Enterprise License Agreement

1. LICENSE GRANT

Ericsson Inc. ("Ericsson") grants to Licensee under this Enterprise License Agreement ("Agreement") a personal, non-exclusive, non-transferable, limited copyright license to use this Licensed Product by employees of Licensee for internal business purposes only. All intellectual property rights, title and interest in all Licensed Product(s) furnished to Licensee remain in Ericsson. This License does not preclude the execution of additional license agreements with Licensee for the Licensed Product(s).

Ericsson has exclusive rights to all Licensed Product(s) which are protected by United States and international copyright laws.

2. LICENSEE'S USE:

1. Licensee may place the Licensed Product(s) on a server, internal web site, or other electronic computing platform shared or accessible to employees or affiliates of Licensee. Licensee may make paper and electronic copies of Licensed Product(s) as determined by Licensee to be necessary for Licensee's internal purposes; provided all copies of the Licensed Product(s) shall bear the same copyright and disclaimer notices legend as appear on the Licensed Product(s) originally furnished to Licensee by Ericsson.
2. Subject to the preceding paragraph, and conditioned upon Licensee sublicensing the rights as set forth herein, Licensee may reproduce and distribute Licensed Product(s) to "Affiliates" defined as (i) the parent entity (corporation or partnership) which directly or indirectly owns the majority of the outstanding shares or interests of Licensee, (ii) a sibling entity (corporation or partnership) the majority of whose outstanding shares or interests are owned by its parent entity, or (iii) a subsidiary entity (corporation or partnership) the majority of whose outstanding shares or interests are owned by Licensee, provided, however, that such entity shall continue to remain an Affiliate hereunder only as long as the applicable ownership interest as described above exists. Licensee may sublicense the rights granted in this section to an Affiliate, provided Licensee shall remain responsible for any breach by such Affiliate. Licensee shall ensure that such Affiliate agrees to be bound by the rights, obligations and limitations set forth herein, and Licensee shall ensure that Ericsson shall have the right of direct enforcement of such obligations against such Affiliate. If a direct enforcement claim is denied, for any reason, it is agreed that Ericsson may assert such claim against Licensee.
3. Licensee must treat the Licensed Product(s) like any other copyrighted material.
4. Licensee may make reference to the Licensed Products in creating specifications and related documentation (the "Licensee Documentation").
5. Licensee may, in marketing or in conjunction with the sale of a product or related services (collectively, "Licensee Product"), make reference to the Licensed Product utilized in the development of Licensee Product; provided that Licensee shall make no statement, representation or warranty on behalf of Ericsson, including but not limited to, a certification by Ericsson of a product’s or related service’s compliance with the Licensed Product, unless otherwise agreed to by the parties in writing.
6. The foregoing license does not include the right to (i) make copies of the Licensed Product(s) for sale, or (ii) transfer to third parties other than Affiliates as provided above, or (iii) copy or incorporate any portions of the Licensed Product into Licensee Documentation, or (iv) create derivative works for sale.
7. It is understood that nothing in this Agreement grants or is intended to grant any license, express or implied, to any patents, or software.
8. Licensee shall immediately notify Ericsson (i) of any unauthorized attempt by a third party to access the Licensed Product, or (ii) if Licensee becomes aware of any unauthorized use or disclosure of any Licensed Product.

3. AUDITS

Upon reasonable written notice to Licensee, Ericsson shall have the right to review Licensee's compliance with the terms and conditions of this Agreement. If such review reveals a violation of the requirements set forth herein, in addition to any other remedies it may have, Ericsson may terminate this Agreement in accordance with the Termination section of this Agreement.

4. FEES AND PAYMENTS

All fees and charges due hereunder shall be paid in full prior to the delivery of the Licensed Product. Payment options include credit card, wire transfer or check, in U. S. Dollars, as follows:

1. wire transferred (ACH/Wire payment) to:
   Citibank NA
   399 Park Ave.
   New York, New York 10022
   Account Name: Ericsson Inc.
   ABA: 021000089
   Account: 30509027
   SWIFT#: CITIUS33
2. Lockbox for check payment to:
   PNC Bank c/o Ericsson Inc.
   Lockbox# 677504
   Dallas, TX 75267-7504
3. Ericsson shall email a link to Customer for the purpose of an online payment.

Licensee shall pay or reimburse Ericsson for all sales or use taxes, duties, or levies imposed by any authority, government, or government agency (other than those levied on the net income of Ericsson) in connection with this Agreement. If Ericsson is required to collect a tax to be paid by Licensee, Licensee shall pay this tax on demand. If Licensee fails to pay these taxes, duties or levies, Licensee shall pay all reasonable expenses incurred by Ericsson, including reasonable attorney's fees, to collect such taxes, duties, or levies.

Ericsson shall provide Licensee with one (1) copy of the Licensed Product. Upon request, an additional copy in electronic media will be provided to the Licensee at a cost of $150.00. Additional copies will be limited to one copy at the later fee. Please contact our Customer Service Center at buss.document-info@ericsson.com , 1.972.583.0889 (USA and Canada), or 1.913.241.6682 (All others).

5. DISCLAIMER OF WARRANTIES

THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF ERICSSON HAS BEEN MADE AWARE OF SUCH PURPOSE, OR ANY WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. LICENSEE ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE LICENSED PRODUCT TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE LICENSED PRODUCT.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL ERICSSON BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING DIRECT DAMAGES, LOST PROFITS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ERICSSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. THIRD PARTY PRODUCTS AND INFORMATION WARRANTY

Ericsson does not warrant third party products or information which Ericsson may use to prepare the Licensed Product.

8. RETURN POLICY

Licensed Product(s) that have been delivered electronically (downloaded from the SuperStore or received by email) are not eligible for credits, refunds or returns, even if duplicative with Licensed Product(s) that are the subject of prior or contemporaneous orders. Licensee assumes all responsibility for managing its inventory of Licensed Product(s).

9. TERMINATION

If Licensee breaches one or more of its obligations under this Agreement, Ericsson may elect at any time, in addition to any other remedy, to terminate the license and rights granted. Prior to the termination, Ericsson must give Licensee two (2) months written notice specifying the breach. Ericsson may terminate the license and rights granted if Licensee does not remedy all breaches specified in the written notice within the two (2) month notice period. Upon termination of the license and rights granted, Licensee shall destroy or return all Licensed Product(s) and Documentation, including all copies, and certify in writing to Ericsson the destruction or return.

10. PUBLICITY

Notwithstanding anything herein to the contrary, each party is prohibited from using in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction, or simulation of the other without the prior, express, written permission of the other.

11. ASSIGNMENT

Neither this Agreement nor any license, rights or obligations hereunder shall be assignable or transferable (in insolvency proceedings, by mergers, by purchase, by operation of law or otherwise) by Licensee without the written consent of Ericsson. Any such purported assignment or transfer shall be void without such written consent.

12. GENERAL

Export/Re-export. Licensee acknowledges that any commodities and/or technical data provided under this Agreement may be subject to the Export Administration Regulations ( http://www.ecfr.gov , Title 15-Commerce and Foreign Trade, Volume 2, Section VII, Subchapter C-Export Administration Regulations, collectively, the "EAR") administered by the Bureau of Industry and Security of the U.S. Department of Commerce ( http://www.bis.doc.gov ) and that any export or re-export thereof must be in compliance with the EAR, either through license or appropriate license exception. Licensee agrees that it shall not export or re-export, directly or indirectly, either during the term of this Agreement or after its termination or expiration, any commodities and/or technical data (or direct products thereof) received from Ericsson under this Agreement in any form to destinations in Country Group E (as specified in Supplement No. 1 to Part 740 of the EAR), as modified from time to time by the U.S. Department of Commerce), or to destinations, entities or persons that are otherwise controlled or embargoed under U.S. law. Licensee acknowledges it is not a foreign national of Country Group E or a denied party on U.S. export regulations.

Foreign Tax Payment. For a Licensee which is not a United States corporation, Ericsson will not accept remittance of less than the full amount payable by Licensee unless:

1. Licensee withholds that amount to satisfy tax withholding requirements imposed by the country (other than the United States) in which Licensee resides or in which Licensee has accepted delivery of the Licensed Product; and

2. Licensee furnishes a receipt issued by the withholding tax jurisdiction and certifying deposit of the withheld amount into its treasury or other tax depository to Ericsson's sole credit, or a certification on Licensee's stationery that Licensee has deposited the withheld amount into its tax jurisdiction's treasury or other tax depository to Ericsson's sole credit.

Further, to ensure the orderly processing of Ericsson tax returns, Licensee shall provide to Ericsson a summary of all amounts withheld during the year no later than ten business days after December 31 of each year addressed to: Ericsson Inc., 6300 Legacy Dr., Plano, Texas 75024, Attn: Tax Management Department.

Governing Law. This Agreement is a contract between Ericsson and the Licensee of the Licensed Product. This contract is to be interpreted in the federal and state courts of New Jersey, in accordance with the laws of the State of New Jersey without regard to its conflict of laws principles, and the parties' consent to the jurisdiction of such courts for this purpose.

Entire Agreement. Licensee further agrees that this is the complete and exclusive statement of the Agreement between Licensee and Ericsson and supersedes any proposal or prior Agreement, oral or written, or any other communication between us relating to the subject matter of this Agreement.

All questions about this Agreement should be directed to:

Ericsson Inc.
Customer Service Center (IDO)
1 Centennial Avenue
Piscataway, NJ 08854
Phone: +1.972.583.0889 (USA and Canada) or +1.913.241.6682 (All others)
Email: buss.document-info@ericsson.com

Rev. 02/2021