The Telcordia Efficient Test Case Generation Service and the Suite of Products and Services described in the AETG site at Universal Resource Locator (URL) http://aetgweb.argreenhouse.com are proprietary property of Telcordia protected under various United States (state and federal) and international intellectual property laws.

This is an electronic contract for the Telcordia Efficient Test Case Generation Service Software, Products, and Services (collectively "Licensed Material"). The Licensed Material is provided to you as Licensee under the the Terms and Conditions set forth below and the Terms of Use and Privacy Sections of the Efficient Test Case Generatino Service Site. By pressing the Accept button at the end of this Electronic Agreement you represent that you have the identity set forth in the order process, have read, understand and agree to all Efficient Test Case Generation Service Terms and Conditions.

1. License Grant. Telcordia grants to Licensee a dedicated, personal, nontransferable and nonexclusive annual license for specific individuals selected by Licensee ("Individuals") to: (i) access and use Telcordia's proprietary Efficient Test Case Generation Service ("Licensed Service") solely for the benefit of Licensee and solely within Licensee's internal business operations; (ii) access the Web pages related to the Licensed Service ("Licensed Screens") and user manuals and instructional material relating to the Licensed Service ("Documentation") solely for the purpose of accessing and using the Licensed Service; (iii) download and make a single copy of the Documentation and completed template reports solely to assist Licensee in accessing the Licensed Service and to use AETG Software available on the Site solely for the purposes, and in the manner described below. Individuals shall not download form templates or reports as worksheets nor shall Individuals engage in the unauthorized duplication, copying, disassembly or reverse engineering of the Efficient Test Case Generation Service or any portion thereof.
   • Licensee's Obligations. Licensee represents, warrants and agrees that (a) Licensee has read and shall abide by this Agreement including the Privacy Policy and Terms of Use Policies which are incorporated herein by reference, (b) Licensee's use of the Licensed Material is not for any illegal or injurious purpose or purposes, and (c) that Licensee has the legal right to provide the information inputted to the AETG Site and Licensed Materials.
   • Technical Support. Telcordia shall provide the technical support concerning the use of the Licensed Service or Software under the terms referenced in the AETG Site as of the date of purchase. Telcordia reserves the right to change the cost and level of Support provided at any time and without notice to the Licensee. Support is currently provided in the following manner: (a) answers to selected frequently asked questions, which questions and answers will be accessible by Licensee from the home page of the Efficient Test Case Generation Service Web Site; and (b) during Telcordia's normal business hours (Eastern Time), human support, which may include email and telephone support subject to the availability and sole discretion of Telcordia. Telcordia will provide telephone support for the first 30 days after the commencement of Licensee's annual license term.
   • User IDs and Password. Telcordia shall issue a user ID and password for each license subscription purchased by Licensee. All terms and conditions of this Agreement are applicable to all user ID numbers and passwords issued under this Agreement and, accordingly, Licensee agrees to assume sole responsibility for compliance with all terms and conditions and for maintaining the security of the user IDs and passwords issued. Unless expressly approved in writing by Telcordia in advance, a password is valid for use only in the country to which it is issued. In the event of loss or theft of a password, it is Licensee's responsibility to notify Telcordia immediately of same, in writing (or via online technique, if available). Licensee agrees to promptly register this Agreement if required, and to obtain any necessary governmental approval(s) as may be required by the laws or regulations of any country for which a password is issued to Licensee. Licensee is responsible for demonstrating to Telcordia's satisfaction that all such registrations and approvals as are required have been obtained.
   • Copying. Licensee may only make one duplicate copy of Telcordia Licensed Material for back-up purposes. Telcordia's copyright and trademark notices, shall appear in the same manner as the original, on all copies of all Software Documentation, and Products provided under this Agreement. Additional copies of Licensed Material may only be made where copying is essential to use of the Licensed Material. All other copying, reverse engineering, decompiling, and unauthorized use is expressly prohibited and shall result in termination of this Agreement, as well as a potential claim for legal and equitable relief against you.
2. DISCLAIMER OF WARRANTIES THE LICENSED SOFTWARE, SERVICES, AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TELCORDIA MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO (I) THE USE, QUALITY, SUFFICIENCY OR ACCURACY OF THE LICENSED SOFTWARE, SERVICE, OR PRODUCTS, OR (II) ANY RESULTS OR OTHER INFORMATION GENERATED IN USING THE FOREGOING. NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE EVEN IF TELCORDIA HAS BEEN MADE AWARE OF SUCH PURPOSE, WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA") OR ACT OF SIMILAR IMPORT UNDER NON-UNITED STATES LAW, WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE, WARRANTIES THAT THE SOFTWARE, SERVICES AND PRODUCTS PROVIDED WILL ACHIEVE YEAR 2000 COMPLIANCE, READINESS OR FUNCTIONALITY OF THE CUSTOMER'S SYSTEMS, AND WARRANTIES AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED. Some countries, states and jurisdictions do not allow exclusions of some or all implied warranties or conditions, so the above exclusions may not apply. You may have other rights that vary from country to country, state to state, or jurisdiction to jurisdiction.
3. Limited Liability. In no event shall Telcordia or any of its affiliates be liable for any damages, including any lost profits, lost savings or other incidental or consequential damages arising out of (a) this Agreement, or (b) the use or inability to use the Licensed Material(s). Licensee assumes all risks and liabilities, if any. Telcordia's liability under this Agreement, if any, is limited to, at the sole option of Telcordia: (i) replacement of the affected Product or Service or (ii) the current annual license fee received by Telcordia for the Licensed Service. Telcordia shall not be liable or deemed to be in default or breach for any delays or failure in performance or interruption of the Licensed Service resulting directly or indirectly from any cause or circumstance beyond their reasonable control.
4. Indemnification. Licensee shall protect, indemnify, hold harmless and defend Telcordia employees, officers, agents, and affiliates, with counsel acceptable to Telcordia, at Licensee's expense, from and against any and all liability, demands, direct and indirect losses, damages, obligations, fines, claims, suits, actions or proceedings, and any judgment, settlement, compromise or resolution for damages or any other relief, and any and all costs and expenses (including reasonable attorney's fees) associated with any of the foregoing, to the extent that there is any allegation of any losses or damages, whether direct, indirect, consequential or special (including, but not limited to, personal injury, property damage, economic loss or consequential damages), or their equivalent, in connection with (a) the access, use or possession of the Licensed Software, Service, or Products by, Licensee, and/or (b) Licensee's breach of this Agreement and/or (c) the use or misuse of the Licensed Software, Services, or Products by the Licensee; (d) use or misuse of, or reliance upon, the Licensed Software, Services or Products by any third party; and/or (e) the possession or use by Telcordia of any of the information, specifications, or data furnished to Telcordia by Licensee hereunder which is claimed to constitute an infringement of a patent, copyright, trade secret, or other intellectual property right of any third party, regardless of the legal, equitable or factual basis thereof.
5. Right to Terminate. Telcordia may immediately terminate the license and rights granted to Licensee under this Agreement if: (a) Licensee assigns the license for the benefit of creditors, (b) Licensee admits in writing its inability to pay debts as they mature, (c) a trustee or receiver is appointed for a substantial part of Licensee's assets, (d) a bankruptcy proceeding is instituted against Licensee which is acquiesced in and is not dismissed within 60 days, or results in an adjudication of bankruptcy, (e) Licensee fails to make timely payment for the Products and Services, or (f) Licensee violates Section 1 relating to the License Grant provided under this Agreement. The termination is effective upon provision of written notice to Licensee by Telcordia. Licensee is bound by all obligations incurred prior to the termination, cancellation or expiration; however, all of Telcordia's obligations will automatically terminate upon such termination or expiration. Telcordia is under no obligation to refund any monies because of such termination. These termination rights are in addition to all other rights and remedies available to Telcordia. Licensee shall remove all its data from the Efficient Test Case Generation Service Web Site prior to the expiration of the Agreement or within 30 days after termination of the Agreement. If Licensee breaches one or more of its obligations under this Agreement, Telcordia may elect at any time, in addition to any other remedy, to terminate the license and rights granted. Telcordia is under no obligation to refund any monies because of such termination. These termination rights are in addition to all other rights and remedies available to Telcordia. This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to Telcordia Technologies, Inc. all copies of the Licensed Material win your possession or under your control. Telcordia Technologies, Inc. may terminate this License Agreement for any reason, including, but not limited to, if Telcordia Technologies, Inc. finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to Telcordia Technologies, Inc. all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non- disclosure of Telcordia Licensed Material shall survive the termination of this Software License Agreement.
6. Notice. Any notice or other written communication to Telcordia under this Agreement must be addressed to Portfolio Sales, 8 Corporate Place, Rm 3A184, Piscataway, NJ 08854-4156, and to the customer at the address specified on the order form, and will be deemed delivered: (1) five business days after the notice has been mailed by certified mail, if applicable, or (2) the next business day after receipted delivery to a recognized overnight courier.
7. Publicity. Telcordia may refer to Licensee by name as a customer of Telcordia in its marketing materials and communication with potential customers. Except as expressly provided above, neither party may use 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.
8. Assignment. Licensee shall not assign this Agreement or any portion, rights or obligations granted hereunder, to any other person or entity, without the prior written consent of Telcordia.
9. Waiver. The failure of either party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, failure of either party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement.
10. Choice of Law. This Agreement must be construed and enforced according to the laws of the State of New Jersey without regard to those laws relating to conflict of laws and Licensee agrees to be subject to the jurisdiction of the federal and state courts in the State of New Jersey if a suit is commenced in connection with this Agreement.
11. Severability. If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the parties, provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement.
12. Compliance with Laws. The parties agree to comply with all applicable laws. If Telcordia requires any government licenses or approvals to proceed with the services, Telcordia will provide Licensee with prior notice of the requirement.
13. Export Restrictions. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR and an estimate of any resulting increase in the price of the services. LICENSEE SHALL ALSO BE BOUND BY ANY OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. LICENSEE AGREES NOT TO EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT CONSENT OF TELCORDIA TECHNOLOGIES, INC. AND TO ABIDE BY SUCH OTHER LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. AND ADDITIONAL OBLIGATIONS CONCERNING EXPORT REQUIREMENTS AS MAY BE IMPOSED FROM TIME TO TIME.. By downloading software or related technical data, Customer assumes responsibility for complying with applicable export/import laws and regulations, and agrees not to export or reexport this software or technical data without applicable export authorization. Customer may not export or reexport software or technical data obtained from this Site, or any copy or adaptation, in violation of any applicable laws or regulations. Customer may not download, export or reexport software or technical data obtained from this Site or any copy or adaptation to or within the following countries: Cuba, Iran, Iraq, Libya and North Korea. Customer is the direct or indirect recipient of software and related technical data which may be classified according to the U.S. Commerce Control List (CCL) as eligible for export under license exception "Technology and Software Under Restriction" (TSR) to all destinations except those listed below. Customer agrees not to download, export or reexport the software or related technical data, or any copy or adaptation, or any direct product based on the software or technical data, without proper U.S. government authorization, to destinations not eligible for exports under license exception TSR. Under current U.S. export regulations, the following countries are ineligible for exports under license exception TSR; this list is subject to change:

    Albania	Kazakhstan	Russia
    Armenia	Kyrgyzstan Republic	Sudan
    Azerbaijan	Laos	Syria
    Belarus	Latvia	Tajikistan
    Bulgaria	Libya	Turkmenistan
    Cambodia	Lithuania	Ukraine
    Cuba	Moldova	Uzbekistan
    Estonia	Mongolian People's Republic	Vietnam
    Georgia	North Korea
    Iran	People's Republic of China
    Iraq	Romania

14. Payment. Payment to Telcordia shall be in United States dollars, and made either using valid credit card information or established Billing Agreement Number that is provided electronically using this Site, or if a transaction is completed manually, via Purchase Order, Wire Transfer, check or draft. In the event of manual completion, Customer will not be authorized to access product, service or software until Purchase Order has been established, check or draft has cleared, and full payment has been received.
15. Taxes. Customer shall pay or reimburse Telcordia 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 Telcordia) in connection with this Agreement. If Telcordia is required to collect a tax to be paid by Customer, Customer shall pay this tax on demand. If Customer fails to pay these taxes, duties or levies, Customer shall pay all reasonable expenses incurred by Telcordia, including reasonable attorney's fees, to collect such taxes, duties or levies.
16. General. This License Agreement shall be construed, interpreted and governed by the laws of the State of New Jersey without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in the State of New Jersey,USA.
17. Survival. The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability, indemnification and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect.
18. ENTIRE AGREEMENT. The Agreement consisting of these Terms and Conditions, Privacy Policy and the Terms of Use of the AETG Site constitute the entire Agreement between the parties about its subject. It incorporates and supersedes all written and oral communications about its subject. It may only be changed or supplemented by a written amendment signed by the authorized representatives of the parties. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties.

END OF TERMS AND CONDITIONS