BEFORE YOU CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, PLEASE CAREFULLY REVIEW ALL TERMS AND CONDITIONS AND BE SURE YOU UNDERSTAND THEM. BY CHOOSING "I ACCEPT" YOU, HEREINAFTER "LICENSEE", BECOME A PARTY, WITH AEP NETWORKS, INC., HEREINAFTER "LICENSOR", TO THE BETA LICENSE AND NON-DISCLOSURE AGREEMENT, LEGALLY BOUND BY ITS TERMS AND CONDITIONS, AS SHOWN. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS SHOWN, YOU MUST SELECT THE "DECLINE" OPTION, IN WHICH CASE THE BETA SOFTWARE MAY NOT BE LEGALLY INSTALLED OR USED. ACCEPTING THE TERMS OF THIS DOCUMENT DOES NOT GUARANTEE OR IMPLY THAT YOU WILL BE SELECTED AS A BETA SITE FOR LICENSOR SOFTWARE. BETA LICENSE AND NON-DISCLOSURE AGREEMENT 1. Grant of License - Upon Licensee's acceptance of the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable license to use one copy of the beta software ("Software"). Licensor also grants, subject to the confidentiality obligations set forth herein, the right to use certain other proprietary information and materials ("Confidential Information") that may be provided with the Software from time to time. The License is granted for evaluation purposes only and only for the term of this Agreement. The Software is protected by the copyright laws of the United States of America and international copyright treaties. All rights in the Software are owned by Licensor or its licensors. No license under any invention, patent, copyright, trade secret or other proprietary right is granted, either directly or indirectly, by this Agreement or by any disclosure of Confidential Information hereunder except as specifically granted herein. Licensee agrees to use and evaluate the Software. Licensee agrees to provide Licensor with periodic reports that fully describe (i) the results of Licensee's use and evaluation of the Software, including any defects found in the Software and any information necessary for Licensor to evaluate such defects, and (ii) any recommendations for changes or modifications to the Software. Licensee agrees to allow Licensor, at mutually agreed times, to have reasonable access to the Software at the Licensee's site for the purpose of using, testing, modifying, and correcting the Software. 2. Disclaimer and Limitation of Liability - The product and other confidential information are provided as is. Licensor grants no conditions or warranties, either express or implied, including any and all implied conditions or warranties of merchantability, title, non-infringement, or fitness for a particular purpose. In no event shall Licensor be liable for any losses or damages caused by the use of the product by licensee. Licensee hereby acknowledges that the Software is of pre-release quality, has not been fully tested, and may contain errors. Licensee assumes the entire risk arising out of the use of the Software and other Confidential Information. Licensor shall have no additional obligation under this Agreement to correct any bugs, defects or errors in the Beta Product or to otherwise support or maintain the Beta Product. In addition, Licensor does not represent or warrant that it will make the Software generally available to the public or that target dates will be met. Licensor may change or cancel its plans at any time. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF USE OF THE SOFTWARE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE. 3.Confidentiality - Licensee hereby acknowledges that (i) Licensor's beta testing processes and the results therefrom, and (ii) the Product provided under this Agreement and any information related to the Product, including without limitation its nature and existence, constitute Confidential Information of Licensor. Licensee agrees to maintain Confidential Information in confidence for a period of two (2) years from the date of receipt of the Confidential Information. Licensee further agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish, or disseminate, but in no event less that reasonably care. Licensee may disclose Confidential Information to its employees who have a need to know to accomplish the purposes of this Agreement, provided that prior to disclosure Licensee has a written agreement with such parties that is no less protective of Licensor's rights than this Agreement and that requires the party to protect and use the Confidential Information in accordance with the terms of this Agreement. Licensee agrees to promptly notify Licensor in writing of any circumstances that become known to Licensee surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized under this Agreement. Licensee shall have no obligation of confidentiality with respect to information that (i) is, or becomes, publicly available through no breach of this Agreement by Licensee, but only to the extent that and only from such date as the information becomes so available, (ii) was rightfully in Licensee's possession without obligation of confidentiality prior to receipt from Licensor or is received from a third party who has the right to disclose it, or (iii) is independently developed by Licensee without use of the Confidential Information. Licensee may disclose Confidential Information due to legal obligations beyond Licensee's reasonable control, provided that Licensee gives Licensor prior written notice and a reasonable opportunity to seek a protective order. 4.Term and Termination - If you are accepted as a beta site for Licensor and receive software from Licensor, this Agreement shall terminate upon the earlier of (i) first commercial shipment by Licensor of the Software, (ii) written notice of termination by either party. Upon termination, Licensee must cease use of the Software and shall promptly return or certify destruction of all copies of the Software and all other materials provided by or through Licensor. The provisions of Sections 2, 3, and, 5 shall survive any termination of this Agreement. 5.General - This Agreement shall be governed and construed in accordance with the laws of the state of Maryland and the United States of America (without regard to conflicts of laws provisions). In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorneys' fees. If any provision of this Agreement is determined to be void or unenforceable, the remaining provisions shall be given full force and effect. If any provision is unenforceable because of scope or breadth, such provision shall be valid to the extent permitted by law. No agency, partnership, joint venture or other joint relation is created by this Agreement. Licensee may not transfer or assign its rights under this Agreement without prior written consent of Licensor. Any attempt to do so is void. The parties agree that the complete and exclusive statement of the agreement between the parties relating to this subject shall consist of this Agreement. Any reproduction of this Agreement by reliable means will be considered an original of this document. This Agreement is executed in English and may not be modified or amended except in writing signed, including electronic signatures, by authorized representatives of both parties.