NETCRACKER END USER LICENSE AGREEMENT IMPORTANT- PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING NETCRACKER DIGITAL MARKEPLACE (THE “PROGRAM”). BY DOWNLOADING, INSTALLING OR USING THE PROGRAM, OR BY CLICKING ON “I ACCEPT” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE PROGRAM OR CLICK ON “I ACCEPT”. This End User License Agreement (the “Agreement) is a legal contract between you, as either an individual or as a business entity, and NetCracker Technology Corporation (“Netcracker”), which has its principal place of business at 95 Sawyer Road, Waltham, MA 02543. 1. Grant of License 1.1. Netcracker hereby grants to you a limited, non-exclusive, non-transferable, and revocable license to download, install, back-up, and use the Program, including any documentation files or website information accompanying it, on as many computers as desired provided that: (i) the Program is NOT modified in any manner; (ii) all copyright and proprietary notices or labels are maintained on the Program in their original format; (iii) you possess the necessary authority and power to install the Program on the computers, and (iv) you and each other person who uses or accesses the Program agrees to be bound by and use the Program only in accordance with the terms of this Agreement. 1.2. For purposes of this Agreement, the “Program” includes any updates, enhancements, modifications, revisions, or additions to the Program made by Netcracker, or a properly licensed affiliate, and made available to you through Netcracker’s, or a properly licensed affiliate’s, web site. As such, this Agreement shall also apply to any and all updates, supplements, add-on components, or Internet-based services components, of the Program that Netcracker may provide to you or make available to you after the date you obtain your initial copy of the Program, unless Netcracker provides other terms along with the update, supplement, add-on component, or Internet-based update services component. Notwithstanding the foregoing, Netcracker shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the software. You may not use, copy, modify, sell, or transfer any part of the Program except as provided in this Agreement. 1.3. Any rights in the Program not expressly granted in this Agreement are reserved by Netcracker. 2. Ownership 2.1. The Program is being licensed, not sold, and Netcracker expressly reserves and maintains at all times all ownership rights in and to the Program, including any intellectual property rights therein. This Agreement shall not be construed to grant any ownership rights in the Program to you, but shall only give you a limited license to use the Program until this Agreement is terminated, as set forth in Section 7. You acknowledge that the Program, including all intellectual property rights under copyright, trade secret, patent, or trademark laws, is owned by Netcracker and/or its affiliates. Netcracker may pursue all legal remedies if you use the Program in violation of this Agreement. 2.2. You acknowledge that if you use the Program in violation of this Agreement (including, without limitation, by copying, distributing or making derivatives of the Program), you may be subject to CRIMINAL AND/OR CIVIL FINES AND PENALTIES under all applicable laws. 2.3. Pursuant to this Agreement, Netcracker has the right to and may gather information regarding the use of the Program. By installing the software, you grant Netcracker permission to collect this information. Netcracker may use this information solely to improve its products or to track geographical data and the enforcement of its license agreement and will not disclose this information in a form that could personally identify you to any third party. 3. Copyright The Program contains material that is protected by United States and foreign intellectual property laws, including copyright, trade secret and patent law, as well as by international laws and treaty provisions. All rights not granted to you herein are expressly reserved by Netcracker. You may not remove any copyright or other proprietary notice of Netcracker from any copy of the Program. 4. Restrictions 4.1. You may not publish, display, disclose, rent, lease, sell, resell, modify, loan, distribute, or create derivative works based on the Program or any part thereof. You may not reverse engineer, decompile, translate, adapt, vary, alter, change, modify, or disassemble the Program, nor shall you attempt to create the source code from the object code for the Program. 4.2. As a condition of your use of the Program, you warrant that you will not use the Program for any purpose that is unlawful or is prohibited by these terms, conditions, and notices. You agree to comply with all local rules applicable to you in your use of the Program. You agree not to reproduce, resell or exploit for any commercial purposes, any portion of the Program. If you violate any of these terms, your permission to use the Program automatically terminates. 4.3. The Program is provided solely for lawful purposes and use. You agree to supervise and control the use of the Program in accordance with the terms of this Agreement. You shall be solely responsible for, and agree to comply with, all laws, statutes, ordinances, regulations, rules and other government authority ('Laws') applicable to the use of the Program. The Program is provided subject to this standard commercial agreement and qualifies as commercial computer software within the meaning of the applicable government acquisition Laws. 4.4. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PROGRAM OR INFORMATION ABOUT SUCH PROGRAM WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PROGRAM OR INFORMATION ABOUT THE PROGRAM TO ANY COUNTRY WHERE THE UNITED STATES REQUIRES AN EXPORT LICENSE WITHOUT CONSENT OF NETCRACKER AND THEN ONLY IN COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. 4.5. The terms and conditions of this Agreement shall apply to your use and disclosure of the Program, and shall supersede any conflicting contractual terms and conditions. 5. Disclaimer of Warranties 5.1. THE PROGRAM IS PROVIDED TO YOU “AS IS” BY NETCRACKER, AND ANY USE BY YOU OF THE PROGRAM IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE PROGRAM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. NETCRACKER DOES NOT WARRANT THE PERFORMANCE OF THE PROGRAM AND DOES NOT WARRANT THAT THE PROGRAM WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE PROGRAM. 5.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETCRACKER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NETCRACKER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PROGRAM WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. 6. Limitation of Liability 6.1. IN NO EVENT WILL NETCRACKER, ITS SUPPLIERS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM THIS AGREEMENTAND/OR YOUR USE OF THE PROGRAM OR ANY COMPONENT THEREOF, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A NETCRACKER REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. NETCRACKER’S AGGREGATE LIABILITY, AND THAT OF ITS SUPPLIERS AND AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00). Nothing contained in this Agreement limits Netcracker’s liability to you in the event of death or personal injury resulting from Netcracker’s negligence. 7. Termination This Agreement is effective until it is terminated by you or by Netcracker. You may terminate this Agreement at any time by destroying, deleting, erasing or returning to Netcracker all copies of the Program in your possession or under your control. Netcracker may terminate this Agreement for any reason, including, but not limited to, if Netcracker finds that you have violated any of the terms of this Agreement or upon Netcracker’s notification of your improper use of the Program. Upon notification to you of termination by Netcracker, you agree to destroy, delete, erase or return to Netcracker all copies of the Program and to certify in writing or by email that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and nondisclosure shall survive the termination of this Agreement. 8. Indemnity You agree to release, indemnify, defend and hold harmless Netcracker and any of its suppliers, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) your entering into this Agreement, or your breach of the terms or obligations of this Agreement, (b) your use or misuse of the Program or the use or misuse of the Program by a third party under your control, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity. Netcracker may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but its doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of this Agreement. 9. Governing Law This Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Massachusetts, USA. 10. Severability If any part of this Agreement is found illegal, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties. 11. Force Majeure You agree not to hold Netcracker responsible for any cessation, interruption or delay in the operation of the Program or performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, war, armed conflict, terrorist action, strike, lockout, boycott, riot, release of hazardous or toxic substances, explosion, accident, or any other causes whether or not of the same class or kind as those specifically above named, which are not within the reasonable control of a party. 12. Entire Agreement This Agreement shall constitute the entire Agreement between the parties hereto. Any waiver of this Agreement shall only be effective if it is in writing and signed by both parties hereto. You acknowledge and agree that Netcracker, at its sole discretion, may change, modify, amend, suspend or discontinue any aspect of the Program, including its pricing or its website, at any time without notice and without liability to you or to any third party. Netcracker reserves the right to impose limits on certain features of the Program at any time, without notice and without liability to you or to any third party. Further, you acknowledge and agree that Netcracker may amend this Agreement at any time in Netcracker's sole discretion. Any amendment of this Agreement will be reflected on Netcracker’s website and is applicable to you and all other current users at the time it is posted. You are expected to review the Agreement posted on the website periodically to obtain notice of any changes. Continued use of the Program constitutes acceptance of Netcracker’s then-current Agreement. Section headings are for convenience only and shall not be considered in the interpretation of this Agreement. 13. Notices All notices, demands or requests to Netcracker with respect to this Agreement shall be made in writing to: Netcracker Technology Corporation, 95 Sawyer Road, Waltham, Massachusetts 02453, attention: General Counsel. 14. Survival This Agreement shall be applicable for as long as you have the Program downloaded or installed and you have not breached any provision of this Agreement, except that the provisions regarding confidentiality, proprietary rights, indemnity, and non-disclosure shall survive termination or expiry of this agreement. ACCEPTANCE BY CLICKING “I ACCEPT” BELOW, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BUTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. INSERT “I ACCEPT” BOX THAT TRIGGERS DOWNLOAD OF THE PROGRAM.