END USER LICENSE AGREEMENT
Effective Date: February 24, 2026
This End User License Agreement (“Agreement” or “EULA”) is a binding legal contract between the entity or individual accepting this Agreement (“Customer,” “you,” or “your”) and All Network Security Inc., d/b/a 12Port, a Delaware corporation (“12Port,” “we,” “us,” or “our”). This Agreement governs your access to and use of the 12Port software platform, including all updates, documentation, and related services (collectively, the “Software”).
BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not download, install, or use the Software.
1. ORDER OF PRIORITY
This Agreement works together with any Order Form, Statement of Work, or partner agreement executed between the parties. In the event of a conflict: (a) an executed Order Form controls for commercial terms (pricing, quantities, subscription term, and payment); and (b) this EULA controls for all other terms (license scope, restrictions, intellectual property, liability, and general legal terms). If Customer has a separately negotiated Master Agreement with 12Port, that Master Agreement will state its own order of priority.
2. LICENSE GRANT AND RESTRICTIONS
2.1 License Grant
Subject to your compliance with this Agreement and timely payment of all applicable fees, 12Port grants you a non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Software during the subscription term, solely for your internal business operations and in accordance with the quantities specified in your Order Form or trial registration.
2.2 License Model
The Software is licensed in the quantities and under the metrics specified in the applicable Order Form. You must maintain active licenses sufficient to cover your actual usage at all times. The Order Form will define the applicable license metric (e.g., named users, concurrent users, managed assets, or other measure), quantities, and any usage limitations.
2.3 License Restrictions
You shall not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law; (c) sell, resell, rent, lease, lend, distribute, sublicense, or otherwise transfer the Software or any rights therein to any third party, except through an authorized 12Port partner; (d) use the Software to provide managed services, service bureau, time-sharing, or similar services to third parties, unless authorized under a separate MSP agreement with 12Port; (e) remove, alter, or obscure any proprietary notices, labels, or marks on the Software; (f) use the Software in violation of any applicable law or regulation; or (g) use the Software to develop a competing product or service.
2.4 Trial Licenses
If you are using the Software under a trial or evaluation license, the license is limited to thirty (30) days (or such other period stated at the time of registration), is provided “AS IS” without warranty of any kind, and may be terminated by 12Port at any time. Trial data may be deleted upon expiration. Nothing in this Section limits your rights if you subsequently purchase a paid subscription. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, 12PORT SHALL HAVE NO LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SOFTWARE UNDER A TRIAL OR EVALUATION LICENSE, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
2.5 Usage Verification
The Software periodically communicates with 12Port servers to verify license validity, check for available updates, and transmit aggregate usage data (collectively, “Usage Verification”). This communication includes the license key, software version, and aggregate usage metrics. It does not include any Customer data, credentials, session content, or personally identifiable information. You agree not to block, disable, or interfere with Usage Verification. If you operate in an air-gapped environment, contact 12Port to arrange an alternative verification method.
2.6 Affiliate Usage
Customer may permit its Affiliates to use the Software under this Agreement, provided that (a) such use is within the licensed quantities specified in the applicable Order Form, (b) each Affiliate complies with all terms and conditions of this Agreement, and (c) Customer remains fully responsible for each Affiliate’s compliance and for all acts and omissions of its Affiliates. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest. Affiliate usage does not expand the licensed quantities; all usage by Customer and its Affiliates counts toward the totals specified in the Order Form.
2.7 License Compliance Verification
No more than once per twelve (12) month period, 12Port may request that Customer provide a written certification of its then-current usage of the Software relative to the licensed quantities. Customer shall respond within thirty (30) days of such request. If the certification or Usage Verification data reveals usage in excess of the licensed quantities, Customer shall have thirty (30) days to either reduce usage to licensed levels or purchase additional licenses at 12Port’s then-current rates to cover the excess. This Section does not limit 12Port’s other remedies for breach of the license grant.
3. SUBSCRIPTION TERM AND RENEWAL
3.1 Subscription Term
The initial subscription term is specified in your Order Form or at the time of purchase (“Initial Term”). Unless otherwise stated, the Initial Term begins on the date the license key is delivered.
3.2 Auto-Renewal
At the end of the Initial Term (and each renewal term thereafter), the subscription will automatically renew for successive periods equal to the Initial Term, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. 12Port may adjust pricing for renewal terms by providing written notice at least sixty (60) days prior to the renewal date.
3.3 Termination for Cause
Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.
3.4 Effect of Termination
Upon termination or expiration: (a) all license rights granted hereunder immediately cease; (b) you must uninstall the Software and destroy all copies in your possession or control; and (c) each party shall return or destroy all Confidential Information of the other party. Sections that by their nature should survive termination will survive, as set forth in Section 15.
4. FEES AND PAYMENT
4.1 Fees
You agree to pay all fees specified in the applicable Order Form. All fees are quoted in U.S. Dollars unless otherwise stated, are non-cancellable, and, except as expressly provided in Section 4.3, are non-refundable. Fees are exclusive of all taxes, duties, and levies, which are your responsibility (excluding taxes based on 12Port’s net income).
4.2 Payment Terms
Unless otherwise specified in the Order Form, invoices are due within thirty (30) days of the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You are responsible for all reasonable costs of collection, including attorneys’ fees. If any undisputed fees remain unpaid for more than thirty (30) days past the due date, 12Port may, upon ten (10) days’ prior written notice, suspend license key validation until all outstanding amounts are paid in full. Suspension does not relieve Customer of its payment obligations or extend the subscription term.
4.3 Refunds
If 12Port terminates this Agreement other than for your breach, 12Port will refund a pro-rata portion of any prepaid, unused fees for the remainder of the then-current term.
5. INTELLECTUAL PROPERTY
5.1 12Port Ownership
12Port and its licensors own and retain all right, title, and interest in and to the Software, including all source code, object code, algorithms, architectures, user interfaces, documentation, trade secrets, trademarks, service marks, and all intellectual property rights therein. This Agreement does not convey any ownership interest in the Software. All rights not expressly granted are reserved by 12Port.
5.2 Feedback
If you provide 12Port with suggestions, enhancement requests, recommendations, or other feedback regarding the Software (“Feedback”), you hereby grant 12Port an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Software or any other 12Port products or services without obligation or compensation to you.
5.3 Customer Data
As between the parties, you retain all right, title, and interest in and to your data. 12Port claims no ownership rights in Customer data.
5.4 Third-Party Open Source Components
The Software includes third-party open source software components. A list of such components and their applicable license terms is available upon written request to legal@12port.com. To the extent any open source license requires terms that conflict with this Agreement, the applicable open source license governs solely with respect to that component.
6. DATA SOVEREIGNTY AND SECURITY
6.1 Customer Data Sovereignty
A core architectural principle of the 12Port platform is that Customer data never leaves Customer’s environment. The Software is installed and operated entirely on infrastructure owned or controlled by Customer. All credentials, session recordings, audit logs, policies, and any other data managed through the Software remain exclusively within Customer’s environment at all times. 12Port has no ability to access, view, retrieve, process, or store any Customer data. Customer retains complete and sole control over its data, its infrastructure, and all privileged access activity managed through the Software.
6.2 Not a Data Processor
Because the Software is self-hosted and 12Port has no access to Customer data, 12Port does not act as a data processor, sub-processor, or service provider (as those terms are defined under GDPR, CCPA, or similar data protection laws) with respect to Customer data. No Data Processing Agreement is required or offered in connection with this Agreement. Customer’s own privacy policies, data handling practices, and regulatory obligations govern the data stored within Customer’s 12Port deployment.
6.3 Usage Verification Data
The limited data transmitted through Usage Verification (Section 2.5) is handled in accordance with the 12Port Privacy Policy, available at www.12port.com/privacy.
6.4 Documentation
Product documentation, including security and compliance information, is available at docs.12port.com. 12Port may update this documentation from time to time in its discretion.
6.5 Account Security
To protect the security of Customer’s deployment and account, 12Port requires identity verification before disclosing account-level information, license details, or configuration guidance in response to any support request or inquiry. All support requests and technical inquiries must be submitted by Customer’s designated contacts as identified in the applicable Order Form or Customer’s 12Port account. 12Port will not respond to requests from individuals whose identity cannot be verified as an authorized designated contact. Customer is responsible for maintaining current designated contact information with 12Port and for promptly notifying 12Port when a designated contact should be added or removed.
7. SOFTWARE UPDATES
7.1 Updates and New Versions
12Port may release updates, patches, and new versions of the Software from time to time. Updates that are included in the subscription are provided at no additional charge. Release notes and update notifications are published at docs.12port.com/release_notes and are available via RSS feed. 12Port will use commercially reasonable efforts to provide at least thirty (30) days advance notice of material changes to the Software.
7.2 Acceptance of Updates
By continuing to use the Software after an update is made available and the thirty (30) day notice period has elapsed, you accept the updated terms and functionality. If you do not agree to a material update, your sole remedy is to cease using the Software and terminate your subscription in accordance with Section 3. 12Port is not obligated to maintain prior versions of the Software beyond a commercially reasonable transition period.
7.3 Modifications to this Agreement
12Port may modify this Agreement by posting a revised version at www.12port.com/eula and providing at least thirty (30) days written notice. Continued use of the Software after the notice period constitutes acceptance. If you object to a modification, you may terminate your subscription effective at the end of the then-current term by providing written notice within the thirty (30) day notice period.
8. WARRANTIES AND DISCLAIMERS
8.1 Software Warranty
12Port warrants that, for a period of ninety (90) days from the date of initial delivery (the “Warranty Period”), the Software will perform in substantial conformity with the applicable documentation. If the Software fails to conform during the Warranty Period, 12Port will, at its sole option, repair or replace the non-conforming Software or refund the fees paid for the non-conforming portion. This is your sole and exclusive remedy for any breach of this warranty.
8.2 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” 12PORT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 12PORT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Liability Cap
EXCEPT FOR OBLIGATIONS ARISING FROM SECTION 5 (INTELLECTUAL PROPERTY), BREACH OF SECTION 2.3 (LICENSE RESTRICTIONS), PERSONAL INJURY OR DEATH CAUSED BY A PARTY’S NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO 12PORT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. FOR THE AVOIDANCE OF DOUBT, IF CUSTOMER HAS NOT PAID ANY FEES TO 12PORT (INCLUDING USE UNDER A TRIAL OR EVALUATION LICENSE), 12PORT’S AGGREGATE LIABILITY SHALL BE ZERO.
9.3 Basis of the Bargain
The parties acknowledge that the limitations of liability in this Section 9 are an essential element of the bargain between the parties, and that 12Port would not enter into this Agreement without these limitations.
10. INDEMNIFICATION
10.1 By 12Port
12Port will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer’s authorized use of the Software infringes a valid U.S. patent, copyright, or trade secret (“IP Claim”), and will pay any damages finally awarded or settlement amounts agreed to by 12Port. If the Software becomes, or in 12Port’s opinion is likely to become, the subject of an IP Claim, 12Port may, at its sole option: (a) obtain a license for continued use; (b) replace or modify the Software to be non-infringing; or (c) terminate the applicable license and refund a pro-rata portion of prepaid fees. This Section states 12Port’s entire liability and your sole remedy with respect to IP Claims.
10.2 Exclusions
12Port has no obligation under Section 10.1 to the extent an IP Claim arises from: (a) modification of the Software by anyone other than 12Port; (b) combination of the Software with non-12Port products; (c) use of the Software in violation of this Agreement; or (d) use of a version of the Software other than the most current version if the infringement would have been avoided by using the current version.
10.3 By Customer
Customer will defend, indemnify, and hold harmless 12Port from and against any third-party claim arising from: (a) Customer’s use of the Software in violation of this Agreement or applicable law; (b) Customer data; or (c) Customer’s failure to maintain the security of its infrastructure.
11. CONFIDENTIALITY
11.1 Definition
“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 12Port’s Confidential Information includes, without limitation, the Software (including its source code, architecture, and performance benchmarks), pricing, and business plans. Customer’s Confidential Information includes Customer data.
11.2 Obligations
The receiving party will: (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as those herein.
11.3 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction. A party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the other party reasonable prior notice (where legally permitted) and cooperates to limit the scope of disclosure.
12. ASSIGNMENT
12.1 By Customer
Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of 12Port. Any attempted assignment in violation of this Section is void.
12.2 By 12Port
12Port may freely assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Customer’s consent and without notice, provided that the assignee assumes 12Port’s obligations under this Agreement.
13. PROFESSIONAL SERVICES
Any professional services (including implementation, configuration, customization, training, or consulting) are not governed by this EULA and will be provided under a separate Statement of Work (“SOW”) executed by the parties. Each SOW will specify the scope, deliverables, timeline, fees, and any additional terms applicable to the engagement.
14. GENERAL PROVISIONS
14.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.
14.2 Waiver of Jury Trial
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14.3 Entire Agreement
This Agreement, together with any Order Forms and SOWs, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No purchase order or other ordering document issued by Customer will modify or amend this Agreement, regardless of any conflicting terms contained therein.
14.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
14.5 Waiver
No failure or delay in exercising any right under this Agreement will constitute a waiver of that right. No waiver will be effective unless in writing and signed by the waiving party.
14.6 Notices
All notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form or, for 12Port, to: All Network Security Inc., d/b/a 12Port, Attn: Legal, via email at legal@12port.com. Notices are deemed given upon receipt.
14.7 Force Majeure
Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, or cyberattacks, provided the affected party promptly notifies the other party and uses commercially reasonable efforts to mitigate the impact. For clarity, Customer’s payment obligations under Section 4 are not excused by a force majeure event.
14.8 Export Compliance
The Software may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export restrictions and not to export or re-export the Software to any country, entity, or person prohibited by law.
14.9 U.S. Government Rights
If Customer is a U.S. Government entity, the Software is provided as “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and use, duplication, and disclosure are subject to the terms of this Agreement.
14.10 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
15. SURVIVAL
The following Sections survive expiration or termination of this Agreement: Section 1 (Order of Priority), Section 2.3 (License Restrictions), Section 3.4 (Effect of Termination), Section 4 (Fees and Payment, to the extent of amounts accrued or owing), Section 5 (Intellectual Property), Section 6 (Data Sovereignty and Security), Section 8.2 (Disclaimer), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Assignment), Section 14 (General Provisions), and this Section 15 (Survival).