Adaptive Private Networking End User License Agreement April 1, 2014 Talari APN End User License Agreement End User License Agreement IMPORTANT - READ BEFORE INSTALLING OR OPERATING THIS PRODUCT LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, HAVING INSTALLED, COPYING, OR OTHERWISE USING THE PRODUCT. IF LICENSEE DOES NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT. 1. Scope. This license ("License") applies to the software product ("Product") you have licensed from Talari Networks, Inc. ("Talari") and any published corrections, updates, new releases and new versions of such software. This License is a legal agreement between Talari and the single entity ("Licensee") that has acquired Product from Talari under applicable terms and conditions. The Product may contain certain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.talari.com/support/tandc.php (or any successor URL thereto) and are made a part of and incorporated by reference into this Agreement. The Product includes software that is subject to open source licenses and such open source software is licensed under the terms of the license that accompanies such open source software. To the extent portions of the Product are distributed under and subject to open source licenses obligating Talari to make the source code for such portions publicly available (such as the GNU General Public License ("GPL") or the GNU Library General Public License ("LGPL")), Talari will make such source code portions (including Talari modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Such request can be made in writing to Talari Networks, Inc., 550 S. Winchester Blvd., Suite, 500, San Jose, CA 95128, ATTN: Legal. You may obtain a copy of the GPL at http://www.gnu.org/licenses/gpl.html, and a copy of the LGPL at http://www.gnu.org/licenses/lgpl.html. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for such open source software; however the licenses to the Product include the right to use the open source software included in the Product in the same manner and to the same extent as the Product. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein. 2. License Grant. Subject to the terms of this License, including payment of all applicable license fees, Talari grants to Licensee a non-exclusive, non-transferable license to use the Product in object code form. This License may be terminated by Talari effective upon notice to Licensee if Licensee fails to pay in full all fees for the Product and/or any Talari hardware on which this Product is installed. Other than as specifically described herein, no right or license is granted to Licensee to any of Talari's trademarks, copyrights, or other intellectual property rights. The Product incorporates certain third party software, which is used subject to licenses from the respective owners. The protections given to Talari under this License also apply to the suppliers of this third party software, who are intended third party beneficiaries of this License. Licensee's use of the Products shall be limited to, and Licensee shall not use the Products in excess of, a single hardware chassis or card or other price-based restrictions such as number of agent(s), concurrent users, sessions, IP addresses, port(s), seat(s), server(s), site(s), WAN ingress (or egress) bandwidth, number of WAN links supported or conduits supported, as set forth in the applicable purchase order which has been accepted by Talari and for which Licensee has paid to Talari the required license fee. Talari shall have the right to audit Licensee's use of the Product to assure compliance with the foregoing, on reasonable notice and in a reasonable manner. 3. Restrictions; Remote Access; Interoperability. The Product, documentation and the associated copyrights and other intellectual property rights are owned by Talari or its licensors, and are protected by law and international treaties. Licensee may not copy or reproduce the Product, and may not copy or translate the written materials without Talari's prior, written consent. Licensee may not copy, modify, decrypt, disassemble, reverse compile or reverse engineer the Product, or sell, sub-license, rent, offer on a service bureau or ASP basis, or transfer the Product or any associated documentation to any third party. Except as agreed otherwise in writing, Licensee may not use the Product except as embedded in or preinstalled on (a) Talari hardware or (b) Talari-authorized and supported hardware as offered by an authorized Talari distribution partner. To the extent required by law, Talari will provide Licensee, at Licensee's reasonable request, with interface information needed to achieve interoperability between the Product and another independently created software program upon payment of Talari's applicable fee. Licensee will observe strict obligations of confidentiality with respect to the interface information. 4. Export Control. Talari's standard Product incorporates cryptographic software. Licensee agrees to comply with the Export Administration Act, the Export Control Act, all regulations promulgated under such Acts, and all other US government regulations relating to the export of technical data and equipment and products produced therefrom, which are applicable to Licensee. In countries other than the US, Licensee agrees to comply with the local regulations regarding importing, exporting or using cryptographic software. 5. Limited Warranty. Talari warrants that for a period of 90 days from the date of delivery of the Product to Licensee (but in case of resale by an authorized Talari reseller, commencing not more than ninety (90) days after original shipment by Talari): (i) the media on which the Product is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Product substantially conforms to its published specifications. Except for the foregoing, the Product is provided AS IS. In no event does Talari warrant that the Product is error free, that it will operate with any software or hardware other than that provided by Talari or specified in the documentation, or that the Product will satisfy Licensee's own specific requirements. Remedy. Licensee's exclusive remedy and the entire liability of Talari under this limited warranty and any other guarantee made by Talari is, at Talari's option, to repair or replace any Product that fails during the warranty period at no cost to Licensee. Talari will replace defective media or documentation or, at its option, undertake reasonable efforts to modify the Product to correct any substantial non- conformance with the specifications. Restrictions. The foregoing limited warranties extend only to the original Licensee (and not to any subsequent purchasers or third parties), and do not apply if the Product (a) has been altered or serviced, except by Talari or an Talari-authorized service provider, (b) has not been installed, operated, repaired, or maintained in accordance with Talari's instructions, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident, (d) is licensed for beta, evaluation, testing or demonstration purposes for which Talari does not receive a payment of full purchase price or license fee, (e) has been damaged or rendered defective by the use of parts not manufactured or sold by Talari or (f ) has been operated outside the usage parameters stated in the user documentation shipped with the Product. 6. Infringement Indemnity. Talari will, at its expense, defend any suit brought against Licensee based upon a claim that the Product as delivered by Talari directly infringes a valid patent or copyright. Talari will pay costs and damages finally awarded against Licensee directly attributable to any such claim, but only on condition that (a) Talari is notified promptly in writing of such claim by Licensee, (b) Talari has sole control of the defense and settlement negotiations, (c) Licensee provides Talari all information and communications received by Licensee concerning such claim, and (d) Licensee provides reasonable assistance to Talari when requested. Talari will have the right, at its option and expense, (i) to obtain for Licensee rights to use the Product, (ii) to replace or modify the Product so it becomes non- infringing, or (iii) to accept return of the Product in exchange or for a credit not to exceed the purchase price paid by Licensee for such Product. The foregoing, subject to the following restrictions, states the exclusive liability of Talari to Licensee concerning infringement. Restrictions. Talari will have no liability for any claim of infringement based on: (i) use of a superseded or altered release of the Product, (ii) use of the Product in combination with equipment or software not supplied or specified by Talari in the Product documentation where the Product would not itself be infringing, (iii) use of the Product in an application or environment not described in the Product documentation or (iv) Product that has been altered or modified in any way by anyone other than Talari or according to Talari's instructions. 7. U.S. Government Restricted Rights. If a software component of the Products or Services is licensed for use by the United States or for use in the performance of a United States government prime contract or subcontract, it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as 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 at 48 CFR 52.227-19, as applicable). Contractor/licensor is Talari Networks, Inc., 550 S. Winchester Blvd., Suite, 500, San Jose, CA 95128. 8. DISCLAIMER; LIMITATION OF REMEDY AND LIABILITY; PRECAUTIONS. EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN, Talari AND ITS THIRD PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE PRODUCT, SPECIFICATIONS, SUPPORT OR SERVICES DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. NEITHER Talari NOR ITS THIRD PARTY LICENSORS HAVE AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE. THE COLLECTIVE LIABILITY OF Talari AND ITS THIRD PARTY LICENSORS UNDER THIS LICENSE WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCT. NEITHER Talari AND ITS THIRD PARTY LICENSORS NOR LICENSEE WILL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY Talari, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE SHOULD MAKE PERIODIC BACKUP COPIES OF THE DATA STORED ON THE TALARI STORAGE HARDWARE OR OTHER TALARI-AUTHORIZED AND SUPPORTED HARDWARE AS A PRECAUTION AGAINST POSSIBLE FAILURES, ALTERATION, OR LOSS OF THE DATA. TALARI IS NOT RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY DATA STORED ON THE TALARI STORAGE HARDWARE OR OTHER TALARI- AUTHORIZED AND SUPPORTED HARDWARE. 9. Termination. The license granted in Section 2 is effective until terminated, and will automatically terminate if Licensee fails to comply with any of its provisions. Upon termination, Licensee will destroy the Product and documentation and all copies or portions thereof. 10. Miscellaneous. This License will be governed by the laws of the State of California, USA without regard to its choice of law rules. The provisions of the U.N. Convention for the International Sale of Goods will not apply. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in meaning to the original as possible. This License constitutes the entire agreement between the parties with regard to its subject matter. No modification will be binding unless in writing and signed by the parties. About Talari(tm) Networks Talari Networks is redefining WAN reliability and application performance quality. By aggregating multiple diverse networks into a virtual WAN and continuously adapting traffic based on the availability and real-time quality of the network paths, Talari ensures applications that rely on a WAN are not affected by underlying network issues. Talari's patented technology delivers significant cost savings over single-provider networks while also increasing reliability and quality. Talari has received numerous industry awards and accolades, including Best of Interop-Performance Optimization, Techworld Awards-Networking Application Product of the Year, and named Gartner Cool Vendor, CRNTop 10 Products to see at Interop and CRN Data Center 100 List. For more information, visit http://www.talari.com. Talari Networks, Inc. reserves the right to make changes to its products or to discontinue any product or service without notice. Talari is a trademark of Talari Networks, Inc. All other trademarks mentioned in this document or website are the property of their respective owners. (c) Talari Networks, Inc., 2014 Talari Networks, Inc. 550 S. Winchester Blvd., Suite 500 San Jose, CA 95128 USA +1 408 689 0400 +1 408 864 2124 fax info@talari.com | www.talari.com