TERMS OF USE OF SPIRENT AION These terms of use (“Terms”), are made by and between Spirent Communications, Inc. (“Spirent”) located at 27349 Agoura Road, Calabasas, CA 91301 and you ("Licensee"). GENERAL TERMS AND CONDITIONS Spirent has developed Spirent AION.com as a web service that includes modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material web portal (“Web Portal”). The Web Portal on Spirent AION.com shall be deemed Confidential Information of Spirent. NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows. These Terms govern Licensee’s use of the Web Portal. Licensee expressly acknowledges and agrees that this is a binding agreement and hereby agrees to these Terms by using the Web Portal. If Licensee does not accept these Terms set forth herein, Licensee may not operate, install, register or otherwise use the Web Portal. 1. Web Portal Access . Web Portal subject to these Terms, Spirent grants to Licensee a personal, non-exclusive, non-transferable and revocable license to the Web Portal. - Subject to these Terms, Spirent hereby grants Licensee a non- exclusive, non-sub- licensable, nontransferable license to access and use the Web Portal. All rights not expressly granted are reserved by Spirent. Except for the access/license rights expressly granted to Licensee hereunder, Spirent grants and License receives no other rights or licenses with respect to the Web Portal or software used by Spirent, derivative works thereof, or any intellectual property rights related thereto, whether by implication, estoppel or otherwise NOTE: this is only a license to access the Web Portal, the software that may be available on the Web Portal is subject to different licensing. 2. Limitations and Restrictions: All right title and interest in any software or other materials used in the performance or delivery of the Web Portal shall belong exclusively to Spirent, except as otherwise provided in these Terms. 3. Licensee agrees not to modify, disassemble, decompile or reverse engineer the Web Portal and will not rent or transfer the Web Portal to any third party or use it in any services bureau to provide services to a third party. Licensee agrees not to use the Web Portal in a "live" situation or for production or other highrisk purposes. Licensee will not make any copy of the Web Portal except as necessary to use the Web Portal in accordance with the terms of these Terms. Licensee agrees to reproduce, in any such copy, all copyright notices and any other proprietary rights notices included in the Web Portal . Licensee may use the Web Portal only on Licensee's premises and internally except as otherwise authorized by the prior written consent of Spirent. - Licensee will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the right to access the Web Portal (ii) modify or make derivative works based upon the Web Portal (iii) build a product using similar ideas, features, functions or graphics of the Web Portal, or (iv) copy any ideas, features, functions or graphics of the Web Portal. Licensee may use the Web Portal only for Licensee’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Web Portal or the data contained therein; or (v) attempt to gain unauthorized access to the Web Portal, or its related systems or networks. 4. Support: Spirent is under no obligation to provide any technical support for the Web Services or provide any updates, bug fixes or error corrections. If Spirent provides any such items, they will be part of the Web Portal and subject to the terms of these Terms. 5. Licensee Evaluation: In consideration for receiving a copy of the Web Portal for testing, Licensee agrees to serve as a "Beta Site" for the Web Portal and shall provide Spirent with feedback in written or oral form regarding the operation of the Web Portal performance. Licensee will notify Spirent of all problems, defects and ideas for improvement which come to Licensee's attention. - License to Test Reports. The parties acknowledge and agree that the results of the tests made available via the Web Portal (the “Test Reports”) shall be owned by Client. Client agrees to grant and does hereby grant to Spirent a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, assignable, sub-licensable (including through multiple tiers), and transferable license and right to use, reproduce, modify, create derivative works of, perform, display, distribute, and make and have made the Test Reports for the purpose of maintaining and supporting the software used to provide the assessments and otherwise providing the services. 6. Ownership: Licensee acknowledges and agrees that Spirent and/or its suppliers own all right, title and interest in and to the Web Portal, including without limitation any and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein. Licensee will not earn or acquire any intellectual property rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of Licensee’s testing, feedback and suggestions on account of these Terms. 7. Disclaimer of Warranties: Spirent makes no warranties regarding the Web Portal, express or implied, and expressly disclaims all such warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose or availability. 8. Limitation of Liability: In no event shall Spirent be liable to Licensee or any other party for damages of any kind arising from installation or use of the Web Portal, including but not limited to direct, indirect, special, incidental and consequential damages, of any kind, even if advised of the possibility of such damage. 9. Publicity: The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Spirent. Licensee will provide a quote to Spirent that may be used in a press release. 10. Indemnification: Licensee shall indemnify, defend and hold Spirent harmless from any claim, liability, damage, expense, or demand arising out of or in connection with Licensee's breach of this Agreement or unauthorized use of the Web Portal. 11. General: Confidential Information. Confidentiality Obligation. Licensee agrees to hold all Spirent Confidential Information (as defined below) in strict confidence, using the same degree of care in safeguarding Spirent Confidential Information as it uses to protect its own proprietary information, which shall in no event be less than a commercially reasonable degree of care. Licensee shall not disclose Spirent Confidential Information to others, directly or indirectly, or allow any unauthorized person access to it, either before or after expiration or termination of these Terms. Licensee shall not use Spirent Confidential Information in any way, commercially or otherwise, except in exercising its rights and performing its obligations pursuant to these Terms ; nor shall Licensee disclose such information to any of Licensee’s employees, agents, subcontractors, or partners unless such individual needs to know such information for the purposes contemplated by these Terms and is legally or contractually restricted from disclosing the Spirent Confidential Information under terms at least as restrictive as those stated herein. Permitted Disclosure. Notwithstanding the foregoing, Spirent Confidential Information may be disclosed to the extent required by law or by the order of a court of competent jurisdiction, provided however that Licensee shall promptly notify Spirent in writing of such requirement and shall cooperate reasonably with Spirent in obtaining a protective or similar order enjoining, restraining or limiting the disclosure of such information. Definition of Spirent Confidential Information. “Spirent Confidential Information” shall include the following categories of information: (a) all components of any licensed materials (including the accompanying documentation); (b) information regarding the performance, testing, evaluation and suggested modifications of any licensed materials, regardless of whether such information is generated by Licensee or Spirent; and (c) information which otherwise relates to the licensed materials and is obtained or generated by Licensee in the course of its evaluation and use of the licensed materials. Spirent Confidential Information will not include any information that (i) is or becomes part of the public domain through no fault of Licensee, (ii) Spirent regularly gives to third parties without restriction on use or disclosure, (iii) is known to Licensee at the time it is disclosed, other than by previous disclosure by Spirent, as evidenced by Licensee’s written records at the time of disclosure; or (iv) is independently developed by Licensee without the aid, application or use of Spirent Confidential Information. Waiver and Modification. Failure of Spirent to enforce a right under these Terms will not be deemed as a waiver of that right or the ability to later assert that right relative to the particular situation involved. Any waiver, amendment or other modification of any provision of these Terms will be effective only if in writing and signed by the parties. Severability. If any provision of these Terms shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of these Terms. 12. Assignment. Licensee may not assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of Spirent. Any attempted assignment or delegation without Spirent's written consent will be void. The rights and liabilities of the parties under these Terms will bind and inure to the benefit of the parties' respective successors and permitted assigns. For purposes of this section, a twenty percent (20%) change in control shall constitute an assignment. 13. Controlling Law and Jurisdiction. These Terms and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of law’s provisions thereof. Unless waived by Spirent, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms shall be the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. Service of process in any such action may be affected by providing notification to the address located in the preamble located above. Return of Web Portal. At the expiration of the Beta Period, or at Spirent’s request, Licensee will return all copies of the Confidential Information to Spirent, freight prepaid. 14. Survival of Obligations. The rights and obligations of the parties regarding confidentiality, licensing, intellectual property, warranty , limitation of liability and indemnity will survive the expiration or termination of these Terms, as well as the obligation of both parties that are specified in these Terms to survive, or which by their intent are of a continuing nature, shall survive termination or expiration of these Terms.