Terms of Use and Disclaimers


IMPORTANT: ACCESS AND USE OF EXFO WEBSITES IS SUBJECT TO COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE.

By (i) clicking on/checking the “I agree” button/box when registering to and/or accessing any protected EXFO Website; (ii) clicking on/checking the “I agree” button/box when registering for and/or accessing any document, file or program on any EXFO Website that requires registration; or (iii) by using any publicly available EXFO website, You accept the aforementioned terms and conditions.

This is a legal agreement (“Agreement”) between You and EXFO Inc. and its subsidiaries (collectively referred to as “EXFO”), for the use of EXFO protected and publicly available websites (collectively “EXFO Websites”) and for the use of any document, information, material, file, application or program made available to You, by EXFO on any EXFO Website (hereinafter referred to as “Documentation”) . “You”, “Your” or any other similar words refer to the individual who utilizes the EXFO Websites. If You are an individual utilizing the EXFO Websites on behalf of an entity, then “You” refers to such entity. If You do not agree to the foregoing Agreement, (i) click on the “Cancel” button, if You are on a protected EXFO Website; (ii) click on the “Cancel” button, if You are registering or accessing Documentation; or (iii) exit and do not use the content of the Website, if You are on a publicly available EXFO Website. You agree that this Agreement can be amended at any time solely by EXFO. You should not assume that the content of the EXFO Websites or the Documentation will be error-free, timely, accurate, complete or that the EXFO Websites or Documentation will operate without interruption. You understand and agree that if You (i) use the publicly available EXFO Website after the date on which this Agreement has been amended; or (ii) if You click the “I agree” button listing the amended terms of this Agreement on the protected EXFO Website or Documentation, You shall be bound by such amendments. You acknowledge and agree that the content of the EXFO Website may be changed, removed or updated without notice.

Intellectual Property

All information or content included on any of EXFO Websites are protected under copyrights laws of Canada and/other countries. You agree that in no circumstances You will use the EXFO Websites or the content of the EXFO Websites or any portion thereof, in any manner that may infringe any proprietary or intellectual property rights or interests that EXFO, or any third party, may have. Any printed copies and any other reproduction of web pages of the EXFO Websites must retain, without modification, all copyright, trademark and other proprietary notices. EXFO agrees to provide You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the EXFO Websites. This license is for the sole purpose of permitting You to use and enjoy the benefit of the EXFO Websites and/or the Documentation, in accordance with this Agreement. You shall be entitled to copy the Documentation included in the EXFO Websites for Your personal use; however, unless otherwise expressly permitted by EXFO, You shall have no right to (i) republish the Documentation; (ii) create derivative works from the Documentation; (iii) use the Documentation in order to construct a database of any kind; or (iv) practice excessive downloading on EXFO Websites (including namely the use of spider, robot or other automatic devices, software programs or manual processes to monitor or copy the content of EXFO Websites). All information, material or documents You contribute to or post on any of the EXFO Websites shall be the sole property of EXFO. You hereby acknowledge and agree to assign all of Your intellectual property rights in favor of EXFO and waive all Your moral rights with respect to any information, material or document that You contribute to or post on any of the EXFO Websites. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO OTHER RIGHTS OR LICENSES UNDER EXFO’S INTELLECTUAL PROPERTY RIGHTS ARE GRANTED OR IMPLIED, INCLUDING THE RIGHT TO USE ANY OF EXFO’s TRADEMARKS, TRADE NAMES, LOGOS, DOMAIN NAMES, AND OTHER DESTINCTIVE BRAND FEATURES.

Security

You are solely responsible for implementing safeguards to protect the security of Your data and system when You use the EXFO Websites and their content. It is up to You to take precautions to ensure that whatever You or the user selects for its use is free of such items such as viruses, worms, Trojan horses and other items of a destructive nature. In no event will EXFO be responsible or liable to You or any user for damages caused by such security breaches and You are solely and fully responsible for any and all consequences, however remote, resulting from the access to and use of such EXFO Websites.

Links and Software Links

Links (including hyperlinks) to other websites from any of the EXFO Websites are for Your convenience only. No endorsements of any third party product, services or information is expressed or implied by EXFO. Links to downloadable software sites, if any, are for Your convenience only and EXFO is not responsible or liable for any difficulty or consequences associated with downloading such software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software. You acknowledge and agree that EXFO is not liable for any loss or damage which may be incurred by You as a result of the availability of those external websites or software, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or software.

Linking to EXFO Websites

In the event that You wish to republish on Your website a document posted on a publicly accessible EXFO Website, You shall republish such a document by posting a link to EXFO’s Website in accordance with the terms of this section. Unless otherwise set forth in a written agreement between You and EXFO, in the event that You wish to post a link or any other method of redirecting users to the EXFO Websites on a website, You agree that such links shall be in accordance with the following: (i) the appearance of the link must not damage or dilute the goodwill associated with EXFO; (ii) the link must point to a webpage of a publicly accessible EXFO Website and not to a protected EXFO Website; (iii) the appearance, position and other attributes of the link may not create the false appearance that Your organization or entity is sponsored by, affiliated to or associated with EXFO unless You actually are, and in such an event, the appearance, position and other attributes of the link must not confuse users as to Your actual relationship with EXFO; (iv) when selected by a user, the link must display the EXFO Website on full screen and not within a “frame” on the linking website; and (v) EXFO reserves the right to request the removal or change of the link at any time in its sole discretion. You acknowledge and agree that it is expressly forbidden to post a link to the protected EXFO Websites without EXFO’s prior written consent.

Passwords and Account Security

You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access the protected EXFO Websites if such access is provided to You. Accordingly, You agree that You will be solely responsible to EXFO for all activities that occur under Your account. If You become aware of any unauthorized use of Your password or of Your account, You agree to notify EXFO immediately at www.EXFO.com.

Privacy

To provide our full range of products and services, we may collect the personal information (such as Your name, email address and an account password) You provide when registering for a protected EXFO Website or when registering for the access to a Document that requires registration. We may collect any information that You provide when accessing or using a protected EXFO Website or Documentation that requires registration and combine the information You submit with other information kept by EXFO. When You access the protected EXFO Websites or Documentation, our servers automatically record information that You submit. These server logs may include information such as Your request and the result of Your request, Internet Protocol address and the date and time of Your request. When You send an email or other communications to EXFO, we may retain those communications in order to process Your inquiries, respond to Your requests and improve our services. You acknowledge and agree that EXFO may use the information collected and EXFO may provide the information collected to its sales partners for use on EXFO’s behalf. EXFO and its sales partners may use such information namely for the purpose of contacting You with respect to EXFO’s products and services.

Confidentiality on Protected EXFO Websites

If You obtain access to a protected EXFO Website, You will have access to and be made aware of certain information about EXFO which is non-public, confidential and/or proprietary in nature (“Confidential Information”). You shall only furnish Confidential Information to Your legal, financial or technical advisors and to Your employees who need to know the Confidential Information for the purpose of Your business relationship with EXFO (the term “You” shall include Your advisors and employees hereafter) and who agree to receive the Confidential Information under terms at least as restrictive as those specified in this Agreement. You shall keep the Confidential Information confidential and shall not, without EXFO’s prior written consent, disclose in any manner whatsoever, in whole or in part, the Confidential Information and shall not use the Confidential Information other than for the purpose of Your business relationship with EXFO. All copies of the Confidential Information will be returned to EXFO immediately upon request. In the event that You become legally compelled to disclose any of the Confidential Information, You will provide EXFO with a prompt notice in order that EXFO may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such a protective order or other remedy is not obtained, or that compliance herewith is waived, only that portion of the Confidential Information that is legally required (as determined by the written opinion of counsel addressed to both parties) will be furnished, and You shall exercise Your best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information furnished. You acknowledge and consent that any breach of the foregoing would cause EXFO immediate and irreparable harm for which payment of money would not adequately compensate EXFO. Therefore, EXFO shall be entitled to, in addition, any other remedies available by law or in equity, injunctive relief for any such breach without proof of actual damages or the posting of bond or other security.

Violation of the Agreement

You acknowledge that and agree to EXFO’s sole discretion, for any reason whatsoever, including where EXFO believes that Your conduct, violates or is inconsistent with this Agreement or violates any rights of EXFO and without prior notice, EXFO may suspend, terminate or block access from a particular internet address to the EXFO Websites or exercise any other remedies available at law and in equity.

No Liability and Disclaimers

ACCESS TO AND USE OF THE EXFO WEBSITES AND THEIR CONTENT IS PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE EXFO WEBSITES AND THEIR CONTENT IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS STATED IN THESE TERMS OF USE, EXFO AND ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS OR THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXFO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE ACCURACY, RELIABILITY, ACCESSIBILITY, COMPLETENESS OR USEFULNESS OF THE EXFO WEBSITES OR THEIR CONTENT. IN NO EVENT SHALL EXFO BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OR INABILITY TO USE ANY EXFO WEBSITES, THE CONTENT PROVIDED THROUGH THE EXFO WEBSITES, OR FOR ANY INFORMATION OR RELIANCE ON INFORMATION CONTAINED ON THE EXFO WEBSITES.

General Legal Terms

With the exception of any other express written agreement between You and EXFO, the Agreement constitutes the whole legal agreement between You and EXFO and governs Your use of the EXFO Websites. You agree that if EXFO does not exercise or enforce any legal rights or remedy which EXFO is entitled to under this Agreement or other applicable law, such action or inaction shall not be considered as a formal waiver of EXFO’s rights. In the event that any provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall nonetheless be enforceable according to their terms. In the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended. The EXFO Websites and this Agreement will be governed by and construed by in accordance with the laws of the Province of Quebec Canada and the laws of Canada applicable therein. All disputes, controversies or claims arising out of or in connection with the EXFO Websites shall be submitted to and be subject to the exclusive jurisdiction of the courts of the judicial district of Quebec, province of Quebec, Canada. Notwithstanding this, You agree that EXFO shall still be allowed to apply for injunctive remedies (or equivalent type or urgent legal relief) in any jurisdiction under the laws of such jurisdiction.

Forward-Looking Statements

EXFO Websites and the content of such websites may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, and we intend that such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements are statements other than historical information or statements of current condition. Words such as may, will, expect, believe, anticipate, intend, could, estimate, continue, or the negative or comparable terminology are intended to identify forward-looking statements. In addition, statements that refer to expectations, projections or other characterizations of future events and circumstances are considered as forward-looking statements. They are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in forward-looking statements due to various factors including consolidation in the global telecommunications test, measurement and service assurance industry; capital spending levels in the telecommunications, life sciences and high-precision assembly sectors; concentration of sales; fluctuating exchange rates and our ability to execute in these uncertain conditions; the effects of the additional actions we have taken in response to such economic uncertainty (including our ability to quickly adapt cost structures with anticipated levels of business, ability to manage inventory levels with market demand); market acceptance of our new products and other upcoming products; limited visibility with regards to customer orders and the timing of such orders; our ability to successfully integrate our acquired and to-be-acquired businesses; our ability to successfully expand international operations; the retention of key technical and management personnel; and future economic, competitive, financial and market conditions, including a slow-down or recession in the global economy. Assumptions relating to the foregoing involve judgments and risks, all of which are difficult or impossible to predict and many of which are beyond our control. Other risk factors that may affect our future performance and operations are detailed in our Annual Report, on Form 20-F, and our other filings with the U.S. Securities and Exchange Commission and Canadian securities commissions. We believe that the expectations reflected in the forward-looking statements are reasonable based on information currently available to us, but we cannot assure You that the expectations will prove to have been correct. Accordingly, You should not place undue reliance on these forward-looking statements. These statements speak only as of the date of the documents. Unless required by law or applicable regulations, we undertake no obligation to revise or update any of them to reflect events or circumstances that occur after the date of this document.

EXFO