June-2015 End-User License Agreement This End-User License Agreement ("EULA") is a binding Agreement between you, the purchaser and end user of the Software (as defined below), either an individual or a single entity ("YOU" or "Licensee"), and TADIRAN TELECOM (TTL) LP. ("LICENSOR" or "Tadiran") and sets forth the terms under which you can license and use the voice over IP application known as "Aeonix" in accordance with the configuration and features ordered and paid by you (the "Software") as well as the accompanying user documentation ("User Documentation"). PLEASE NOTE THAT THE SOFTWARE CONTAINS THIRD PARTY COMPONENTS LICENSED BY TADIRAN (THE "THIRD PARTY SOFTWARE") AS WELL AS CERTAIN OPEN SOURCE SOFTWARE ("OPEN SOURCE"). YOU ACKNOWLEDGE THAT TADIRAN'S THIRD PARTY LICENSORS ARE THIRD PARTY BENEFICIARIES UNDER THIS EULA ENTITLED TO ENFORCE THEIR RIGHTS HEREUNDER AND THAT YOU MUST COMPLY WITH THE APPLICABLE OPEN SOURCE LICENSES. THE SOFTWARE, THE THIRD PARTY SOFTWARE, OPEN SOURCE SOFTWARE AS WELL AS ASSOCIATED MEDIA, USER DOCUMENTATION, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (COLLECTIVELY THE "LICENSED MATERIAL") ARE PROTECTED BY INTERNATIONAL INTELLECTUAL PROPERTY TREATIES AND BY INTELLECTUAL PROPERTY LAWS OF VARIOUS COUNTRIES, AND ARE PROVIDED TO YOU STRICTLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS EULA. PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE OR BEFORE ACQUIRING ANY EQUIPMENT ONTO WHICH THE SOFTWARE IS INSTALLED, AND INDICATE YOUR ACCEPTANCE BY CHOOSING "I ACCEPT". BY CHOOSING "I ACCEPT", YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS EULA. FURTHERMORE ANY USE OF THE LICENSED MATERIAL, INCLUDING BUT NOT LIMITED TO USE OF THE EQUIPMENT ONTO WHICH THE LICENSED MATERIAL IS INSTALLED, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT). IN ADDITION, IF YOU DO NOT AGREE TO THIS EULA, DO NOT USE, INSTALL, DOWNLOAD OR COPY THE LICENSED MATERIAL. INSTEAD, PROMPTLY CONTACT TADIRAN FOR FURTHER INSTRUCTIONS. THE SOFTWARE IS LICENSED, NOT SOLD. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY THE LICENSOR. THIS EULA REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN YOU AND TADIRAN, AND ALL PRIOR AGREEMENTS, REPRESENTATIONS, STATEMENTS AND UNDERTAKINGS ARE HEREBY EXPRESSLY CANCELLED. 1. Licensor hereby grants to you, and you accept, a non-transferable, non-exclusive license, revocable in the event of breach, personal and limited license to use the Licensed Materials, only as authorized under this EULA for the purposes of communication systems. It is clarified that the Software may only be used in accordance with the configuration and features which were ordered and paid by you. You may use the Licensed Materials only for your internal business purposes. You may not assign, sublicense, transfer, pledge, lease, rent, lend, loan, or share your rights under this EULA. 2. Tadiran personnel as well as distributors, dealers, technicians and communication advisors authorized by Tadiran in writing, are the only personnel qualified to provide support and maintenance in relation to the use of the Licensed Materials as well as pre-sale services in relation thereto. Any support and maintenance activities taken by persons not duly authorized by Tadiran as specified herein shall render Tadiran's warranty obligations set forth in section 8 below null and void. 3. You acknowledge and agree that the Software and the User Documentation are proprietary products of the Licensor and that all rights, title, and interest in and to the Software and User Documentation, including all copyrights, trademarks and trade secrets or any other form of intellectual property rights in the Licensed Material or associated therewith, are and shall remain with Licensor. This EULA does not convey to You an interest in or to the Software and User Documentation or any intellectual property rights associated with the Licensed Material or any part thereof, but only a limited right of use, revocable in accordance with the terms of this EULA as set forth herein. Any right not explicitly granted to You hereunder is hereby expressly reserved to Tadiran. 4. You may install the Software only according to the specifications, features and configuration ordered and paid by you, and you may make only one copy of the Software for backup purposes for your own use only. You may make copies of the Software's User Documentation for your own use only. Any such copies of the Software or the User Documentation shall include Licensor's copyright and other proprietary notices. You may not remove any proprietary notice, label or mark from the Licensed Materials. Except as authorized under this paragraph, no copies of the Licensed Materials or any portions thereof may be made by you or any person under your authority or control. In no event does the copying permitted in this section above or any other right granted under this EULA include the right to decompile, reverse compile, reverse engineer, reverse assemble, disassemble or otherwise reduce the Licensed Software to a human-perceivable form, modify, network, rent, lend, loan, distribute or create derivative works based upon the Licensed Software, in whole or in part, electronically transmit the Licensed Software from one computer to another or over a network, or to translate the Licensed Materials into another computer language. For the avoidance of doubt, it is hereby expressly provided that You may not copy the Licensed Material (other than as provided above), modify it, distribute it or electronically transmit the Licensed Material from one computer to another or over a network, nor may You reverse engineer, reverse assemble, reverse compile, decompile, or otherwise translate the Licensed Material into another computer language or reduce it to a human-readable form, or create derivative works based upon the Licensed Material, in whole or in part, except as such actions are explicitly permitted by section 24 of the Israeli Copyright Law, 5768-2007 and to the extent and purposes such actions are so permitted therein. Nevertheless, for the sake of the continued reliable operation of the Licensed Material, as well as compatibility to upgrades, updates and optional features to the Software, Tadiran recommends that all maintenance and support activities be made solely by Tadiran or personnel duly authorized thereby. Any unauthorized changes, alterations, adaptations or additions to the Software, or the use of any derivative works thereof, made in contradiction with this section and Tadiran's recommendation shall render Tadiran's warranty obligations set forth in section 8 below null and void, and may cause upgrades, updates and optional features to the Software, to be incompatible with software installed on Your server. In the event you shall wish to transfer the installed Licensed Material to an alternative server, you shall be required to notify Tadiran in writing and execute such transfer of the Licensed Material, in accordance with Tadiran instructions and terms. 5. You agree to use your best efforts and to take all reasonable precautions to safeguard the Licensed Materials and to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution of the Licensed Materials, in whole or in part, will be made. You acknowledge that the Licensed Materials contain valuable, confidential information and trade secrets and that unauthorized use and/or distribution thereof are harmful to Licensor. You further agree to maintain in confidence your user identification number and/or password, and to prevent any unauthorized access to the Licensed Material. Licensor hereby advises you to install security devices in order to prevent such unauthorized access, especially when the Licensed Materials are connected to a computer network. You shall notify the Manufacturer in writing immediately if You become aware of any unauthorized use of Licensed Materials or any part thereof by any person. You undertake to permit the Manufacturer to check the use of the Licensed Materials by You and, for that purpose to enter any of Your premises at all reasonable times and subject to prior notice from the Manufacturer. 6. You acknowledge that optional features of the Software as well as updated versions of the Software ("Updates") which you may download and install may require you to accept updated license terms and conditions. If no additional terms and conditions are presented upon installation, the Updates will be considered part of the Software and subject to the terms and conditions of this EULA. 7. You acknowledge that by using certain features of the Software, the Software may download, install and execute software applications from sources other than Tadiran ("Additional Software"). Tadiran makes no representations of any kind in relation to the Additional Software and Tadiran shall bear no responsibility with respect to any matter related to the use or inability to the use the Additional Software. In any event that such software applications were downloaded, all sections of this EULA shall apply to it as if it were a part of the Licensed Material. 8. Licensor warrants, for your benefit alone that for a period of 90 days from the date of commencement of this Agreement ("Warranty Period"), the media on which the Software is contained will, under normal use, be free from defects in material and workmanship. Licensor further warrants, for your benefit alone, that during the Warranty Period the Software shall operate substantially in accordance with the functional specifications in the User Documentation. If during the Warranty Period a defect in the Software appears, you should notify the Licensor. The Licensor will, at its sole option, either (i) replace the Software; or (ii) refund the amounts paid by you for the Software. You agree that the aforementioned constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS LICENSED TO YOU "AS IS", AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You assume the responsibility for the selection of your software and hardware to achieve your intended results. 9. Tadiran bears no responsibility for any security breach in your system into which the Licensed Material shall be installed, including but not limited to unauthorized access or calls through your system. You are hereby recommended to take the necessary precautions and security features to prevent any such breach. Please contact your dealer to get more information regarding this issue. 10. For the purposes of maintenance and support whether during the Warranty Period or the maintenance period (if purchased by you), you hereby grant Tadiran or any person or entity on its behalf the right to access the Licensed Material and your system remotely for the purposes of providing you with the required services. 11. LICENSOR'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO LICENSOR FOR OBTAINING THE LICENSED MATERIALS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF DATA INCLUDING ANY CONFIDENTIAL INFORMATION, LOST OPPORTUNITY, COST OF COVER, BUSINESS INTERRUPTION, PERSONAL INJURY, INJURY ON PRIVACY INCLUDING LOSS OF PRIVATE INFORMATION OR DIVULGENCE THEREOF, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, HOWEVER CAUSED, AND PURSUANT TO ANY THEORY OF LIABILITY, EVEN IF LICENSOR OR AN AUTHORIZED DEALER THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE THAT THE AMOUNT PAID FOR THE LICENSED MATERIALS REFLECTS THIS ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE TERMS ABOVE MAY NOT BE APPLICABLE TO YOU. 12. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof which shall remain in full force and effect. 13. You agree that you will not export or re-export the Licensed Materials in any form without the appropriate export licenses, including United States and foreign government licenses, as well as the Licensor's written approval. 14. This EULA is effective upon receiving the Software and shall continue until terminated. You may terminate this EULA at any time by destroying the Licensed Materials and all copies thereof or by returning the Licensed Materials and all copies thereof to Licensor, in addition to a written notice sent to the Licensor by e-mail to EULA@tadirantele.com, stating that You destroyed or returned the Licensed Materials and all copies thereof and wish to terminate this EULA. Licensor may terminate this EULA immediately and revoke your license rights upon any material breach by You of this EULA, by means of written notice. Upon termination of this EULA, you must destroy or return to Licensor the Licensed Materials and all copies thereof. Your failure to comply with the provisions of sections ?1 , ?3 , ?4 , ?5 , ?6 , ?7 , ?8 , ?9 , 1 0, 1 1, 1 2 and 1 3 of this Agreement shall be considered a material breach thereof. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 15. This EULA is governed by the laws of the State of Israel without giving effect to the conflict of laws principles thereof, and all disputes arising out of this EULA shall be subject to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel. 16. Should you have any questions regarding this Agreement, you may contact the Licensor's International Headquarters at: http://www.tadirantele.com/en/contact/. ***