TERMS OF USE

Introduction

THIS WEB SITE IS PROVIDED BY EXFO SERVICE ASSURANCE, INC ("EXFO"). USE OF THIS WEB SITE (THE "WEB SITE") IS CONDITIONED ON AND SUBJECT TO YOUR AGREEING TO THE TERMS AND CONDITIONS SET FORTH HEREIN (THE "TERMS OF USE"). PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE. THE WEB SITE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE WEB SITE, AND OTHER RELATED ITEMS DEFINED BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEB SITE. BY ACCESSING OR USING THE WEB SITE, YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT ("YOU" OR "YOUR") SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE.

Scope of Terms of Use

These Terms of Use govern Your use of the Web Site and all applications, software, information, data and services (collectively, "Products & Services") available via the Web Site.

Modifications

EXFO may revise and update these Terms of Use at any time, at its sole discretion. Your continued usage of the Web Site after any changes to these Terms of Use will mean You accept those changes. Any aspect of the Web Site may be changed, supplemented, deleted or updated without notice at the sole discretion of EXFO. EXFO may establish or change, at any time, general practices and limits concerning other EXFO products and services in its sole discretion.

EXFO Service Assurance Privacy Policy

EXFO Service Assurance is committed to preserving your right to privacy when you visit our TestYourVoIP. Web site.

In general, you can visit our site without divulging any personal information about yourself or your organization. However, there are areas of this site that do require this information, and then we may request information such as your name, street address, e-mail address, or broadband provider. These areas may not be available to those choosing not to reveal the information requested. In addition, EXFO Service Assurance may use this information for other business purposes, such as alerting you to products and services that can assist you in your business or your selection and use of VoIP services.

Some pages on this site use "cookies," which are small data files that the site may place on your system for identification purposes. These files are used for site registration and customization the next time you visit us. Your Web browser may allow you to be notified when you are receiving a cookie, giving you the choice to accept it or not. By not accepting cookies, some pages may not fully function and you may not be able to access certain information on this site.

EXFO Service Assurance also tracks domain and test result information of visitors to this site to collect statistics on its Web site traffic for usage, trend analysis and performance monitoring purposes. Unless you register an account on this site, we do not link your Internet address to anything identifiable to you as an individual.

EXFO Service Assurance reserves the right to change, modify, or update this statement at any time without notice.

License and Ownership

Any and all intellectual property rights ("Intellectual Property") associated with the Web Site and its contents (the "Content") are the sole property of EXFO, its affiliates or third parties. The Content is protected by copyright and other laws in both the United States and other countries. Elements of the Web Site are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Web Site are trademarks, service marks or trade dress (collectively, the "Marks") of EXFO, its affiliates or other entities that have granted EXFO the right and license to use such Marks. Such Marks may not be used or interfered with in any manner without the express written consent of EXFO. Except as otherwise expressly authorized by these Terms of Use, You may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way without EXFO's or the appropriate third party's prior written permission. Except as expressly provided herein, EXFO does not grant to You any express or implied rights to EXFO's or any third party's Intellectual Property. EXFO grants You a limited, personal, nontransferable, nonsublicensable, revocable license to (a) access and use only the Web Site, Content and Products & Services only in the manner presented by EXFO, and (b) access and use the EXFO computer and network services offered within the Web Site (the "Brix Systems"), but only in the manner expressly permitted by EXFO, only for permitted uses of the Products & Services, and only for lawful purposes.

Except for this limited license, EXFO does not convey any interest in or to the Brix Systems, information or data available via the Brix Systems (the "Information"), Intellectual Property, Content, Products & Services, Web Site or any other EXFO property by permitting You to access the Web Site. Except to the extent required by law or as expressly provided herein, none of the Intellectual Property, Brix Systems, Content, Information, or Products & Services may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of EXFO. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the Intellectual Property, Brix Systems, Content, Information, or Products & Service in any way, unless expressly permitted to do so by EXFO.

NOTE THAT EXFO RECOGNIZES THAT THE WEB SITE IS ACCESSIBLE WORLDWIDE, AND DOES NOT REPRESENT HERE WITH RESPECT TO THE MARKS (OR OTHER INTELLECTUAL PROPERTY PROVIDED OR AVAILABLE VIA THE WEB SITE) THAT EXFO HAS TRADEMARK, TRADE DRESS, COPYRIGHT, OR OTHER FORMS OF REGISTRATION OR PROTECTION IN EVERY COUNTRY OR JURISDICTION WORLDWIDE — BUT EXFO DOES RESERVE THE MAXIMUM RIGHTS AVAILABLE TO IT WORLDWIDE AND IN EVERY COUNTRY AND JURISDICTION. IF YOU ARE UNCERTAIN OF WHETHER OR NOT YOUR ACTUAL OR PROPOSED USE OF ANY OF THE MARKS IS IN VIOLATION OF EXFO'S RIGHTS IN THE COUNTRY OR JURISDICTION OF SUCH USE, PLEASE CONTACT EXFO FOR CLARIFICATION.

Restrictions on Use of the Web Site

In addition to other restrictions set forth in these Terms of Use, You agree that:
(a) You shall not disguise the origin of information transmitted through the Web Site;
(b) You will not place false, misleading or unlawful information on the Web Site;
(c) You will not use or access any service, information, application or software available via the Web Site in a manner not expressly permitted by these Terms of Use and EXFO;
(d) You will not input or upload to the Web Site any information, data, programs, modules, or other material which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Web Site, Products & Services, Content or Information or that infringes the Intellectual Property (defined below) or other rights of EXFO or another;
(e) You may not use or access the Web Site or the Brix Systems, Content, Information or Products & Services in any way that, in EXFO's judgment, adversely affects the performance or function of the Brix Systems, Products & Services or the Web Site or interferes with the ability of authorized parties to access the Brix Systems, Products & Services or the Web Site; and
(f) You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of EXFO.

Disclaimer of Warranties

EXFO MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE WEB SITE, THE BRIX SYSTEMS, THE PRODUCTS & SERVICES, THE INFORMATION OR THE CONTENT — WHICH ARE EACH PROVIDED ON AN "AS IS" BASIS. THE USE OF SAME IS AT YOUR OWN RISK. EXFO, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXFO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF NON-INFRINGEMENT OF RIGHTS OF ANY PARTY. EXFO AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR PRODUCTS & SERVICES PROVIDED ON OR THROUGH THE USE OF THE WEB SITE OR THE BRIX SYSTEMS. NO CONTENT OR INFORMATION OBTAINED BY YOU FROM THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY EXFO IN THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE USING THIS WEB SITE AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

Limitation of Liability & Indemnification

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT EXFO IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, EXFO IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXFO, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, MULTIPLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE WEB SITE, THE BRIX SYSTEMS, INFORMATION, PRODUCTS & SERVICES OR THE CONTENT, OR OTHERWISE IN CONNECTION THEREWITH, WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXFO IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

EXFO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO EXFO IN CONNECTION WITH YOUR USE OF THE WEB SITE, THE BRIX SYSTEMS, INFORMATION, PRODUCTS & SERVICES OR THE CONTENT.

TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS EXFO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ANY OF ITS THIRD PARTY PROVIDERS, FROM AND AGAINST ANY AND ALL CLAIMS BY ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEB SITE, THE BRIX SYSTEMS, INFORMATION, PRODUCTS & SERVICES OR THE CONTENT.

Forward Looking Statements

Except for historical information contained herein, the statements made in this Web Site constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the intent, belief or current expectations of EXFO and its management regarding the company's strategic directions, prospects and future results. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements.

Jurisdiction

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE WEB SITE, THE BRIX SYSTEMS, INFORMATION, PRODUCTS & SERVICES AND CONTENT SHALL BE INSTITUTED IN A STATE OR FEDERAL COURT SITTING IN THE COMMONWEALTH OF MASSACHUSETTS, THE UNITED STATES OF AMERICA, AND YOU HEREBY EXPRESSLY SUBMIT TO THE EXCLUSIVE JURISDICTION THEREOF. AND YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO SUCH COURTS AS THE VENUE FOR AND THE JURISDICTION OF ANY SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEB SITE, THE BRIX SYSTEMS, INFORMATION, PRODUCTS & SERVICES AND/OR CONTENT MUST BE FILED WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EARLIEST EVENT (I.E., ACT OR OMISSION) GIVING RISE TO SUCH CLAIM OR CAUSE OF ACTION.

Governing Law and Language

To the fullest extent permitted by law, these Terms of Use are governed by the internal substantive laws of the Commonwealth of Massachusetts, U.S.A. excluding (i) Massachusetts conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the fullest extent permitted by law, the controlling language for these Terms of Use is English.

General

You may not assign to any other party or entity these Terms of Use or any of Your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Complete Agreement

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND EXFO, THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND EXFO WITH RESPECT TO THE USE OF THE WEB SITE, THE BRIX SYSTEMS, AND ANY SOFTWARE OR PRODUCT & SERVICE, INFORMATION AND CONTENT CONTAINED THEREIN, AND SUPERSEDES ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND ANY OTHER AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF. THIS AGREEMENT MAY ONLY BE AMENDED IN WRITING.

Termination

EXFO may terminate your access and use of the Web Site, Content, Information, Products & Services, and Brix Systems, and any licenses or other rights granted herein, at any time, without warning, at its sole discretion and without penalty or liability to You.