1. GRANT OF LICENSE. CFN grants Customer a non-exclusive, non-assignable right for each employee or consultant of the Customer who has been designated and paid for by the Customer (“Authorized User”) to access and use the FiberSource^® application, data, and services. This grant is subject to the terms of this Agreement and is limited to use in the United States. Unless otherwise expressly provided in this Agreement the Customer shall not:

(a) Allow multiple users to share an Authorized User’s assigned user ID and password;

(b) Whether directly or indirectly, reproduce, modify, adapt, or translate the FiberSource^® application, data, or any portion thereof;

(c) Whether directly or indirectly, sell, lease, sublicense, distribute, or otherwise provide to any person the FiberSource^® application, data, user ID, password, or any portion thereof;

(d) Disassemble, decompile, or reverse engineer the FiberSource^® application or any portion thereof;

(e) Cause or permit any employee, consultant, contractor, officer, member, partner, director or other affiliated Party of the customer other than an Authorized User to access the FiberSource^® application, data, services, or any portion thereof.

2. FEES AND PAYMENT. Customer acknowledges that CFN is granting a license for; and providing use of the FiberSource^® application, data, and services on a subscription basis, due and payable on a monthly basis in advance. Customer shall make all payments due in United States dollars within fifteen (15) calendar days of the invoice due date. Any amounts due under this Agreement not received by the invoice due date, in addition to other remedies available hereunder, are subject to a late payment charge of the lesser of 1.5% per month or the highest rate legally permissible.

3. OWNERSHIP OF PROPERTY. CFN shall retain all right, title and interest in the FiberSource^® application and data, including all intellectual property rights relating thereto, and any modification or upgrade thereof. Except as expressly provided for in this Agreement, the Customer shall not be entitled to any direct or indirect ownership interest or license rights in any product, including but not limited to data or databases, enhancement, modification, development created by or on behalf of Customer or acquired by Customer from any third Party, or in any output produced by CFN, related to the FiberSource^® application, data or any modification or update thereof. Any inventions, ideas, methods, techniques, concepts, know-how, software or other intellectual property rights, including but not limited to data or databases, created, developed or arising in connection with the installation, operation, maintenance, modification or testing of the FiberSource^® application or the provision of the services shall be the sole property of CFN and/or its third Party suppliers. The Customer may not remove any proprietary notice of CFN from any copy of the FiberSource^® application or data.

4. INTELLECTUAL PROPERTY RIGHTS. CFN shall retain all copyright, patent, trade secret and other intellectual property rights in the FiberSource^® application, data, and services, and any rights it may have in anything created or developed by or for Customer under this Agreement ("Work Product"). CFN grants Customer a nonexclusive license to use the Work Product on a perpetual basis. Customer may not transfer any rights in Work Product to another person or company except as set forth in section 15(a) below. The Customer will not, nor will it encourage or assist a third Party to:

(a) register or attempt to register copyright in, or to register as a trademark, service mark, design patent or industrial design any portion of, the FiberSource^® application, data, or derivations or adaptations thereof;

(b) register or attempt to register any work, symbol or design which is confusingly similar to any Marks or so similar thereto as to suggest association with or sponsorship by CFN.

(c) challenge the validity or ownership of any patent, copyright, trademark, registration or other intellectual property right of CFN or its affiliates or suppliers respecting the FiberSource^® application and data.

5. USE OF CFN MARKS. The Customer acknowledges that CFN is the exclusive owner of its trade names, logos, trademarks and service marks (“Marks”) now or in the future owned or licensed by CFN or its affiliates respecting the FiberSource^® application, data and services, including, without restriction, FiberSource^® and FiberMAP^®. The Customer shall not be entitled to use any of the Marks or create or use any composite mark involving a Mark without the prior written approval of CFN, which may be granted or withheld by CFN in its sole discretion.

6. REPRESENTATIONS AND WARRANTIES. The Customer and CFN both represent and warrant that each has the right to provide the other with any information and data provided in connection with the FiberSource^® application, and that possession and use of such information and data will not constitute a violation of any statute or legal requirement, or an infringement upon any patent, copyright, trade secret or other intellectual property rights of any third Party.

7. NO IMPLIED WARRANTIES. The information and data provided to the Customer through the Customer’s use of the FiberSource^® application, data, and services has been prepared and compiled in part by third Parties. CFN and its third Party suppliers do not independently verify the accuracy and completeness of such information and data nor do they warrant that the FiberSource^® application, data, and services will be error-free or satisfy all the requirements of the Customer. Except as expressly stated in this Agreement, CFN and its third Party suppliers make no representations or warranties of any kind whatever, express or implied, statutory or otherwise respecting the FiberSource^® application, data, services, or any component thereof including, without limitation, implied warranties or conditions of merchantable quality, durability or fitness for a particular purpose. The Customer accepts the information and data on an “as is” basis and CFN neither assumes nor accepts any liability, including liability in negligence or negligent misstatement, to the Customer for any inaccuracy or incompleteness in such information or data. CFN shall have no obligation to update or correct data incorporated into the FiberSource^® application, data, and services except as expressly provided herein.

8. INFRINGEMENT ACTION. In the event an infringement claim is made against the Customer in connection with the Customer’s use of the FiberSource^® application, data, or services:

(a) CFN shall have sole conduct of all proceedings and negotiations connected with such infringement or alleged infringement;

(b) The Customer shall promptly notify CFN of the claim and will not make any admission regarding the claim without the prior written approval of CFN;

(c) The Customer will provide CFN with all reasonable assistance and authority in connection with all proceedings and negotiations connected with the infringement or alleged infringement; and

(d) CFN may, at its sole option and expense: (i) obtain for the Customer the right to continue using the FiberSource^® application, data, and services; or (ii) replace or modify the FiberSource^® application, data, and services so that the Customer’s use is non-infringing, provided that such replaced or modified product provides performance equivalent to the FiberSource^® application, data, and services, in which case the Customer shall have no right to exercise the default remedies provided under this Agreement.

9. CONFIDENTIALITY AND NON-DISCLOSURE. CFN and the Customer have executed a Non-disclosure Agreement, Confidentiality Agreement, or similar Agreement; (“NDA”) attached hereto and made part hereof by reference. The Parties agree that the terms wherein shall apply to any disclosure made hereunder and remain in full effect throughout the term of this Agreement. Subject to the foregoing, the Customer acknowledges that all information and data, in whatever form, disclosed to or acquired by the Customer related to the FiberSource^® application, data, and services, or otherwise under this Agreement, is and shall continue to be the exclusive property of CFN and its third Party suppliers and is proprietary and constitutes a trade secret of CFN and its third Party suppliers. The Customer shall hold all such information and data in confidence and shall not disclose such information and data to any person except as provided for under the NDA between the Parties.

10. INDEMNIFICATION. Each Party shall indemnify and save harmless the other against all liabilities, obligations, costs, expenses, damages and claims incurred or suffered by the Party in connection with a breach of this Agreement by its employees and consultants, except to the extent that such liabilities, obligations, costs, expenses, damages and claims are caused by the negligence of the other Party, its employees or consultants.

11. LIMITATIONS OF LIABILITY. CFN and its third Party suppliers shall not be liable to the Customer in connection for any damages, injuries, losses or costs, notwithstanding CFN's notice of the same, arising out of or caused by any single event or series of events relating to the accessing or use of the FiberSource^® application, data, and services. In no event will CFN or its third Party suppliers be liable for any special, incidental, indirect or consequential loss or damage including, but not limited to, lost profits, lost business revenue, lost or damaged data, failure to realize expected savings or other commercial or economic loss of any kind, even if CFN or its third Party suppliers have been advised of the possibility of these losses or damages, and regardless of the form of action, whether in contract or in tort including negligence or based upon any other legal or equitable principle. CFN’s aggregate liability, whether in tort, contract or otherwise; and notwithstanding any fault, negligence or strict liability of CFN, with regard to this Agreement shall in no event, exceed the amount paid by the Customer to CFN for the FiberSource^® application, data, and services pursuant to this Agreement.