END USER LICENSE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING THIS SOFTWARE. VIACK CORPORATION ("VIACK") IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU AGREE AND ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND VIACK. BY CLICKING ON THE "I AGREE" AND "CONTINUE" BUTTONS OR OTHERWISE INDICATING YOUR ASSENT ELECTRONICALLY, OR BY INSTALLING THE SOFTWARE ON YOUR COMPUTER, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO EACH AND EVERY ONE OF THESE TERMS AND CONDITIONS, THEN CLICK ON THE "I DO NOT AGREE" OR "CANCEL" BUTTONS, MAKE NO FURTHER USE OF THE SOFTWARE AND RETURN TO VIACK ALL MATERIALS YOU HAVE RECEIVED AND/OR DOWNLOADED RELATING TO THE SOFTWARE.

1. Effective Date

The effective date of this Agreement is the date on which you download the VIACK Software.

2. Grant of License

a) Subject to your compliance with all of the terms and conditions of this Agreement, VIACK hereby grants to you a personal, non-exclusive, non-transferable license to use the VIACK Software ("Software") during the term of this Agreement. The terms of this License will govern all updates, revisions and upgrades to the Software, unless such update, revision or upgrade is accompanied by a new license agreement in which case the terms of that agreement will govern.

b) The license granted by VIACK is restricted to your use only on the computer equipment onto which the Software is downloaded.

c) The license granted by this Agreement also includes (i) the right to make for archival purposes only one copy of the Software in machine readable form without omitting or modifying any copyright, ownership or confidentiality notices inserted in, or affixed to, the Software; and (ii) the right to use the Software on a network, provided that you have a licensed copy of the Software for each computer that can access the Software over that network.

d) You may not use or allow access to the Software by or for third parties as a timesharing service or in a service bureau environment.

e) You may not sell, rent, loan or otherwise encumber or transfer the Software or any copies thereof, in whole or in part, to any third party.

f) You may not decompile, disassemble or reverse engineer the Software or permit any third party to do so.

g) You may not use or copy the Software in any manner not expressly authorized by the terms and conditions in this Agreement. The Software enables access to and is intended for use only in connection with the secure, online meeting and collaboration and other services offered by VIACK ("Service"). In some cases, your use of the Service may require you to accept additional terms and conditions. If additional terms and conditions of service are required, they will be presented to you for acceptance before you will be able to utilize such services.

h) Incorporated into the Software licensed to you is certain third party software not authored and/or owned by VIACK. You obtain no rights in this third party software except to the limited extent necessary to use this third party software as part of and in connection with your authorized use of VIACK's Software. The third party software subject to this provision is: AES encryption algorithm source code, Boost regex library, Microsoft Platform SDK, GNU Glib, UC Berkeley video compression (H.261 algorithm), Vovida SIP protocol stack and Zlib compression library H.264 JM coder/decoder, Spirit RealDuplex AEC (collectively, the "Third Party Software").

i) THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

3. License Fees

There is no fee for downloading the Software. However, you will be responsible for all license and/or usage fees that may be applicable with respect to your use of the Software in connection with the VIACK Services to which you have subscribed.

In addition to all other fees, you will be responsible for and shall reimburse VIACK for any and all taxes attributable to this Agreement including any sales, use, value added, VAT, excise, or similar taxes, but excluding taxes based on VIACK's income.

4. Limited Warranties

a) Commencing upon the date that you have downloaded the Software, and for a period of thirty (30) days thereafter ("Warranty Period"), VIACK warrants the following:

1. that the media (tape, CD ROM, or other transport mechanism) upon which the Software is provided, if any, shall be free of defects in materials and workmanship;

2. that VIACK has taken commercially reasonable precautions to ensure that the Software, as delivered, does not contain any virus that will erase or otherwise harm the Software, your hardware, or your data, other hardware or other software, other than as described in the related documentation;

3. that the Software, as delivered, shall perform substantially in accordance with, and shall substantially conform to, the related documentation.

b) If any of the warranties set forth in subsection 4(a) above are breached during the Warranty Period, VIACK shall, at its option and at the request of and at no expense to you, either (i) remedy such non-conformity or replace such non-conforming Software with an equivalent conforming software of equal performance, characteristic and quality; or (ii) refund to you the fees you paid for the non-conforming Software (following which you shall cease all use thereof). The foregoing shall be your exclusive and sole remedy for a breach of the warranties during the Warranty Period.

c) Notwithstanding the foregoing, VIACK makes no warranties and has no responsibility to ensure:

1. that the Software will meet your requirements;

2. that the Software will operate without interruption;

3. that the Software will be error-free or bug-free;

4. that any changes you make to the Software without VIACK's consent will not cause defects, errors or non-conformities of any kind;

5. that your use of the Software in any manner not expressly authorized by this Agreement will not cause damage to you or your computer, network, data, other hardware or other software.

6. that your failure to download and install any upgrades, new releases, modifications, patches, or the like, provided by VIACK during the Term will not cause damage to you or your computer, network, data, other hardware or other software, or cause a disruption in service and/or your ability to use the Software.

d) You agree that you shall have the sole responsibility for protecting your data and files used in connection with the Software. VIACK expressly recommends that you use only data and files for which you have appropriate backup copies.

5. DISCLAIMER OF WARRANTIES

THE FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES OF VIACK RELATING TO THE SOFTWARE. VIACK MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, DATA INTEGRITY AND SECURITY AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SOME JURISDICTIONS DO NOT PERMIT AN EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CONSUMER RIGHTS THAT WOULD OTHERWISE APPLY, SO THIS DISCLAIMER MAY NOT APPLY, IN WHOLE OR IN PART, TO YOU.

6. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VIACK BE LIABLE TO USER FOR DAMAGES EXCEEDING THE TOTAL AMOUNT PAID BY YOU TO VIACK WITHIN THE PREVIOUS ONE (1) MONTH. IN NO EVENT SHALL VIACK BE LIABLE TO YOU FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST DATA, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. THIS LIMITATION APPLIES EVEN IF VIACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

7. Acceptable Use of the Software

You will use the Software and Service only for lawful and acceptable purposes. Unacceptable uses include without limitation:

(i) engaging in, planning or communicating in furtherance of any illegal activity;

(ii) disseminating or transmitting statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;

(iii) uploading, posting, copying, streaming, creating, displaying, disseminating, distributing or transmitting files, graphics, software or other material that contains, consists of, is protected by, and/or actually or potentially infringes upon the copyright, trademark, patent, trade secret, publicity, privacy or other intellectual property rights of another person, unless the User has the proper authority to do so;

(iv) creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication or data transmission;

(v) exporting, re-exporting or permitting the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions;

(vi) interfering with, disrupting or attempting to gain unauthorized access to accounts of other VIACK customers or to any computer network;

(vii) disseminating or transmitting viruses, worms, Trojan horses, spyware, time bombs, cancelbots or any other malicious or invasive code, script or program;

(viii) engaging in, planning or communicating in furtherance of any acts of terrorism;

(ix) engaging in any act or attempt to probe, scan or test the vulnerability of any computer, system or network;

(x) engaging in any act or attempt to breach, circumvent or otherwise avoid security or authentication measures used to protect any file, computer, system, or network; (xi) sending, initiating or attempting to send or to initiate unsolicited commercial messages to another person, whether or not such messages otherwise comply with applicable federal and state laws;

(xi) engaging in any act or attempt to jam, flood, overload or otherwise disable the website, software and/or the services provided by VIACK; or

(xii) engaging in any other activity deemed by VIACK to be in conflict with the spirit or intent of this site.

8. Instant Messaging and Instant Messaging Archiving

VIACK makes Instant Messaging ("IM") available for your use as part of the Software and Service. IM are communications between you and another user, not communications between you and VIACK. VIACK clients have the option to set up their account to provide for Instant Messaging Archiving ("IMA"). If you or a party with whom you are corresponding via IM has set up its account to enable IMA, then the account holder(s) may automatically and/or selectively archive its IM communications. Archived IM communications are stored on VIACK's servers in an encrypted format. The party archiving the IM communications may then later access all archived IM. VIACK does NOT have access to the content of messages in these IM archives, and does not monitor, access, review, or use the IM or archived IM communications of its clients, and does not share IM or archived IM communications of its clients with third parties.

Although VIACK takes reasonable steps, through the use of security software and protocols, to ensure that IM and IMA are secure, it is technologically impossible to guarantee that information transmitted via IM or IMA will never be accessed by unauthorized persons. You are hereby advised that you can opt out of having your IM archived by another party without your consent ONLY by not using IM or by receiving assurance from the party with whom you are corresponding via IM that he or she does not have IMA enabled.

ALL USERS OF IM AND/OR IMA, INCLUDING USERS REGULATED BY THE GRAMM LEACH BLILEY ACT, THE SARBANES-OXLEY ACT, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, THE USA PATRIOT ACT, AND/OR THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT, USE IM AND/OR IMA SOLELY IN THEIR OWN DISCRETION AND AT THEIR OWN RISK AND TAKE FULL AND SOLE RESPONSIBILITY FOR COMPLYING WITH ANY APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO THE ONES JUST MENTIONED. VIACK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WHATSOEVER THAT MAY RESULT DIRECTLY OR INDIRECTLY FROM YOUR USE OF IM AND/OR IMA.

9. Technical Requirements

In order to utilize the Software, your computer will need to meet certain minimum technical requirements. Please refer to the VIACK website for a list of the current requirements.

10. Ownership

With the exception of the Third Party Software, all ownership rights in and to the Software and related documentation, including ownership of any copyright rights and other intellectual property rights thereto, belong exclusively to VIACK, and you shall acquire no rights to the Software or documentation beyond the license granted herein. VIACK shall also own exclusively all such rights in all upgrades, new releases, modifications, patches or similar changes made to the Software and offered by VIACK, and upon your downloading and/or installing such upgrades, new releases, modifications, patches or similar changes, they will be considered as part of the Software as defined in the Agreement and subject to all of the terms and conditions of this Agreement.

11. Support

VIACK may provide you with support services related to the Software ("Support Services"). Use of the Support Services is governed by the VIACK policies and programs described in the documentation, in on-line documentation, including the VIACK website and/or other materials provided to you by VIACK. With respect to any information that you may provide to VIACK as part of the Support Services, or related to your use of the Software, VIACK may use such information for its internal business purposes, including but not limited to for product support and development. VIACK, however, will not publish any technical or other personal information in a form that would personally identify you.

12. United States Government End Users

This Software and the related documentation are "Commercial Items", as that term is defined in 48 C.F.R. section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. sections 252.227-7014(a)(1) and 252.227-7014(a) (5), and used in 48 C.F.R. sections 12.212 and 227.7202, as applicable. Consistent with 48 C.F.R. sections 12.212 and 227.7202, as applicable, when the Software and related documentation are downloaded for or on behalf of the United States Government, or any of its agencies and/or instrumentalities, VIACK licenses only those rights as granted to all other end users, according to the terms and conditions contained in this Agreement. The manufacturer is VIACK Corporation, 14811 N. Kierland Blvd, Suite 100, Scottsdale, AZ, 85254.

13. Export Controls.

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations and not to export, re-export or import the VIACK software except as authorized by United States law, including but not limited to the Export Administration Act and the Arms Export Control Act, and, if applicable, the laws of any other jurisdiction in which the VIACK software is obtained. In particular, but without limitation, the VIACK software may not be downloaded by or exported or re-exported to (a) any U.S. embargoed countries or countries designated by the U.S. to have supported international terrorism (including Cuba, Iran, Libya, North Korea, Sudan and Syria), (b) any resident or national of a U.S. Embargoed Country or terrorist supporting country, or (c) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

14. Term and Termination

a) The term (the "Term") of this Agreement shall begin as of the Effective Date and (unless otherwise terminated in accordance with the provisions hereof) shall continue thereafter for an initial period of thirty (30) days. Thereafter this Agreement shall automatically continue for renewal periods of thirty (30) days unless and until terminated by either party by written notice to the other at least two (2) business days prior to the end of the Term.

b) Waiver of Rights under Section 5-903(b) of GOL. To the extent it would otherwise apply, the parties hereby expressly agree to waive application of Section 5-903(b) of the NY General Obligation Law, which provides:

"No provision of a contract for service, maintenance or repair to or for any real or personal property which states that the term of the contract shall be deemed renewed for a specified additional period unless the person receiving the service, maintenance or repair gives notice to the person furnishing such contract service, maintenance or repair of his intention to terminate the contract at the expiration of such term, shall be enforceable against the person receiving the service, maintenance or repair, unless the person furnishing the service, maintenance or repair, at least fifteen days and not more than thirty days previous to the time specified for serving such notice upon him, shall give to the person receiving the service, maintenance or repair written notice, served personally or by certified mail, calling the attention of that person to the existence of such provision in the contract."

d) You may terminate this entire Agreement, with or without cause, upon giving two (2) business days prior written notice to VIACK. VIACK may terminate this entire Agreement, with or without cause, upon giving two (2) business days prior written notice to you.

e) If either party becomes insolvent or makes an assignment for the benefit of creditors or ceases to do business (without a successor), or if any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or other law for the relief of debtors is instituted by or against such party (which, if involuntary, are not dismissed within ninety (90) days), then the other party may, at its option, terminate this Agreement by giving written notice to such party.

f) Upon termination of this Agreement, you shall immediately:

1. Discontinue all use of the Software;

2. Deliver to VIACK all Software then in your possession or control, together with all copies thereof;

3. Erase or destroy any of the Software contained in the computer memory or data storage apparatus under your control;

4. Remove the Software from any software in your possession or control that incorporates or uses the Software in whole or in part; and

5. Certify in writing to VIACK within ten (10) days after termination that you have taken all actions set forth above.

6. Pay any and all outstanding fees that are due to VIACK.

15. Force Majeure

VIACK shall not be liable for delays or failure in performance caused by acts of God, natural disaster, terrorist acts, civil disturbance, war, fire, earthquakes, changes in law, regulation or government policy, or any other similar factor beyond the control of the parties, whether or not foreseeable.

16. Assignment

You may not assign any of your rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of VIACK, except in connection with a reorganization, merger, consolidation, acquisition or other restructuring involving all or substantially all of your voting securities and/or assets. Any assignee under this Section shall be bound by and subject to all terms and conditions of this Agreement.

17. Severability

In the event that any one or more of the provisions obtained in this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable provision or provisions had never been contained herein.

18. Notices

All notices required under this Agreement shall be in writing and delivered by facsimile, hand-delivery, overnight delivery or the United States Postal Service and shall be effective only upon receipt by the intended recipient. For purposes of this Agreement, VIACK shall provide notice to you at the most recent address that you have provided to VIACK in writing. You shall provide notice to VIACK at: VIACK Corporation, 14811 N. Kierland Blvd., Suite 100, Scottsdale, AZ 85254. Notice by electronic mail is expressly precluded.

19. Waivers

VIACK's failure or delay to exercise any right, remedy, power or privilege hereunder shall not constitute a waiver thereof. A waiver, to be effective, must be in writing and must be signed by VIACK. A written waiver of a default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

20. Survival The following provisions shall survive any expiration or termination of this Agreement: Sections 4, 5, 6, 8, 10, 14(f), 15, 17 and 22.

21. Further Assurances

Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other party during the term of this Agreement at such other party's request and expense to effectuate the terms and conditions of this Agreement.

22. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona, USA, without regard to any conflict of law principles that might call for a different result. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs in any action or proceeding which arises out of or relates to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply and is expressly excluded.

23. Arbitration

All disputes relating to or arising out of this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The parties are not required, however, to use the AAA to administer the arbitration procedure and may instead jointly agree to submit the dispute to a mutually agreeable arbitrator, if the parties are unable to agree upon a single arbitrator, to a panel of three arbitrators. In such case, each party may select one arbitrator, and the two selected arbitrators will choose the third, who will serve as the presiding arbitrator in the action. The location of the arbitration shall be in Phoenix, Arizona.

24. Entire Agreement

EXCEPT AS EXPRESSLY DESCRIBED HEREIN, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL SUPERSEDE ALL PREVIOUS NEGOTIATIONS, COMMITMENTS AND WRITINGS. THIS AGREEMENT MAY NOT BE RELEASED, DISCHARGED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY A DULY AUTHORIZED SIGNING OFFICER OF EACH OF THE PARTIES. BY CLICKING ON THE "I AGREE" AND "CONTINUE" BUTTONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

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