Edgecore Networks Corporation

END USER LICENSE AGREEMENT

LEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING SOFTWARE FROM EDGECORE. BY USING EDGECORE SOFTWARE (THE “SOFTWARE”), YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO EDGECORE SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH EDGECORE OR OTHER AUTHORIZED EDGECORE SERVICE PROVIDERS REGARDING SERVICES AND ASSOCIATED PAYMENTS.

1) Trademarks:

Edgecore, regardless of capital or lower case, is a registered trademark of Edgecore Networks Corporation. All other brand and product names are trademarks or registered trademarks of their respective owners. Protected trademarks are not marked as such herein. This does not mean, however that they may be used freely.

2) License grant:

"SOFTWARE” means the software contained in this package and any subsequent versions or upgrades received as a result of having down loaded this package. Edgecore grants YOU a license to use one copy of the version of this SOFTWARE only on a single Edgecore hardware. "YOU" or “BUYER” means a company, an entity or an individual taken as the original purchaser of the SOFTWARE. "USE" means storing, loading, installing, executing or displaying the SOFTWARE. YOU may not modify the SOFTWARE or disable any licensing or control features of the SOFTWARE except as an intended part of the SOFTWARE's programming features. This license is not transferable to any other company, entity or individual. YOU may not publish any registration information (serial numbers, registration keys, etc.) or pass it to any other company, entity or individual. BUYER may not electronically transfer the program from one Edgecore hardware to the other devices over any type of network. BUYER may not distribute copies of the SOFTWARE or the accompanying documentation to others either for a fee or without charge. BUYER may not modify or translate the SOFTWARE or documentation. BUYER may not disassemble the SOFTWARE or allow it to be disassembled into its constituent source code. BUYER's use of the SOFTWARE indicates his/her acceptance of these terms and conditions. If BUYER does not agree to these conditions, return the distribution media, documentation, and associated materials to the vendor from whom the SOFTWARE was obtained, and erase the SOFTWARE from any and all storage devices upon which it may have been installed.

3) Open Source Software:

Certain components of the SOFTWARE may incorporate “open source” software. To the extent required by an Open Source License that applies to Open Source Software included in or provided with the Software: (a) the terms of such Open Source License will apply to such Open Source Software instead of the terms of the license grant in this Agreement; and (b) any restrictions prohibited by such Open Source License that are contained in this Agreement will not apply to such Open Source Software. Notwithstanding the foregoing, SONiC is an open source Network Operating System (NOS) project and all the open source components and links to associated source code are available on the github at https://github.com/Azure/SONiC. The github will continuously get updated as the community adds new open source components to SONiC. Details are available on the Edgecore Networks Corporation, website (www.edge-core.com).

4) Ownership and Copyright:

The SOFTWARE is owned and copyrighted by Edgecore or Edgecore’s licensors. Your license confers no title or ownership of the SOFTWARE and should not be construed as a sale of any rights for the SOFTWARE. YOU acknowledge that the title and full ownership rights to the SOFTWARE will remain the exclusive property of Edgecore or Edgecore’s licensors and YOU will not acquire any rights to the SOFTWARE except as expressly set forth in this license. YOU agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

5) Unauthorized Use:

YOU affirm that YOU will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part. It is strictly prohibited for YOU to use copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the SOFTWARE except as provided in this Agreement. Any such unauthorized use shall result in immediate and automatic termination of this Agreement.

6) No Warranties:

This SOFTWARE is provided on an "AS IS" basis. Edgecore disclaims all warranties relating to this SOFTWARE, whether expressed or implied, including but not limited to any implied warranties of merchantability, non-infringement or fitness for a particular purpose. Neither Edgecore nor anyone else who has been involved in the creation, production, or delivery of this SOFTWARE shall be liable for any indirect, consequential, or incidental damages arising out of the use or inability to use such SOFTWARE, even if Edgecore has been advised of the possibility of such damages or claims. The person using the SOFTWARE bears all risk as to the quality and performance of the SOFTWARE. Some jurisdictions may not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, or the exclusion or limitation of incidental or consequential damages, so that the above given limitations or exclusions may not apply to YOU.

7) Limited Liability:

BUYER acknowledges that the SOFTWARE may not be free from defects and may not satisfy all of BUYER's needs. Edgecore warrants all media on which the SOFTWARE is distributed for 90 days to be free from defects in materials and workmanship under normal use. The SOFTWARE and any accompanying written materials are licensed "AS IS". BUYER's exclusive remedy during the warranty period shall consist of replacement of distribution media if determined to be faulty. In no event will Edgecore be liable for direct, indirect, incidental or consequential damage or damages resulting from loss of use, or loss of anticipated profits resulting from any defect in the program, even if it has been advised of the possibility of such damage. In no event will Edgecore's liability for any claim, whether in contract, tort or any other theory of liability, exceed the aggregate amount paid by YOU for the SOFTWARE.

8) Compliance with laws:

Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under this Agreement. Without limiting the foregoing, YOU acknowledge and agrees that the Software, including technical data, is subject to United States export control laws, including the United States Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. End User agrees to comply strictly with all such regulations and acknowledges that End User has the responsibility to obtain licenses to export, re-export, or import the SOFTWARE.

9) Termination:

Without prejudice to any other rights, Edgecore may immediately terminate this license without notice if YOU fail to comply with any terms and conditions of this Agreement. In such event, YOU must: 1. Cease all use of the SOFTWARE; 2. Destroy or return to Edgecore the original and all copies of the SOFTWARE; and 3. Delete the SOFTWARE from all Edgecore hardware on which it was resident. All disclaimers of warranties and limitation of liability set forth in this Agreement shall survive termination of this Agreement.

10) Governing Law and Jurisdiction:

This Agreement shall be governed by the laws of California, USA, excluding its conflict of law provisions. To the extent permitted by law, any Dispute any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California, USA.

11) General:

This Agreement represents the complete agreement between YOU and Edgecore relating to this license for the SOFTWARE and supersedes all prior agreements, communications, proposals and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgement or similar communication. This Agreement may only be modified by a written document signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. All rights not expressly granted herein are reserved to Edgecore Networks Corporation.

Broadcom License Agreement

LICENSE AGREEMENT

This is a legal agreement between you ("Licensee" or "You") and Broadcom Corporation. ("BROADCOM"). BY OPENING THE SOFTWARE PACKAGE, CLICKING ON THE "I Agree" BUTTON OF ANY ELECTRONIC VERSION OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") OR ACCESSING OR INSTALLING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If you do not agree to the terms of this Agreement, promptly click on the "Cancel" Button and cease all further access to or use of the Software made available by BROADCOM.

Definition

For purposes of this Agreement: (i) "BROADCOM Products" means certain proprietary semiconductor products of BROADCOM incorporated in the equipment purchased by Licensee; (ii) "Documentation" means any and all written technical documentation furnished to Licensee during the term of this Agreement that relates to the Software; and (iii) "Software" means the BROADCOM driver software made available for download or otherwise provided to Licensee by BROADCOM or its licensees.

License

Subject to the terms and conditions of this Agreement, BROADCOM grants to Licensee the non-exclusive, non-transferable, personal, revocable right to use the Software only in connection with BROADCOM Products, and to make one (1) copy of the Software for back-up or archival purposes only.

Restrictions

This Software is protected by U.S. Copyright Law. This Software is licensed, not sold. Licensee may not use, disclose, modify, reproduce or distribute the Software except as expressly permitted in this Agreement. No license is granted to Licensee in any human readable code of the Software (source code). Licensee shall not decompile, reverse engineer, modify, or otherwise attempt to derive source code from the Software except to the extent that these activities may not be prohibited under applicable law. Additionally, Licensee may not remove, efface or otherwise obscure any proprietary notices, labels, or marks on the Software or Documentation. Licensee agrees that each copy of the Software and Documentation will include reproductions of all proprietary notices, labels or marks included therein. BROADCOM retains all right, title and interest in and to the Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY BROADCOM.

Termination

This license will expire fifty (50) years from the date that Licensee first uses the Software, if it is not earlier terminated. Licensee may terminate it by destroying the Software and Documentation and all copies thereof. This license will also terminate if Licensee fails to comply with any term or condition of this Agreement. Upon termination, Licensee shall destroy the Software and Documentation and all copies thereof that are in Licensee's possession or control.

No Support

Nothing in this Agreement shall obligate BROADCOM to provide any support for the Software including without limitation any obligation to correct any defects or provide any updates to the Software to Licensee.

No Warranty / Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND ALL DOCUMENTATION AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE OR DOCUMENTATION ARE PROVIDED "AS IS" AND WITH ALL FAULTS AND BROADCOM MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION OR SUPPORT SERVICES, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND BROADCOM SPECIFICALLY DISCLAIMS ALL IMPLIED (IF ANY) WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, QUIET ENJOYMENT, QUIET POSSESSION OR CORRESPONDENCE TO DESCRIPTION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION OR SUPPORT SERVICES LIES WITH LICENSEE.

Exclusion of Incidental, Consequential and Certain Other Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BROADCOM OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION OR SUPPORT SERVICES, OR THE PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR REASONABLE CARE), NEGLIGENCE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER CLAIM FOR PECUNIARY OR OTHER LOSS WHATSOEVER, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF BROADCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitation of Liability and Remedies

NOTWITHSTANDING ANY DAMAGES YOU MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF BROADCOM AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID FOR THE SOFTWARE ITSELF OR U.S. $1. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Confidentiality

"Confidential Information" means any trade secrets, confidential data, or other confidential information relating to or used in the Software. Licensee shall not use or disclose Confidential Information except as expressly permitted hereunder and shall use all reasonable efforts to protect the confidentiality thereof. Licensee agrees and acknowledges that the structure, sequence and organization of the Software are the valuable trade secrets of BROADCOM, and thus constitute Confidential Information under this Agreement.

Export Regulations

You acknowledge that the Software, if exported to You, is being exported from the United States in accordance with Export Administration Regulations, 15 CFR Parts 730-774 ("EAR") and that diversion contrary to U.S. law is prohibited. Items made available for download may include cryptographic software, subject to the same export controls, which prohibit certain end-uses, and cannot be transferred to certain end-users.

You hereby represent and warrant that: (1) You are not a national of, nor located in, a country designated in Country Group E of Supplement Number 1 to EAR Part 740, which includes, but may not be limited to, Cuba, Iran, North Korea, and Syria; or (2) You are not listed on any U.S. Government or other governmental list designating You as subject to export control or economic sanctions restrictions, such as the Specially Designated Nationals, Denied Parties list, Entity List, Unverified List or similar list (collectively, "Restricted Parties Lists"), nor are You predominantly owned or controlled by person(s) on a Restricted Parties List, unless, with respect to (1) or (2), You have obtained prior authorization from the U.S. Government or are acting within the scope of a license granted to BROADCOM or another party by the U.S. Government.

Furthermore, certain software and technology is designated as restricted for release to non-U.S. "government end-users" of countries not listed in Supplement Number 3 to EAR Part 740 (as applied to encryption items). You represent and warrant that, unless You have first expressly notified Broadcom in writing via exportclassification@broadcom.com and have received a written acknowledgement from BROADCOM, You are not such a "government end-user" nor do You have knowledge that the software is intended for use by a "government end-user." Further, You represent and warrant that You do not intend to use the Software in connection with any military end-use, or any proliferation-related end-use restricted by EAR Part 744.

Notwithstanding other provisions of U.S. law, You acknowledge that transfer or re-export to any country, entity, or person subject to U.S. economic sanctions, a denial order, identified in Country Group E, government end-user of a country outside of a Supplement Number 3 to EAR Part 740, or for prohibited military, weapons or missile proliferation end-uses requires prior authorization from the U.S. Government.

By accepting this license agreement, You agree that You shall indemnify and hold Broadcom harmless for any liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) arising from or relating to Your failure to comply with any such law or regulation or to obtain any such license, permit or approval.

You may not attempt to obtain the source code for the Software (except for the source code provided) by any means, including but not limited to reverse engineering, decompilation, disassembly, translation or similar manipulation of the Software, unless and only to the extent that applicable law in Your jurisdiction specifically gives You the right to do any of the foregoing.

Non-Assignability

Licensee may not sell, transfer, assign or subcontract the Software or any right or obligation set forth in this Agreement without the prior written consent of Broadcom. Any act in derogation of the foregoing shall be null and void.

Government Customers

If any of the rights or licenses granted hereunder are acquired by or on behalf of a unit or agency of the United States Government, this Section applies. The Software is a trade secret of BROADCOM for all purposes of the Freedom of Information Act and is, in all respects, proprietary data belonging solely to BROADCOM. The Software: (i) was developed at private expense, is existing computer software, and no part of it was developed with government funds, (ii) is "restricted computer software" submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19 and its successors, (iii) is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (DoD), the Software is licensed only with "Restricted Rights" as that term is defined in the DoD Supplement to the Federal Acquisition Regulation ("DFARS"), 252.227-7013(c)(1)(ii), Rights in Technical Data and Computer Software and its successors, and use, duplication, or disclosure is subject to the restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. The Contractor/manufacturer of the Software is Broadcom Corporation, 16215 Alton Parkway, Irvine, CA 92718. If the Software is acquired under a GSA Schedule, Licensee agrees to refrain from: (a) changing or removing any insignia or lettering from such software or the documentation that is provided; (b) producing copies of related manuals or media (except for backup purposes); and (c) allowing any third party to do that which is prohibited in this Section.

Miscellaneous

Broadcom and Licensee are independent contractors. This is the entire Agreement between the parties relating to the subject matter hereof, supersedes any and all prior proposals, agreements and representations between the parties, whether written or oral, and no waiver, modification or amendment of the Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the State of California without reference to conflict of laws principles. The parties expressly stipulate that the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.