End User License Agreement

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Terms and Condition

Last Update Date: September 6th, 2025

Agreement Overview

This End User License Agreement ("EULA") outlines the Terms of Service ("Terms") constituting a legal agreement between the user ("you" or "your") and Aviz Networks, Inc. ("Aviz Networks," "we," "us," or "our"), governing your use of and access to Aviz Networks' Software and Services ("Aviz Technology", Details see Addendum A). By using, accessing, or registering an account for Aviz Technology, you accept these Terms, confirming that you have the authority to bind any business or entity on whose behalf you use the Services.

Using Aviz Technology

You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services strictly for internal business purposes, subject to an executed Order Form or the terms of any applicable trial, evaluation, or pilot program. Aviz Networks retains exclusive ownership of its products and services, including all intellectual property rights therein.

Licensing Type

Aviz Technology encompasses the suite of software, including all their versions, updates, enhancements, modifications, and associated documentation. Various licensing options are available for these software products as outlined below:

Proof of Concept (POC) License: Grants temporary access to Aviz Technology for evaluation purposes. Valid for a specified period, typically up to 30 days, with no cost. This license is intended for trial and evaluation by the Customer to assess the software's capabilities and fit for their requirements.
30-Day Limited License: Offers full access to the software suite for a limited period of 30 days. Designed for short-term projects or further evaluation beyond the POC stage. May include a fee and specific terms regarding usage limits and support services.
Perpetual Licensing: Provides ongoing access to Aviz Technology. It requires a one-time fee, granting the Customer indefinite use of the software version available at the time of purchase.
Annual Subscription Licensing: Allows the Customer to use the software for one (1), three (3), or five (5) year terms. Subscription fees cover ongoing support, maintenance, and access to the latest software updates. This model ensures that the Customer always has access to the most current features and security enhancements.
- a. Subscription Renewal. Usage Rights in Aviz Technology acquired on a subscription basis will automatically renew for the renewal period indicated on the order You or Your Aviz Partner placed with Aviz and in accordance with the renewal terms in the order ("Renewal Term").
- b. Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You or Your Aviz Partner promptly notify Aviz in writing, before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term.

Installation. Customer is responsible for installing the Software and Equipment (if applicable), unless Customer purchases installation services from Aviz pursuant to a separate agreement.

Your Obligations

Restrictions on Use

You will not: (i) sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Services or any of our technology or content available to any third party in any way or use the Services as a managed service provider; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein, including by uploading or otherwise disseminating viruses or other malicious code; (iii) attempt to gain unauthorized access to the Services or its related systems or networks; (iv) copy any ideas, features, functions or graphics of the Services or any content other than for your own internal use; (v) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or our technology, (vi) use the Services for any illegal purpose, or in violation of any local, state, national, or international law; (vii) use the Services to violate, or encourage others to violate, the rights of third parties; (viii) import, transmit or collect any of Your Data or other content that is unlawful, defamatory, libelous, or invasive of privacy; or (ix) perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, or accessing the Service accounts of others without permission.

Responsibilities

You are responsible for all activity resulting from your authorized use of Aviz Networks services, including the actions of all persons who were provided with a username and password by you or for you. You will: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another Aviz Networks user or provide false identity information to gain access to or use the Services; (iii) suspend all user accounts for individuals who are no longer authorized to access those accounts; and (iv) generally, comply with any instructions concerning access to or use of the Services that we may give from time to time.

End of Life

Aviz may end the life of Aviz Technology, including component functionality ("EOL"), by providing written notice on Aviznetworks.com. If You or Your Aviz Partner prepaid a fee for Your use of Aviz Technology that becomes EOL before the expiration of Your then-current Usage Term, Aviz will use commercially reasonable efforts to transition You to a substantially similar Aviz Technology. If Aviz does not have substantially similar Aviz Technology, then Aviz will credit You or Your Aviz Partner any unused portion of the prepaid fee for the Aviz Technology declared EOL ("EOL Credit").

The EOL Credit will be calculated from the last date the applicable Aviz Technology is available to the last date of the applicable Usage Term. Such credit can be applied towards the future purchase of Aviz products.

Your Warranties

You represent and warrant that: (1) you have all rights, power, authority, and consents necessary to, and to authorize Aviz Networks and users of the Services to, collect, use, process, and distribute Your Data (as defined below) as contemplated by these Terms, (2) you will comply with all applicable laws and regulations, and (3) Your Data does not contain Sensitive Information.

Intellectual Property

Our Intellectual Property

Aviz Networks retains all right, title and interest, including all related intellectual property rights (including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights) in and to the Services, our content, and our technology. Portions of the Services and our technology, including the source code, constitute or contain trade secrets and other intellectual property rights of Aviz Networks and our licensors. The Aviz Networks name, Aviz Networks logo, and the product names associated with the Services are trademarks of Aviz Networks or third parties, and no right or license is granted to use them. These Terms do not grant you any intellectual property rights in the Services or our technology, and we reserve all rights not expressly granted in these Terms.

Confidentiality

Either party may provide the other party with confidential or proprietary materials and information ("Confidential Information"). All materials and information provided by the disclosing party and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all other information that the receiving party reasonably should know is the Confidential Information of the disclosing party, will be considered Confidential Information. Your Confidential Information includes Your Data; Aviz Networks Software's Confidential Information includes the Services and our technology; and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. The receiving party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party or in accordance with these Terms. The receiving party will only use the Confidential Information for the purposes contemplated under these Terms. The obligations in this Section will not apply to any information that: (a) is made generally available to the public without breach of any obligation owed to the disclosing party, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without breach of any obligation owed to the disclosing party, or (d) was in the receiving party's lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon the disclosing party's written request, the receiving party will destroy all disclosing party's Confidential Information in its possession. Except as expressly set forth in these Terms, no license or other rights to Confidential Information are granted or implied hereby by either party.

US Government Rights; 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. If you are a U.S. government customer, you acknowledge that: (i) you have reviewed this EULA and agree that the license provided for herein is consistent with federal law and otherwise satisfies U.S. government needs; (ii) you agree that this EULA reflects the entirety of the terms of Aviz's customary commercial license applicable to U.S. government customers. No additional government requirements beyond those set forth in this EULA shall apply, except to the extent that those terms, rights, or licenses are explicitly required from all providers of commercial computer software pursuant to the FAR and the DFARS and are set forth specifically in writing elsewhere in this EULA.

Termination and Modification

Early Service Termination

Either party may terminate this Agreement prior to the end of the Service Period in the event of a material breach of this Agreement by the other party if such other party fails to correct such breach within 60 days of notice.

In addition, we may terminate this Agreement immediately upon notice to Customer

If Customer breaches any sections of our Privacy Policy, Restrictions on Use, or Intellectual Property
In order to comply with applicable laws or regulations
If Customer defaults in the timely payment of any amounts due to Aviz Networks as part of a Commercial Agreement

Effect of Expiration or Early Service Termination

Upon termination, your access to the Services will be disabled and all of Your Data will be deleted. Once deleted, this information cannot be recovered. All sections of these Terms that by their nature should survive termination will survive termination, including without limitation Your Data, Our Intellectual Property, Confidentiality, Indemnification, No Warranty, Limitation of Liability, and Miscellaneous.

Modification

We may modify these Terms from time to time, and we will post the most current version on our site. Regardless of whether Aviz Networks has provided you notice, your continued use of the Products and Service following Aviz Networks Software's notice or posting of changed Terms will constitute your acceptance of such changes.

We reserve the right to enhance, upgrade, improve, or modify features of our Services as we deem appropriate and in our discretion. It is your responsibility to check regularly for changes to the Terms and ensure that any contact, billing or payment information you provide to Aviz Networks is updated and correct.

Indemnification

To the maximum extent permitted by law, each party agrees to indemnify, defend, and hold harmless the other party and their employees, directors, agents, affiliates and representatives from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) a breach of your representations, warranties, or obligations set forth in these Terms; (b) a wrongful or improper use or delivery or provision of the Services; (c) a violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) Your Data; and (f) any other party's access or use of the Services with your username and password.

No Warranties

THE SERVICE AND THE PRODUCT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER THE TERMS, AVIZ NETWORKS SOFTWARE'S ORDER FORM, NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND SERVICES IS WITH YOU. SHOULD THE PRODUCTS AND SERVICES PROVE INADEQUATE IN ANY WAY, YOU AND NOT AVIZ NETWORKS ASSUME THE ENTIRE COST OF ANY COSTS OR DAMAGES INCURRED BY YOU. AVIZ NETWORKS DOES NOT WARRANT THAT YOU WILL HAVE UNINTERRUPTED OR ERROR FREE USE OF THE PRODUCTS AND SERVICES, THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN SECURE OR UNCORRUPTED FORM OR WITHIN A REASONABLE OR DEFINED PERIOD OF TIME, OR THAT THE PRODUCTS AND SERVICES WILL PREVENT FROM OCCURRING THAT WHICH THEY ARE DESIGNED TO PREVENT. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED, RECEIVED OR SUBMITTED THROUGH THE PRODUCTS AND SERVICES ARE AT YOUR SOLE RISK AND THAT AVIZ NETWORKS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY HARM OR DAMAGE TO YOU OR YOUR PROPERTY (INCLUDING ANY DATA, PERSONAL COMPUTER EQUIPMENT OR STORAGE MEDIA). AVIZ NETWORKS IS NOT RESPONSIBLE FOR THE CONTENT OF DATA, INFORMATION OR ATTACHMENTS WHICH ARE MONITORED THROUGH AVIZ NETWORKS SOFTWARE'S PRODUCTS AND SERVICES.

Limitation of Liability

UNDER NO CIRCUMSTANCES WHATSOEVER WILL AVIZ NETWORKS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE PRODUCTS AND SERVICES, OR RELIANCE ON ANY OF THE PRODUCTS AND SERVICES OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY AVIZ NETWORKS SOFTWARE. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, AVIZ NETWORKS SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY OTHER PARTY FOR THE ACCURACY, SECURITY, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF THE PRODUCTS AND SERVICES OR ANY PART THEREOF, INCLUDING USE FOR URGENT, CRITICAL OR EMERGENCY COMMUNICATIONS OR IMPROPER OR UNAUTHORIZED ACCESS TO OR INTERCEPTION OF ANY COMMUNICATION OR PRIVATE INFORMATION. THE FOREGOING DISCLAIMER SHALL APPLY IN CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO USE ANY OR ALL OF THE PRODUCTS AND SERVICES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH ANY OF THE PRODUCTS AND SERVICES. THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND THE EXAMPLES GIVEN ARE NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS.

Miscellaneous

Entire Agreement and Conflict

These Terms constitute the entire agreement between you and Aviz Networks regarding the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. In the event of a conflict between these Terms and another agreement (such as an Order Form) that has been signed by both you and Aviz Networks, the agreement signed by both parties will control.

Governing Law and Dispute Resolution

These Terms will be exclusively governed by the laws of the State of California, without regard to conflict of law principles. Any controversy or claim arising out of or relating to these Terms, their enforcement, arbitrability or interpretation will be submitted to final and binding arbitration, to be held in Santa Clara County, California, before a single arbitrator who will be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the American Arbitration Association. The arbitration will be a confidential proceeding, closed to the general public. The arbitrator will issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. The parties will share equally in payment of the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys' fees and other expenses to the same extent as if the matter were being heard in court).

ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.

Waiver, Severability and Assignment

Our failure or delay to enforce any provision of these Terms is not a waiver of our right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign these Terms or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services.

Feedback

You grant us a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display in any form any suggestions, ideas, comments, or questions that you submit to us.

Export

The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit access to or use of the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

Assignment

Neither Party may assign these Terms without the prior consent of the other Party; provided, however, that Aviz Networks may assign these Terms without such consent in connection with a merger, acquisition, consolidation, corporate reorganization, or sale of all or substantially all of its assets.

Notices

Any notices or communications under these Terms to you will be addressed to the electronic address specified in your Aviz Networks Order Form, as you may update such information from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail to info@aviznetworks.com

Addendum A - Software Licensing Framework

ONES

ONES is licensed as a subscription that includes software and support for managing a particular device or fabric under management over a given term. ONES licenses are structured based on device or fabric tier (1/10GT, 10G, 25G to 100G, 400G+, fabric unit ), functional tier (Pro, Pro Light, NetOps), and term of subscription (1yr, 3yr, 5yr).

ONES PRO provides SONiC support and the complete feature set, including full analytics, telemetry, and provisioning.

ONES PRO Light provides SONiC support and a subset of the PRO capabilities.

NetOPS does not provide SONIC support but all other features available through PRO.

Deep Network Observability (OPB, ASN)

Deep Network Visibility is comprised of

a) Open Packet Broker (OPB) app running on SONiC switches. Open Packet Broker is licensed as a software subscription that includes software and support for managing a particular device or instance under management over a given term. OPB licenses are structured based on platform tier, functional tier, and term of subscription. An additional perpetual right to use license without entitlement to ongoing support and new releases can be made available.
b) Aviz Service Node (ASN) is an app running on bare metal or virtualized servers providing use case specific analytics and correlation capabilities. ASN is licensed as a software subscription that includes software and support for the particular instance or device over a given term. ASN licenses are structured based on functional tier and term of subscription.
c) Flowvision is an app running on bare metal or virtualized servers managing OPB switches and/or ASN servers. Flowvision is licensed as a software subscription that includes software and support for the particular instance or device over a given term. Flowvision licenses are structured based on functional tier and term of subscription.

Network Copilot

Network Copilot is licensed as a subscription that includes software and support for managing a particular number of devices or instances under management over a given term. Network Copilot licenses are structured based on number of devices, number of supported use cases, and term of subscription (1yr).

FTAS

FTAS is licensed as subscription either

a) per switch SKU (HW + NOS) and term of subscription (1 yr) OR
b) per HW vendor, type of ASIC, and term of subscription (1yr).

POCs

POCs are licensed as a subscription that includes software, support, planning advice, set-up support for a given amount of hours (80, 160, 240) or months (3 months).