professional advisor.

Design recommendations should be independently evaluated against the actual environment, including factors such as:

business requirements;

mission requirements;

availability requirements;

security requirements;

network scale;

hardware capabilities;

device limitations;

licensing;

software versions;

vendor support;

interoperability;

latency;

throughput;

resiliency;

performance;

cost;

operational complexity;

organizational standards;

regulatory requirements;

contractual requirements;

implementation constraints;

staffing capabilities; and

operational risk.

13. REQUIREMENTS, RTMS, AND STANDARDS INFORMATION

NetSpec may generate, store, analyze, or reference engineering requirements, requirements traceability matrices, standards, RFCs, technical publications, government publications, vendor documentation, or other reference materials.

These materials are provided as engineering assistance and convenience.

You are responsible for verifying requirements against current and authoritative source material.

NetSpec Studio LLC does not warrant that its:

standards database;

requirements library;

citation database;

technical references;

canonical intelligence;

retrieval results; or

generated RTMs

are complete, current, authoritative, or applicable to every environment.

Where a project depends upon compliance with a particular standard, solicitation, regulation, contract, directive, policy, technical specification, or government requirement, the authoritative underlying source controls over any NetSpec output.

14. THIRD-PARTY SERVICES

NetSpec Studio LLC may rely upon, connect to, or integrate with third-party services such as:

cloud infrastructure providers;

payment processors;

analytics providers;

authentication services;

artificial-intelligence providers;

database providers;

storage services;

monitoring platforms;

communications providers;

technical-reference providers; and

other software or infrastructure services.

Third-party services may be governed by separate terms, privacy policies, security practices, and availability commitments.

NetSpec Studio LLC is not responsible for third-party products or services outside our reasonable control.

15. NETSPEC STUDIO LLC INTELLECTUAL PROPERTY

NetSpec Studio LLC and its licensors retain all right, title, and interest in and to NetSpec and the Service, including its:

software;

source code;

object code;

interfaces;

workflows;

designs;

visual elements;

databases;

proprietary taxonomies;

scoring systems;

recommendation logic;

decision frameworks;

canonical design intelligence;

templates;

engineering methodologies;

documentation;

algorithms;

branding;

logos;

trademarks;

reports; and

other intellectual property.

Except for your User Content and third-party materials, no ownership rights are transferred to you except the limited right to use the Service under this Agreement.

16. OUTPUT OWNERSHIP AND USE

Subject to this Agreement and applicable law, NetSpec Studio LLC permits you to use, modify, reproduce, distribute, incorporate, and commercially use outputs generated specifically for you through the Service.

You may incorporate generated requirements, RTMs, reports, diagrams, configurations, recommendations, and similar outputs into your internal or customer-facing work, subject to your responsibility for reviewing and validating those outputs.

Because artificial-intelligence and automated systems may produce similar or identical material for different users, NetSpec Studio LLC does not guarantee that generated output is unique.

Nothing in this section transfers ownership of NetSpec Studio LLC's underlying:

software;

source code;

models;

proprietary databases;

canonical design intelligence;

proprietary scoring systems;

engineering methodologies;

system prompts;

templates;

workflows; or

other platform intellectual property.

17. FEEDBACK

If you voluntarily provide NetSpec Studio LLC with suggestions, recommendations, feature requests, corrections, ideas, or other feedback regarding NetSpec, you grant NetSpec Studio LLC a perpetual, irrevocable, worldwide, royalty-free right to use that feedback to develop, operate, improve, market, or enhance the Service.

NetSpec Studio LLC has no obligation to compensate you for feedback.

This provision does not transfer ownership of your confidential project data, customer information, network architecture, proprietary requirements, or other User Content.

18. AGGREGATED AND DE-IDENTIFIED INFORMATION

NetSpec Studio LLC may create and use aggregated or de-identified information derived from use of the Service for purposes such as:

improving NetSpec;

service reliability;

analytics;

usage measurement;

security;

performance optimization;

benchmarking;

product development; and

research.

Such information will not be represented as identifying you or your organization.

Use of personal information is governed by the NetSpec Privacy Policy and applicable law.

19. SERVICE AVAILABILITY

NetSpec Studio LLC works to make NetSpec reliable, but no online service can guarantee uninterrupted or error-free operation.

The Service may be temporarily unavailable because of:

scheduled maintenance;

emergency maintenance;

software updates;

infrastructure failures;

third-party outages;

cybersecurity incidents;

capacity constraints;

internet failures;

telecommunications outages;

natural disasters; or

circumstances outside NetSpec Studio LLC's reasonable control.

Unless a separately executed service-level agreement expressly provides otherwise, NetSpec Studio LLC does not guarantee any particular level of uptime, availability, response time, or recovery time.

20. EXPERIMENTAL FEATURES

NetSpec Studio LLC may make preview, experimental, early-access, prototype, or laboratory features available.

Such features may:

contain significant errors;

operate inconsistently;

produce inaccurate results;

change without notice;

have limited support; or

be discontinued at any time.

Experimental features should not be relied upon for mission-critical, safety-critical, or production workflows unless NetSpec Studio LLC expressly states otherwise in writing.

21. PRIVACY AND SECURITY

Collection, processing, and use of personal information by NetSpec Studio LLC is described in the NetSpec Privacy Policy.

NetSpec Studio LLC will maintain reasonable administrative, technical, and organizational measures designed to protect information processed through the Service.

No system, service, network, database, or transmission method can guarantee absolute security.

You are responsible for:

appropriately classifying information before uploading it;

limiting User Content to information suitable for the Service;

managing user access within your organization;

protecting account credentials;

maintaining appropriate copies or backups of information necessary to your operations; and

complying with applicable organizational security policies.

Enterprise customers may enter into additional privacy, data-processing, confidentiality, security, or service-level agreements with NetSpec Studio LLC.

22. DATA BACKUP AND EXPORT

NetSpec may allow you to export certain project information, requirements, RTMs, configurations, reports, or other data.

You are responsible for maintaining copies of information that is critical to your organization or operations.

NetSpec Studio LLC is not intended to serve as your sole archival, records-management, backup, or disaster-recovery system unless expressly agreed otherwise in writing.

Following cancellation or termination, access to User Content may be limited or removed according to the NetSpec data-retention practices and Privacy Policy.

23. EXPORT CONTROLS AND SANCTIONS

You may not use, export, re-export, transfer, release, or provide access to NetSpec in violation of applicable United States export-control or economic-sanctions laws.

You represent and warrant that you are not prohibited from receiving the Service under applicable sanctions or export-control restrictions.

You are responsible for determining whether your data, technical information, network designs, configurations, technology, or intended use is subject to export-control restrictions.

24. GOVERNMENT USERS AND GOVERNMENT CONTRACTORS

Use of NetSpec by government agencies, military organizations, government contractors, subcontractors, federally funded entities, or other government-related users may be subject to additional laws, regulations, acquisition rules, security requirements, contract clauses, and data restrictions.

Nothing in a standard commercial NetSpec subscription constitutes NetSpec Studio LLC's acceptance of:

FAR clauses;

DFARS clauses;

agency supplements;

government security requirements;

government data-rights clauses;

cybersecurity obligations;

government audit rights;

flow-down requirements;

government indemnification terms; or

other government-specific contractual requirements

unless NetSpec Studio LLC expressly agrees to them in a separately executed written agreement.

Government and contractor users are responsible for ensuring that their use of NetSpec is authorized for the information, programs, systems, contracts, and environments involved.

25. SUSPENSION

NetSpec Studio LLC may suspend, restrict, or limit your access to the Service when reasonably necessary to:

prevent a security threat;

investigate suspected unlawful activity;

protect NetSpec Studio LLC or other users;

respond to material violations of this Agreement;

prevent fraudulent payment activity;

prevent abusive or excessive use;

protect infrastructure integrity;

comply with applicable law; or

comply with valid legal process.

Where reasonably practicable, NetSpec Studio LLC will provide notice of the suspension and an opportunity to resolve the underlying issue.

26. TERMINATION

You may stop using NetSpec at any time.

You may cancel a paid subscription according to the cancellation procedures made available through the Service.

NetSpec Studio LLC may terminate this Agreement or your access to the Service if you materially violate this Agreement and fail to remedy the violation where a cure period is appropriate.

NetSpec Studio LLC may immediately terminate or suspend access for serious security threats, fraud, unlawful activity, intentional misuse, or conduct that creates material risk to NetSpec Studio LLC, its systems, its users, or third parties.

Upon termination, your right to access and use the Service ends.

Sections that by their nature should survive termination—including provisions concerning intellectual property, payment obligations, warranties, liability limitations, indemnification, dispute resolution, confidentiality, and ownership—will survive termination.

27. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

NETSPEC STUDIO LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.

NETSPEC STUDIO LLC DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE:

ERROR-FREE;

COMPLETE;

ACCURATE;

SECURE;

CURRENT;

UNINTERRUPTED;

AVAILABLE AT ALL TIMES;

FREE FROM VULNERABILITIES;

SUITABLE FOR A PARTICULAR NETWORK;

SUITABLE FOR A PARTICULAR CUSTOMER;

SUITABLE FOR A PARTICULAR PROJECT;

COMPLIANT WITH A PARTICULAR CONTRACT;

COMPLIANT WITH A PARTICULAR SECURITY REQUIREMENT; OR

COMPLIANT WITH A PARTICULAR REGULATORY REQUIREMENT.

NETSPEC STUDIO LLC DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF AI-GENERATED CONTENT, ENGINEERING RECOMMENDATIONS, REQUIREMENTS, RTMS, CITATIONS, CONFIGURATIONS, SCRIPTS, OR OTHER AUTOMATED OUTPUT.

YOU ASSUME RESPONSIBILITY FOR DETERMINING WHETHER OUTPUT FROM NETSPEC IS APPROPRIATE FOR YOUR INTENDED USE.

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, these exclusions apply only to the maximum extent permitted by applicable law.

28. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETSPEC STUDIO LLC AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES ARISING FROM:

LOST PROFITS;

LOST REVENUE;

LOST BUSINESS;

LOST CONTRACTS;

LOSS OF GOODWILL;

BUSINESS INTERRUPTION;

LOST OR CORRUPTED DATA;

NETWORK OUTAGES;

SECURITY INCIDENTS;

CONFIGURATION ERRORS;

ROUTING OR SWITCHING FAILURES;

LOSS OF CONNECTIVITY;

FAILED IMPLEMENTATIONS;

PROCUREMENT DECISIONS;

COMPLIANCE FAILURES;

PROJECT DELAYS;

CUSTOMER CLAIMS;

THIRD-PARTY CLAIMS; OR

RELIANCE ON AI-GENERATED, AUTOMATED, OR OTHER NETSPEC OUTPUT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NETSPEC STUDIO LLC ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNT YOU PAID TO NETSPEC STUDIO LLC FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED U.S. DOLLARS ($100) IF YOU USED THE SERVICE WITHOUT PAYING NETSPEC STUDIO LLC.

These limitations apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, or otherwise, and even if NetSpec Studio LLC has been advised that such damages were possible.

Some jurisdictions do not permit certain limitations of liability. In those jurisdictions, these provisions apply only to the maximum extent permitted by applicable law.

29. INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless NetSpec Studio LLC and its members, officers, directors, employees, contractors, affiliates, licensors, and agents from third-party claims, liabilities, damages, judgments, losses, expenses, and reasonable attorneys' fees arising from or relating to:

your unlawful use of the Service;

your material violation of this Agreement;

User Content you did not have authority to provide;

your infringement or violation of intellectual-property, privacy, or other third-party rights;

your implementation of configurations, scripts, requirements, recommendations, or other NetSpec output;

your use of NetSpec output in customer deliverables;

your violation of applicable law; or

your intentional misconduct or gross negligence.

NetSpec Studio LLC will provide reasonable notice of an indemnified claim and reasonable cooperation in its defense.

30. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-laws principles.

Subject to applicable law providing otherwise, any dispute arising out of or relating to this Agreement or the Service will be brought exclusively in the state or federal courts located in [COUNTY, STATE], and each party consents to personal jurisdiction and venue in those courts.

Nothing in this section prevents either party from seeking appropriate temporary, emergency, or injunctive relief to protect intellectual property, confidential information, system security, or other rights where immediate relief may be appropriate.

31. CHANGES TO THIS AGREEMENT

NetSpec Studio LLC may update this Agreement from time to time.

If we make material changes, we will provide notice as required by applicable law, which may include notice:

through the Service;

through your account;

by email; or

by posting an updated Agreement.

The updated Agreement will identify its effective date.

Where applicable law requires affirmative consent to a material change, NetSpec Studio LLC will obtain that consent.

Continued use of the Service after an updated Agreement becomes effective constitutes acceptance where permitted by applicable law.

32. ELECTRONIC COMMUNICATIONS

You agree that NetSpec Studio LLC may provide agreements, disclosures, notices, invoices, billing information, subscription information, renewal notices, security notices, and other communications electronically.

Transactional, account, security, and legally required communications are separate from optional marketing communications.

33. ASSIGNMENT

You may not assign or transfer this Agreement without the prior written consent of NetSpec Studio LLC, except where applicable law provides otherwise.

NetSpec Studio LLC may assign or transfer this Agreement in connection with:

a merger;

acquisition;

corporate restructuring;

financing transaction;

reorganization;

sale of substantially all relevant assets; or

transfer of the NetSpec business or Service.

34. SEVERABILITY

If any provision of this Agreement is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent legally permissible.

The remaining provisions will remain in full force and effect.

35. WAIVER

Failure by NetSpec Studio LLC to enforce any provision of this Agreement does not constitute a waiver of that provision or any other right.

A waiver is effective only if made in writing by an authorized representative of NetSpec Studio LLC.

36. FORCE MAJEURE

NetSpec Studio LLC will not be liable for delays, failures, or interruptions caused by events beyond its reasonable control, including:

natural disasters;

severe weather;

fire;

flood;

earthquake;

war;

terrorism;

civil unrest;

government actions;

labor disputes;

internet outages;

telecommunications failures;

cloud-provider outages;

third-party infrastructure failures;

widespread cybersecurity incidents; or

other force majeure events.

37. NO THIRD-PARTY BENEFICIARIES

Except as expressly stated in this Agreement, this Agreement does not create rights for any person or entity other than you and NetSpec Studio LLC.

38. ENTIRE AGREEMENT

This Agreement, together with the NetSpec Privacy Policy and any additional terms expressly incorporated by reference, constitutes the agreement between you and NetSpec Studio LLC regarding the Service.

If you enter into a separately executed:

Master Services Agreement;

Enterprise Agreement;

Order Form;

Data Processing Agreement;

Business Associate Agreement;

Security Addendum;

Service-Level Agreement; or

other written agreement

with NetSpec Studio LLC, that agreement will control to the extent it expressly conflicts with this Agreement.

39. CONTACT INFORMATION

Questions regarding this Agreement may be directed to:

NetSpec Studio LLC

Colorado,

United States

Legal: info@netspecstudio.com

ACCEPTANCE

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, PURCHASING A SUBSCRIPTION, ACCESSING THE SERVICE, OR OTHERWISE USING NETSPEC, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS USER AGREEMENT AND TERMS OF SERVICE.