END USER LICENSE AGREEMENT

READ BEFORE INSTALLING OR OPERATING THIS SOFTWARE

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU, AS AN INDIVIDUAL OR ENTITY, (“LICENSEE”) AND BEYONDEDGE NETWORKS, INC., DBA BE NETWORKS, A DELAWARE CORPORATION, (“LICENSOR”) REGARDING YOUR USE OF THE BE NETWORKS VERITY FOR EDGE OR VERITY FOR CLOUD SOFTWARE (THE “SOFTWARE”). BY CLICKING “I AGREE” OR USING THE SOFTWARE, LICENSEE IS ACCEPTING AND AGREEING TO BE BOUND BY THE AGREEMENT (THIS “AGREEMENT”). THE SOFTWARE CONSISTS OF CERTAIN LICENSOR-DEVELOPED SOFTWARE AS WELL AS CERTAIN SOFTWARE DEVELOPED BY THIRD PARTIES. THE SOFTWARE IS LICENSED (NOT SOLD) TO YOU. THIS AGREEMENT SUPERSEDES ANY PREVIOUS VERSIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

1. DEFINITIONS

a) “Capacity” means specific size criteria, e.g., managed port or hardware device count. Software License details regarding Capacity and Licensee current usage information is available through the Orchestration Platform user interface. b) “Partner” means an authorized Licensor partner that in their ordinary course of business resells the Software to its Customers and is not a Managed Service Provider. The Partner is responsible for providing Customer with pre- and post-sales activities including network design, configuration, provisioning and Tier 1 and Tier 2 support. The Partner is also responsible for transferring the title of any hardware and the License purchased from Licensor. c) “Partner Customers” means Licensees who purchased the Software from the Partner. d) “Documentation” means all instructions and other documentation related to the Software provided by Licensor. Licensee may make a copy of the Documentation for archival purposes. e) "End User" means any commercial customer who purchases Software for its internal use and not for resale. The End User, or the entity that the End User represents, is the Licensee. f) “License File” means the file provided by Licensor specifically to the target Orchestration Platform and is viewable by Licensee on the Orchestration Platform user interface that specifies the licensed parameters of the Software, e.g., licensed capacity, current usage, and contacts for licensing and support. g) “Managed Service Provider (MSP)” means a Licensee that in their ordinary course of business provides value-added services to its customers by managing the operation of the Software. h) “Managed Service Provider (MSP) Customers” mean customers of Managed Service Providers. i) “Normal Business Hours” means the period of time commencing at 0800 hours and running until 1700 hours on the same day, according to local time in Dallas, Texas. j) “Orchestration Platform” means the Software component (Virtual Network Commander – vNetC) which provides web browser access to the Software for the Licensee’s management and configuration of its installed instances of the Software and for tracking License status. k) “Subscription Term” means the period of time, so long as the Licensee complies with all the terms of the Agreement, beginning on the Install Date to the end date at which Licensee ceases to utilize the Software licensed hereunder. l) “Tier 1 Support” is the initial support level responsible for basic Licensee issues Tier 1 Support gathers relevant information and determines the Licensee’s issue by analyzing the symptoms and diagnosing the root cause of the underlying problem. m) “Tier 2 Support” is responsible for assisting Tier I Support personnel in solving more difficult technical problems by confirming the validity of the problem and trying known solutions to these more complex issues. Tier 2 Support escalation to Tier 3 Support presumes either a software bug or a limitation of the troubleshooting tools. n) “Tier 3 Support” denotes expert level troubleshooting and analysis methods and presumes the Software has a bug or a limitation in the troubleshooting tools. Tier 3 Support first validates the Tier 2 Support escalation to Tier 3 Support.

2. LICENSE STRUCTURE, ACTIVATION AND SUBSCRIPTION FEE SCHEDULE

a) License Grant. Provided that Licensee complies with all terms and conditions of this Agreement, including the payment to Licensor or its authorized Partner, as identified on the License File, all Subscription Fees, Licensor grants Licensee a subscription-based, non-exclusive, non-transferable (except as expressly set forth herein), limited license during the applicable Subscription Term (as defined below) to download and use the Software, solely for the Licensee’s own internal purposes or for managing the functionality of the Software for its customers, (“MSP Customers”) in the ordinary course of Licensee’s business. b) Documentation. During the Subscription Term, Licensor grants Licensee the right to use and copy the Documentation in connection with Licensee’s authorized use of the Software provided hereunder; provided all copies of the Documentation contain the same notices of copyright and ownership as the original. c) License Structure. Licenses are attached to the Media Access Control (MAC) address of the server on which the Orchestration Platform Software instance is installed. Software is licensed on a Capacity as specified in purchase order, master purchase agreement or other valid purchasing instrument. d) License Activation. To enable the Software for use by Licensee, Licensee must download and install the Software on an acceptable virtual machine(s), as specified by Licensor, in the Licensee’s on- premises or cloud-based computing environment. Upon receipt of a valid purchase order for the Software, Licensor will provide Licensee with the necessary license keys to enable full operational functionality of the Software. e) Subscription Activation and Billing. The Software is licensed on a subscription basis (“Subscription”). The Billing Period shall be as specified in purchase order, master purchase agreement or other valid purchasing instrument (the “Billing Period”). For purposes of this Agreement, the delivery date for the Software will be the date on which the License File is downloaded to the Orchestration Platform (“the Install Date”). The Install Date defines the first day of the Billing Period. Subscription Fees are due in advance of the beginning of the next Billing Period. f) Fees, the Software automatically prevents the Licensee from making any changes (e.g., services provisioning or hardware device additions or changeouts) to the underlying network. Reinstatement of a valid License requires the payment in full of all in-arrears Subscription Fees and a one-time reinstatement fee billed as twenty-five (25) percent of the aggregate in-arrears Subscription Fee. g) License Adds During Billing Period. If additional Licenses are purchased during a Billing Period, the end of that Billing Period shall be adjusted such that all Subscription Fees (including the new ones) Nonpayment of Subscription Fees. In the event Licensee fails to stay current with Subscription will be due on the same date. The adjusted date is calculated by (1) calculating the total amount of time that the newly purchased Licenses extend past the current Billing Period, and by (2) redistributing that dollar-time interval across all Licenses, both new and existing, on a pro-rata basis. The Licensee may also extend the License validity date by providing a purchase order for the dollar amount accrued for a specified time interval for which the Billing Period is to be extended. Evaluation License. Any Software licensed for evaluation purposes or other limited, temporary h) use as authorized by Licensor (“Evaluation Software”), Licensee use of the Evaluation Software is only permitted for the period limited by the license key or otherwise stated by Licensor in writing. The Evaluation Software is licensed “AS-IS” without support or warranty of any kind, expressed or implied. Licensor does not assume any liability arising from any use of the Evaluation Software. Licensee may not publish any results of benchmark tests run on the Evaluation Software without first obtaining written approval from Licensor. Licensee authorizes Licensor to use any feedback Licensee provides Licensor in connection with Licensee’s use of the Evaluation Software.

3. AGREEMENT TERM.

This Agreement expires on the day that Licensee ceases to use the Software licensed hereunder (the “Term”).

4. COPYRIGHT; RESTRICTIONS.

As between the Licensee and Licensor, all right, title and interest in and to the Software shall remain in Licensor. The Software provided hereunder is licensed, not sold, under this Agreement by Licensor for use only under the terms set forth herein. The Software is the proprietary and confidential property of Licensor, and the Software (including all intellectual property rights therein) is exclusively owned by Licensor and as may be applicable, Licensor’s licensors. This Agreement does not grant Licensee any rights in or to the source code of the Software. All rights not expressly granted to Licensee in this Agreement are reserved to Licensor. Licensee shall not, directly or indirectly, reverse engineer or aid in the reverse engineering of all or any part of the Software. “Reverse engineering” includes, without limitation, decompiling, disassembly, sniffing, or otherwise deriving source code. Licensee may not transfer any System provided hereunder to a third party without the prior written approval of Licensor. ANY UNAUTHORIZED USE OF THE SOFTWARE PROVIDED HEREUNDER WILL AUTOMATICALLY VOID THE LICENSE GRANT SET FORTH IN SECTION 2(A). LICENSEE UNDERSTANDS AND AGREES THAT VIOLATION OF THIS SECTION WOULD CAUSE IRREPARABLE DAMAGE TO LICENSOR’S BUSINESS AND MAY SUBJECT LICENSEE TO CLAIMS BY LICENSOR FOR COPYRIGHT INFRINGEMENT, INJUNCTIVE RELIEF, AND/OR MONETARY DAMAGES.

5. THIRD-PARTY SOFTWARE

Certain software that is provided to Licensor by third parties may be delivered as an integrated component of the Software and is subject to the licenses of their respective owners (“Third Party Software”). This Agreement shall apply to all Third-Party Software providers as if they were Licensor and to the Third-Party Software as if it were the Software.

6. MAINTENANCE AND SUPPORT SERVICES.

Provided Licensee is current with all Subscription Fees, Licensee is entitled to receive without additional charge, all maintenance and upgrade releases of the Software as Licensor, in its sole discretion, makes them generally available. Licensor does not provide any support services for the Software under this EULA except Tier 3 Support to Partners or MSPs. Any additional BE Networks support services to Partners, MSPs, or Licensees shall be as described in a separate agreement or other legal document between the parties.

7. LIMITED WARRANTY.

Licensor warrants that during the Term and contingent on Licensee being current with all Subscription Fees, for Licensee’s benefit alone (and not for the benefit of any Licensee Customer), the Software delivered under this Agreement will perform substantially in accordance with the specifications published by Licensor. If, during the Term, Licensee notifies Licensor in writing of a material defect in the Software and if Licensor is able to replicate the defect, then Licensor will work to correct the defect or provide Licensee with replacement Software that corrects the material defect. Any replacement will be warranted for the remainder of the Term. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO A SYSTEM, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF A SYSTEM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT LICENSOR WILL BE ABLE TO CORRECT ALL DEFECTS. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

8. REMEDIES.

Licensor’s entire liability and Licensee’s exclusive remedy under the above limited warranty shall be that Licensor, in its sole discretion, will use reasonable commercial efforts to correct or provide a workaround or fix for the Software for any reproducible defect in the Software (each such action a “Remedy”), at Licensor’s cost and expense, provided that Licensee gives written notice itemizing such material defect to Licensor during the Term. Because of the nature of computer software, however, Licensor cannot guarantee that any Remedy nor any other services or support provided under this Agreement will permanently cure any Software defect. The limited warranty is void if failure of the Software has resulted from Licensee or any Licensee Customer’s improper use.

9. LIMITATION OF LIABILITY.

In no event shall either party have the right to recover damages of any nature in connection with the business contemplated by this Agreement due to the expiration or permitted or lawful termination of this Agreement. Each party waives and releases the other from any claim to compensation or indemnity for termination of the license rights hereunder unless such termination is in breach of this AGREEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY CLAIM THAT ARISES FROM OR RELATES IN ANY WAY TO THIS AGREEMENT OR USE OF THE SOFTWARE PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION ALLEGED, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND. IF LICENSOR SHALL BE LIABLE TO LICENSEE, THEN IN NO EVENT AND REGARDLESS OF THE FORM OF ACTION ALLEGED, SHALL LICENSEE BE ENTITLED TO ANY MONETARY DAMAGES AGAINST LICENSOR IN EXCESS OF THE SOFTWARE FEES LICENSEE PAID TO LICENSOR FOR LICENSEE CUSTOMER(S) GIVING RISE TO THE CLAIM. Licensee understands that the applicable fees reflect the allocation of risk set forth in this Agreement and that Licensor would not have made any Software available for Licensee’s use without the limitations of liability set forth in this Agreement.

10. GOVERNMENT USE; PROCUREMENT.

If the Software is being licensed under the terms of a proposal or agreement with the U.S. Government or any contractor on its behalf, the Software is commercial computer software, is developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors. If the Software will be provided or made available to the U.S. Government, any use, duplication, or disclosure by the U.S. Government of the Software shall be subject to the restrictions applicable to proprietary commercial computer software set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. The contractor/manufacturer is BE Networks, 2600 N. Central Expressway, Suite 950, Richardson, TX 75080.

11. TERMINATION

This Agreement may be terminated as follows: (a) immediately without notice upon Licensee’s insolvency, assignment to creditors, appointment of a trustee or commencement of a proceeding seeking bankruptcy; (b) by Licensor in the event of a material breach of this Agreement by Licensee that is not cured to the reasonable satisfaction of Licensor within thirty (30) days of providing written notice of such material breach; and (c) upon written notice by either party at least sixty (60) days prior to the end of the then current Term. Upon termination of this Agreement for any reason, Licensee will not be entitled to any refund of any fees paid hereunder. Upon any termination of this Agreement, Licensee must destroy any and all copies of the Documentation and immediately cease all use of the Software together with any copies thereof and provide written certification by an officer of your company that the foregoing requirements have been complied with; and (iii) all terms and conditions of this Agreement shall cease, except Sections 4, 7, 9, 12, and 18.

12. CONFIDENTIALITY; TRADE SECRETS.

The Software and Documentation contain proprietary and confidential information of, and trade secrets owned by, Licensor and its licensors. Such trade secrets include, without limitation, the specific design, structure and logic of individual Software programs, their interactions with other portions of the Software, both internal and external, the programming techniques employed therein, and instructions on its use. You agree to hold the Software, Documentation and all other confidential or proprietary information provided to you by Licensor (“Confidential Information”) in strict confidence and not to use or disclose such Confidential Information in any way except as expressly as specified in Section 14. Licensee agrees to protect the Confidential Information at least to the same extent that you protect your similar confidential information, but in no event with less than reasonable care. There can be no adequate remedy at law for any breach of your obligations hereunder and upon any such breach, or threat thereof, Licensor shall be entitled, without the necessity of posting any bond, to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

13. INDEMNIFICATION.

Licensee shall defend, indemnify, and hold Licensor and its respective officers, directors, employees, representatives and agents harmless from and against any and all claims, demands, damages, losses, liabilities, costs or expenses (including, without limitation, reasonable attorney fees) (“Claims”) arising from or incurred in connection with any of the following: (a) Licensee’s breach of this Agreement; or (b) any and all Claims by or on behalf of Licensee’s End Users. Licensor agrees to indemnify, defend and hold harmless Licensee from and against any and all Claims resulting from or arising out of allegations that any Software or the use thereof infringe upon, misappropriate or violate any United States patents, copyrights, or trade secret rights of persons, firms or entities who are not parties to this Agreement; provided that Licensee (a) promptly notifies Licensor, in writing, of any Claim of such alleged infringement or misappropriation involving the Systems of which it becomes aware, and (b) permits Licensor to control the defense settlement, adjustment or compromise of any such Claim using counsel of its choice. Unless Licensor fails to perform its obligations pursuant to this section, Licensee shall have no authority to settle any Claim on behalf of Licensor.

14. ASSIGNMENT.

Licensee may assign this agreement to an affiliate of Licensee or to any successor of Licensee by reason of merger, reorganization, sale of all or substantially all of the assets, change of control or operation of law. Except as set forth above, Licensee may not assign or in any manner transfer any of its rights or obligations under this Agreement to any third party without the prior written approval of Licensor, which consent shall not be unreasonably withheld or delayed. Licensor may assign any of its rights or obligations under this Agreement to a third party without the prior approval of Licensee.

15. EXPORT RESTRICTIONS.

Licensee acknowledges that the Software provided hereunder are of U.S. origin and may be subject to export regulations by the U.S. government. Licensee agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the U.S. and other governments.

16. CHANGES AND ENTIRETY.

Except as specifically provided herein, no provision of this Agreement may be waived or modified unless agreed to in writing by both parties. Neither party shall be deemed to have waived any right to or remedy under this Agreement unless such waiver is expressed in writing. This Agreement (including the attachments listed on the Cover Page) constitutes the entire agreement between the parties and supersedes all prior written or oral agreements between the parties relating to the subject matter stated herein.

17. SEVERABILITY AND GOVERNANCE.

If any provision in this Agreement shall for any reason be held invalid, void, or unenforceable, the remaining provisions shall remain in full force. Any provisions of this Agreement prohibited by the law of any state shall be ineffective to the extent of such prohibition without effecting the remaining provisions of this Agreement. Licensor is a Delaware corporation, and this Agreement is governed by the laws of the State of Texas, without regard to any rule or principle that would refer to or apply the substantive law of another state or jurisdiction. Each party by its respective signature acknowledges that it has read and understands this Agreement; that this Agreement constitutes the entire agreement, understandings, and representations, expressed or implied, between Licensee and Licensor with respect to the Software license and that this Agreement supersedes all prior communications between the parties, including all oral or written proposals.

BE Networks End User License Agreement (EULA), Rev. 3 November 2024