USER SOFTWARE LICENSE AGREEMENT

inSORS Reference: USLA - August 2006

© 2001-2006 inSORS

IMPORTANT--READ CAREFULLY: This User Software License Agreement ("Agreement") is a legal contract between (1) both you and your business entity (Licensee) and (2) inSORS Integrated Communications, Inc., a Delaware Corporation (Licensor).

If you (Licensee) accept this Agreement, you will receive a limited license for the inSORS “Licensed Software.” The Licensed Software allows you to engage in collaboration sessions.

BY CLICKING THE [ACCEPTED] ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE, AND EXIT NOW. You and your business entity will not be charged for your copy of the Licensed Software if you do not download it.

INTRODUCTION

Licensee desires to acquire from Licensor, and Licensor desires to grant to Licensee, a non-exclusive, non-transferable license to utilize certain Licensed Software on the terms and subject to the conditions set forth in this Agreement.

In consideration of the mutual promises and covenants set forth in this Agreement and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are mutually acknowledged by each Party, the Parties agree as follows:

LICENSE TERMS

1. Generally

Following acceptance of this Agreement, you may install and execute use one copy of the Licensed Software for use on your personal computer or other computer for which you are responsible.

You may install the single copy on one hard disk or other storage device for one computer, and you may access and use the Licensed Software at that location. You may make a second copy (or the minimum number required by law) for use exclusively as a backup, archival copy.

Licensor and Licensee have reached agreement as to payment terms, as set out in an associated Purchase Order or Invoice. The Purchase Order or Invoice is an integral part of this Agreement. A Licensee shall pay to Licensor the fees set forth in the relevant Purchase Order or Invoice within thirty days after the Effective Date of this Agreement.

2. Termination and Deactivation

Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such an event: you must destroy all copies of the Licensed Software and Licensed Material and all of their component parts, and the Licensed Software may be deactivated or otherwise disabled, with or without notice. If the Licensed Software is deactivated or otherwise disabled, you will lose the ability to utilize the Licensed Software.

3. Definitions and Interpretation

In this Agreement, the words and expressions set out below shall have the following meanings.

“Anniversary Date” means the date one year after the initial acceptance of the User Software License Agreement by Licensee.

"Business Day" means any day, other than a Saturday, Sunday, or U.S. public holiday, that commercial banks in Chicago, Illinois, are open for business.

"Competitor of Licensor" means any corporation, partnership, business unit, person or other entity that develops, markets, sells or imports collaboration software.

"Confidential Information" means all information (whether in written, oral, electronic or other format) that relates to the technical, financial and business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how and personnel of each Party which is disclosed to, or otherwise ascertained by, the other Party (whether directly or indirectly) in connection with this Agreement and that should reasonably have been understood by the recipient, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be confidential.

“Effective Date” means the date of the initial acceptance of the User Software License Agreement by Licensee.

“Initial Period of Maintenance” means the time from the Effective date to the earlier of (1) one year following the Effective Date or (2) termination of the Agreement.

"Intellectual Property Right" means all rights in inventions, patents, trademarks, designs, copyrights, know-how, and confidential information, including trade secrets, and moral rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world.

"Licensed Material" means any and all user and programmer material, including documentation in hard copy and electronic format (if available), provided by Licensor to assist Licensee in the understanding, application, maintenance, or use of the Licensed Software.

"Licensed Software" means any and all computer programs, in machine-readable object code, that are delivered or deliverable by Licensor to Licensee pursuant to this Agreement. This Agreement creates no obligation on the part of Licensor to provide Updates. Nonetheless, in the event that Updates are provided, such Updates shall constitute "Licensed Software" for purposes of this Agreement and shall be subject to all the terms and conditions of this Agreement.

“Licensee Improvement” means any change to or modification of the Licensed Software (including, by way of example, a derivative work based upon the Licensed Software), or any method or apparatus (whether patentable or not) that (1) necessarily relies upon the Licensed Software, or a derivation thereof and (2) is conceived, made, discovered, written or created by Licensee or its agents, whether alone or jointly with someone else. A Licensee Improvement shall not include any change to or modification of the Licensed software, or any method or apparatus, that was developed by Licensee or its agents prior to the Effective Date of this Agreement or that was wholly developed by a third party.

"Maintenance Services" means those services provided by Licensor for the Licensed Software, as described within the Maintenance Policy found at http://www.insors.com/support/downloads/Maintenance_Policy.pdf. As set forth in section 2.4, the Maintenance Policy may be changed or retracted without advance notice,

“Period of Maintenance" means the time during which Licensor will supply Maintenance Services to Licensee. As long as the Agreement has not been terminated, the Period of Maintenance shall extent at least until the Anniversary Date. Thereafter, assuming that Licensee has timely renewed the Maintenance Services Agreement and paid the amount charged by Licensor for further Maintenance Services, the Period of Maintenance shall continue. In all events, the Period of Maintenance shall end upon the termination of the Agreement.

"Update" means a revised version, or subset, of the Licensed Software containing one or more corrections, upgrades, modifications, fixes, patches, or enhancements.

Unless otherwise specified, words importing the singular include the plural, words importing any gender include every gender, words importing persons include bodies corporate and unincorporated, and references to the whole include the part; and in each case vice versa.

4. License Grants

Subject to the terms and conditions of this Agreement, with effect from the Effective Date of this Agreement, Licensor grants to such Licensee, for the term of this Agreement, a nonexclusive, world-wide license: (1) to use the Licensed Software, in machine-readable object code only, solely for Licensee's internal business purposes; and (2) to use the Licensed Material solely for Licensee's internal business purposes.

Nothing in this Agreement shall be construed to grant to Licensee any right, title, ownership or license in the Licensed Software or Licensed Materials, except as expressly set out in this Agreement. The Parties agree that Licensor, and its licensors (if any) will retain all right, title, interest and ownership in and to the Licensed Software and Licensed Materials and any copies, improvements, derivations and Updates thereof,

Licensee hereby agrees to, and does, grant to Licensor a fully paid and royalty-free, non-exclusive, irrevocable, worldwide license on any and all Licensee Improvements conceived, made, discovered, written or created during the time that Licensor owns intellectual property rights covering all or part of the Licensed Software (including, by way of example, a patent or copyright) such that Licensor has the right to exclude others from using the Licensed Software Licensee agrees promptly to disclose to Licensor all Licensee Improvements. Licensor shall have the unrestricted right to sublicense Licensee Improvements for all uses with no further obligation to Licensee.

5. Confidentiality

Each Party agrees as to any Confidential Information disclosed by one Party (the "Discloser") to the other Party to this Agreement (the "Recipient"):

• to take such steps, including the adoption and enforcement of internal policies, procedures and monitoring mechanisms, as are necessary, to protect the Discloser’s Confidential Information from unauthorized use, reproduction or disclosure;
• to use such Confidential Information only for the purposes of the Agreement or as otherwise expressly permitted by this Agreement;
• not to copy the Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as required in connection with Recipient's use of the Licensed Software or Licensed Material pursuant to this Agreement;
• not to disclose, transfer, publish or otherwise communicate the Confidential Information in any manner to any person, except as permitted under this Agreement.

The Parties acknowledge that the Licensed Software contains Confidential Information of Licensor, regardless of whether or not any portion thereof is the subject of a patent or copyright. Licensee shall maintain the Licensed Software and Licensed Material, and any portion thereof, in strictest confidence and shall not permit such information to be communicated, directly or indirectly, to any third party.

In particular, Licensee shall not take the following actions, nor allow others to take such actions: modify, translate, reverse engineer, decompile or disassemble the Licensed Software, or make any copies of the Licensed Software or Licensed Material, other than to the extent Licensor is required by law to permit Licensee to do so; or allow a Competitor of Licensor to have access, directly or indirectly, to the source code or object code for the Licensed Software. The Parties acknowledge that any of such actions would result in substantial, immediate, irreparable harm to Licensor. If such actions are taken, Licensee shall be liable for any and all resulting damages, concluding consequential damages, incurred by Licensor.

All Confidential Information, in tangible or electronic form, under the control of the Recipient shall be destroyed, erased or returned to the Discloser promptly upon the earlier of: the written request of the Discloser; or the termination of this Agreement.

The restrictions of this section shall not apply to Confidential Information that:

• is or becomes generally available to the public through no breach of this Agreement by the Recipient;
• was in the Recipient's possession, free of any obligation of confidence, prior to the time of receipt of it by the Recipient hereunder;
• is developed by the Recipient independently of any of Discloser's Confidential Information;
• is rightfully obtained by the Recipient from third parties authorized at that time to make such disclosure without restriction;
• is required to be disclosed by law, governmental regulation or Court Order, provided that the Recipient gives prompt, written notice to the Discloser of such legal and regulatory requirement to disclose so as to provide the Discloser reasonable opportunity to contest such disclosure.

For the avoidance of doubt, the Parties explicitly agree that the provisions of this section shall survive any termination of this Agreement.

Except for the fact that Licensor and Licensee have entered into this Agreement for the Licensed Software or as otherwise provided by the Agreement, the provisions of this Agreement are and shall remain Confidential Information of both Parties.

6. LIMITATIONS ON LIABILITY AND DISCLAIMERS OF WARRANTIES

REGARDLESS OF WHETHER ANY REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, LICENSEE AGREES THAT NEITHER LICENSOR NOR ITS LICENSORS SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR OTHERWISE REQUIRED BY LAW: LICENSOR PROVIDES NO WARRANTIES TO LICENSEE, EITHER EXPRESS OR IMPLIED; LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, SPECIFIC OR OTHERWISE, OR OF NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; AND DISCLAIMS ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

FOR THE AVOIDANCE OF DOUBT, LICENSEE SHALL MAKE NO CLAIM AGAINST LICENSOR ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.

LICENSEE ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY VERIFIED THAT THE LICENSED SOFTWARE IS APPROPRIATE FOR THE PURPOSES FOR WHICH LICENSEE INTENDS TO USE THE LICENSED SOFTWARE, AND THAT LICENSEE DID NOT RELY UPON ANY SKILL OR JUDGMENT OF LICENSOR IN SUCH SELECTION. LICENSEE ASSUMES THE ENTIRE RISK RELATED TO THE USE OF THE LICENSED SOFTWARE. LICENSEE UNDERSTANDS AND AGREES THAT THE LICENSED SOFTWARE (AND ANY LICENSOR-SUPPLIED HARDWARE) HAS NOT BEEN TESTED FOR, NOR HAS LICENSOR CERTIFIED ANY PRODUCTS OR SERVICES FOR USE IN, HIGH RISK APPLICATIONS.

FOR THE AVOIDANCE OF DOUBT, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE MAINTENCES SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY RELATING OR OF ANY CONSEQUENCES THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY SERVICES OR RECOMMENDATION LICENSOR MAY PROVIDE.

THE LICENSED SOFTWARE MAY RUN ON THIRD-PARTY HARDWARE, IN MULTI-LICENSOR ENVIRONMENTS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE CAPACITY OF THE THIRD-PARTY-SUPPLIED HARDWARE WILL SUPPORT ALL FUTURE FEATURES OF UPDATES OR THAT ALL UPDATES WILL BE COMPATIBLE WITH THE THIRD-PARTY-SUPPLIED HARDWARE.

THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES THEREUNDER (REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER THE ACTION IS IN CONTRACT (INCLUDING WARRANTY) OR IN TORT (INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS)) SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT. SUCH LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES FOR: BODILY INJURY (INCLUDING DEATH), DAMAGE TO REAL PROPERTY AND TANGIBLE PERSONAL PROPERTY, OR FRAUDULENT CONDUCT.

THE PROVISIONS OF THIS SECTION STATE THE EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE.

Some states or jurisdictions may not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties, so the above limitations may not apply to you.

7. Maintenance Services

For the Initial Period of Maintenance, Licensor will provide Maintenance Services to License at no charge in addition to the license fees for the Licensed Software, plus any further charges that Licensee may have accrued.

During the Period of Maintenance, Licensor may send to Licensee a Notification of when Period of Maintenance for the Licensed Software is scheduled to expire (“Expiration Date.”) The Notification may be sent approximately 90 days prior to the Expiration Date. Licensee shall respond within 14 days only if Licensee does not want Licensor to continue providing Maintenance Services after the Expiration Date. Absent such a response by Licensee, Licensor will send an invoice to Licensee for the Maintenance Fees due for the continuation of the Maintenance Services. Provided that this Agreement has not been terminated and the amount invoiced by Licensor for the Maintenance Services has been paid, Licensor will continue to provide Maintenance Services to Licensee.

8. Force Majuere

None of the Parties shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results from causes outside the reasonable control of the party. Such causes shall include, without limitation, Acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, terrorist actions, freight embargoes, civil commotions, or the like.

9. Independent Contractor

Nothing in this Agreement shall be construed as establishing or implying any agency, partnership or joint venture between the Parties. Nothing in this Agreement shall be deemed to constitute any Party as the agent of any other Party or authorizes either Party (i) to incur any expenses on behalf of the other Party, (ii) to enter into any engagement or make any representation or warranty on behalf of the other Party, (iii) to pledge the credit of or otherwise bind or oblige the other Party, or (iv) to commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent.

10. Notices

Any notice or other document which may be given by either Party under this Agreement shall be given in writing in person or by pre-paid postal service or by facsimile transmission. Any such notice or other document for Licensor shall be addressed to Licensor at the following address:

inSORS Integrated Communications, Inc.

111 West Jackson Boulevard

Suite 1412

Chicago, IL 60604 USA

Tel: (312) 786-9169

Fax: (312) 786-9139

Contact: President or Chief Executive Officer

Any such notice or other document shall be deemed to have been given to the other Party when delivered (if delivered in person or if sent by fax) if delivered between the hours of 9.00 a.m. and 5.00 p.m. on a Business Day (and further provided that any fax is accompanied by a confirmation of transmission), or on the next Business Day thereafter if delivered outside such hours, and five Business Days from the date of posting, if sent by first class mail.

Either Party to this Agreement may change its contact information for notification purposes by giving the other reasonable prior written notice of the new information and its effective date.

11. Severability and Waiver

If any provision of this Agreement, or any part thereof, shall be found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the illegality, invalidity or unenforceability of such provision or part provision shall not affect the other provisions of this Agreement or the remainder of the provisions in question, which shall remain in full force and effect. Each invalid, illegal or unenforceable provision shall be treated by any such court or administrative body as modified to the least extent necessary to rectify its invalidity, illegality or unenforceability and achieve, to the greatest extent possible, the economic, legal and commercial objectives of the illegal, invalid or unenforceable provision. Each such invalid, illegal or unenforceable provision shall be enforced as so modified.

No failure to exercise or enforce and no delay in exercising or enforcing on the part of either Party to this Agreement of any right, remedy or provision of this Agreement shall operate as a waiver of such right, remedy or provision. No single or partial exercise or enforcement of any right, remedy or provision shall preclude any other or further exercise or enforcement of such right, remedy or provision or the exercise or enforcement of any other right, remedy or provision.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the Parties hereto with respect to the subject matter hereof.

13. Survivability

For the avoidance of doubt, the following sections shall survive termination or expiry of this Agreement: Definitions (section 3), Confidentiality (section 5), Limitations on Liability and Disclaimers of Warranties (section 6), Notices (section 10), Severability and Waiver (section 11), Entire Agreement (section 12), and Dispute Resolution (section 14).

14. Dispute Resolution

Any controversy or claim arising out of, relating to or connected with this Agreement or the breach hereof must be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration under this Agreement must be administered exclusively by the Chicago Regional Office of the American Arbitration Association, or, in the event that office is unable to act, by the closest available regional office to Chicago, Illinois. The arbitration must be held in Cook County, Illinois. This provision for arbitration shall be specifically enforceable by the Parties and, except as otherwise provided by applicable law, the decision of the arbitrator(s) in accordance herewith shall be final and binding. The arbitrator(s) shall have the power to issue and grant permanent injunctive relief and other equitable orders and remedies. To the extent authorized by applicable law or rule, any such arbitration shall be conducted in confidence and in accordance with the confidentiality provisions of this Agreement. Each Party shall pay its own expenses of arbitration(s) and the expenses of the arbitrator shall be equally shared, subject to reimbursement to the prevailing party as described above.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws principles thereof. To the extent that this Agreement contemplates and permits a Party to bring an action in court of competent jurisdiction, the Parties agree to submit irrevocably to the state and federal courts located in Cook County, Illinois, and that such courts shall be the venue of choice in any such proceedings.

The Parties agree that in the event of any suit or proceeding brought by one Party against the other, the Party prevailing therein shall be entitled to payment from the other Party hereto of its reasonable counsel fees and disbursements in an amount judicially determined.

Nothing shall prevent a Party from applying to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of the arbitrator(s).

[ACCEPTED] [CLICK HERE TO DECLINE AND EXIT]