SOFTWARE LICENSING AGREEMENT
========================================================================

Company Name:
________________________________________________________________________


Address/City/State/Zip:
________________________________________________________________________ 


Country: 
________________________________________________________________________


= About I6NET =
I6NET Solutions and Technologies is a European company dedicated to research and development of telecommunications and Internet technology. We are advanced services experts in voice and video interactivity in line with the latest evolution in telephony: Voice over IP.

Main/Sales office quarters:
C/ Magallanes 13 – 5º Izq 28015 Madrid (Spain)
VAT Number ES-B83388306 - See more information: www.i6net.com

= Preamble =
This Agreement is between I6NET Solutions and Technologies, Limited by and through (“I6NET”) and the Client named above (“CLIENT”) and establishes the terms and conditions CLIENT's online voice applications using the I6NET VXI* platform business development.


= Definitions =
When used in this Agreement, the capitalized terms listed in this section shall have the following meanings:

'''Contract: '''
The set of contractual documents drafted in descending order of importance, the present terms and conditions, any particular conditions, and the purchase order.

'''Client: '''
Physical person, or corporation, who is a signatory of the purchase order and party to the contract.

'''Website''':
The set of data necessary for the publication and exchange of information on the Internet associated with one or more domain names.

'''Internet:'''
Network of several interconnected servers situated in various geographic places throughout the world.

'''MediaServer:'''
Set of equipment intended for the implementation of the functions necessary for the publication, maintenance, and online activation of the client's voice and video services.

'''Addendum:'''
Means a written addendum to this Agreement, executed by both parties and specifically referencing this Agreement, that describes Software to be licensed or Services to be purchased by CLIENT under this Agreement and the applicable fees therefore.

'''Documentation:'''
Means I6NET standard written material in machine readable or printed form that describes the design, functions, operation, or use of the Software, which may be updated by I6NET from time to time.

'''Executable Code:'''
Means the fully compiled binary version of a software program that can be executed by a computer and used by an end user without further compilation.

'''Fees:''' 
Means the fees set forth in the applicable chapter. 

'''Services:'''
Means maintenance and support or professional services to be purchased by CLIENT hereunder, which are specified in the applicable chapter. 

'''Software:'''
Means the I6NET software including Development Software and any Embedded Software.

'''Source Code:'''
Means the human-readable version of a software program that can be compiled into Executable Code. 


= Description of the software =
The I6NET's solution includes a comprehensive set of voice platforms and components, based on the VoiceXML standard, designed to enable CLIENT to create personalized voice and video applications. Such tools and features include, but are not limited to, the following:


* I6NET's VXI* + development tools
* Technical documentation 
* Engineering support
* DTMF / Speech Recognition
* guaranteed build-process for patches within a day (possibly 2 days)

= Licenses =
License Grant. Subject to the terms and conditions of this Agreement (including CLIENT’s obligation to pay the Fees), I6NET grants to CLIENT worldwide a non-exclusive, non-transferable, non-assignable license: 


(a) to install and execute the Software (in Executable Code form) solely for CLIENT’s internal business purposes; 


(b) to install, execute, and reproduce the Development Software (in Executable Code form) solely for CLIENT’s internal use, for the purpose of linking or embedding the Embedded Software with or into a CLIENT Product; 


License Restrictions. CLIENT agrees that: (a) CLIENT will not use, copy, or distribute the Software except as expressly allowed and CLIENT will not use or distribute the Software in a manner that exceeds or violates the License Parameters or other limitations set forth in this Agreement or the applicable Addendum; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code for any Software that is not provided by I6NET to CLIENT in Source Code form under this Agreement; 

CLIENT further agrees not to remove or obscure any copyright, or proprietary rights notices on any such copies or which is displayed by the Software; 

Open Source Software. Certain items of independent code that are included with the Software here under are subject to open source licenses (“Open Source Software”). This Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits CLIENT’s rights under, or grants CLIENT rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts CLIENT’s right to copy, modify, and distribute such Open Software.


= Technical Support =
The client can access technical support by telephone during business hours (Monday – Friday 9.00am – 6.00 pm; normal phone rates apply) or by email, from Monday to Friday except holidays, through the dedicated technical support at support@i6net.com, or at any other email / URL that I6NET substitutes for it. I6NET will respond to the support requests within 4 business hours after receiving it, and will provide a workaround within the next 2 business day. Final fix shall be provided within 5 business days after I6NET was informed about the support incident.

This technical support cannot cover assistance for development or debugging of hardware supplied by the client, who is assumed to have the necessary knowledge. This type of support may be covered by a separate contract.

However, I6NET agrees to do its best to take into account any reported incidents, and as far as possible to provide a suitable response.


= Modifications =
The specific conditions, the agreement and the purchase order, take precedence over the printed version of the specific conditions, the agreement and the purchase order.


Any modification of terms and conditions or specific conditions will be announced by an e-mail to CLIENT 90 days in advance. In this case, CLIENT may cancel the present contract ipso jure within 30 days from the date that such modifications go into application by sending a registered letter with an acknowledgment of receipt.


= Duration and Termination =
The term of this Agreement will commence on the Effective Date and will continue for a period of one (1) year thereafter. The Agreement will be extended automatically on a one (1) year basis unless it is terminated by either party 90 days in advance of the expiration date. 

Termination for cause. I6NET may terminate this Agreement, effective immediately upon written notice to Client, if (a) client breaches any provision in Section LICENSES and does not cure the breach within thirty (30) days after receiving written notice thereof from I6NET, (b) CLIENT fails to pay any portion of the Fees when due under this Agreement within thirty (30) days after receiving written notice from I6NET that payment is due or (c) CLIENT breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from I6NET. CLIENT may terminate this Agreement, effective immediately upon written notice to I6NET, if I6NET breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from CLIENT.

Either party commits an act of bankruptcy, becomes insolvent, enters into any arrangement for the benefit of its creditors or goes into liquidation or winding-up receivership proceedings, which arrangements and/or proceedings have not been dismissed or canceled within a thirty (30) day period. 

The rights of termination herein granted are absolute and the parties acknowledge that each has considered the term of this Agreement and the termination provisions in making expenditures of money and time in preparing for the performance of this Agreement, and further the possible loss or damage on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, property improvements, or commitments in connection with the good will or business of I6NET or otherwise, resulting in the termination thereof.


Terminations must be effected in writing in order to be valid. 


Effects of Termination. All orders documented to have been received by CLIENT within 3 months following the expiration of this Agreement must be fulfilled by CLIENT. Upon termination or expiration of this Agreement for any reason, any amounts owed by one party to the other party under this Agreement before such termination or expiration will be immediately due and payable. CLIENT is entitled to use the then-current version of the Software in existence as of the last day of this Agreement, solely as necessary to enable CLIENT to continue to provide the Software to existing ports, as long as CLIENT has paid the fees for existing ports. 

To the extent required under this Agreement, Updates/patches will be provided by I6NET for at least two (2) years after termination (unless I6NET terminated for cause) and otherwise continues to comply with the terms and conditions of this Agreement. 


= Fees =
VXI* License per port100 euros / port


CLIENT agrees to pay 20% annual maintenance / support fee on the paid license fee.


= Payments =
CLIENT agrees to pay by IBAN banking wire. CLIENT agrees to provide updated account banking information as may be requested in case his wire is being declined. CLIENT understands that non-payment will result in automatic "hold" on his account. During the hold period the systems could be not accessible. The account will be "reactivated" after payment in full is received.


= Late Payment =
CLIENT agrees to pay a one time penalty of 6% of the amount due plus 10 euros per month for delayed payments.


= Warranties  =
Performance. During the term of this Agreement after initial delivery of the Software to CLIENT (the “Software Warranty Period”), I6NET warrants that the Software, when used as permitted under this Agreement and in accordance with the instructions in the Documentation (including use on a computer hardware and operating system platform supported by I6NET), will operate substantially as described in the Documentation. I6NET does not warrant that the CLIENT’s use of the Software will be error-free or uninterrupted. I6NET will, at its own expense correct any reproducible error in the Software reported to I6NET by CLIENT during the Software Warranty Period. Any such error correction provided to CLIENT will not extend the original Software Warranty Period. In the event, defects are not remedied in a reasonable period of time as set forth in the Service Level Agreement, which shall be attached to this Agreement as Amendment, CLIENT may have the right, at CLIENT’s sole discretion and expense, to remedy the defects under usage of the source code delivered by I6NET. If I6NET is in default of the remediation of a material defect, CLIENT may, after the fruitless expiration of a reasonable grace period, terminate the Agreement for cause.

I6NET will have no obligation under the foregoing warranty to the extent any defect or nonconformity results from: (a) negligence, accident, misuse, or abuse of the Software; (b) use of the Software other than in accordance with the Documentation and this Agreement; or (c) modifications, alterations or repairs to the Software. 

I6NET warrants that the Software in its unmodified form as delivered to CLIENT by I6NET is free from any viruses and spy programs. 

Disclaimers. To the maximum extent permitted by law, the express warranties in this section are in lieu of all other warranties, whether express, implied, or statutory, regarding the Software and Services, including any warranties of merchantability, fitness for a particular purpose, title, interference with CLIENT’s quiet enjoyment, and non-infringement of third-party rights; except for the express warranties stated in this section the Software and Services are provided “As Is” with all faults , and the entire risk as to satisfactory quality, accuracy, and effort is with CLIENT. CLIENT acknowledges and agrees that it has not relied on any oral or written information or advice, whether given by I6NET, dealers, distributors, agents or employees. 


= Limitation of Liability  =
Subject to the limitations set forth below, I6NET will only be liable for gross negligence, injuries to life, body or health, or violation of an essential contractual obligation in this Agreement. Such liability will be limited to direct and typically foreseeable damages. In no event, regardless of its cause in law, will I6NET be liable for any consequential (including futile expenses, e.g. for advertising), indirect, exemplary, special or incidental damages, including any lost data and including any costs for third parties, arising from or relating to the Software, Services or this Agreement even if I6NET has been advised of the possibility of such damages. CLIENT acknowledges that the Fees reflect the allocation of risk set forth in this Agreement and that I6NET would not enter into this Agreement without these limitations on its liability. 


= No solicitation =
Both parties agree not to approach other parties employees with proposals to hire them as his own employees or contractors. If one of the parties were to hire any of the other parties employees, parties agrees to pay for each employee thus hired the greater amount of: three years salary for that employee as respective party is to pay such employee or EUR 200 000.


= No Third Party Beneficiaries =
Nothing contained in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parties hereto, to any person or entity other than such parties, unless so stated to the contrary.


= Excused Performances =
I6NET shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Services, resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labor disputes and disturbances, fire, transportation contingencies, shortages of facilities, fuel, energy, labor or materials, or laws, regulations, acts or order of any government agency or official thereof, other catastrophes, or any other circumstances beyond I6NET's reasonable control. In the event of any such delay or failure, performance of the Services shall be deferred to a date and time mutually agreeable by the parties.


= Intellectual Property Rights =
I6NET concedes to CLIENT, the non-exclusive right to use the software supplied for the duration of the contract, and for the entire world. CLIENT agrees not to copy, translate, modify, correct, improve, adapt, decompile through reverse engineering, create derived works of this software, and more generally, the client agrees to refrain from any infringement of the intellectual property rights of the publishers or of I6NET for these applications.


CLIENT acquires no intellectual property rights to the databases of I6NET, or its brands, concepts, screens, graphics, or its look and feel. 


CLIENT agrees to respect the terms and conditions for the use of the third-party applications made available by I6NET for the duration of the contract. The terms and conditions of use of these third-party applications are available from the publishers or from I6NET on request.


= Use of your Name =
I6NET may reference CLIENT's business name and business relationship with I6NET in marketing materials used by I6NET.


= Waivers =
All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.


= Severability =
If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


= Confidentiality =
For the duration of the contract and following its expiration, each of the parties should consider as confidential the information, documents, systems, know-how, forms or any other data coming from the other party of which either party could have been aware of at the time of execution of the contract, and should not divulge it to any other third party, or use it outside of the requirements of the contract.


Neither party will disclose any terms of this Agreement to anyone other than its affiliates, attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law, (b) pursuant to a mutually agreeable press release, or (c) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a reasonable confidentiality agreement covering such terms


= Cooperation with Public Authorities =
I6NET reserves the right to cooperate in conformity to the law, with the authorities who may carry out verifications related to content or services accessible via the Internet or related to illegal activities engaged in by a user.


In point of fact, I6NET is not subject to a general obligation to monitor the information which its stores, nor to seek out facts or circumstances relevant to illicit activities. However, I6NET may proceed to inform the competent public authorities of illicit activities or information which it becomes aware of through the normal exercise of its business. I6NET is obliged, nevertheless, to retain and conserve data, which may enable the identification of any person having contributed to the creation of content or services for which I6NET provides the storage, or having had access to it.


= Assignment =
CLIENT is not authorized to assign, transfer, delegate or license the rights or obligations designated in the contract, under any form whatsoever, to another company, except with the prior written permission of I6NET.


The contract can be transferred by I6NET at any moment to another company of its choice. I6NET will inform CLIENT of this transfer via email 90 days in advance, or any other way which I6NET may substitute for it. 


= Claims =
Any claims within the framework of this contract must be formulated in writing and transmitted:


* either by fax to: +34 913624098 Attn: customer service;
* or by postal mail to: Support Service I6NET, calle Magallanes 13 28015 Madrid (Spain);
* or by e-mail to: info@i6net.com (include "claim" in the subject line).

= Miscellaneous =
The invalidity of one of the clauses of the hosting contract, particularly due to application of a law or regulation or following a judgment pronounced by a competent jurisdiction, does not imply the invalidity of the other clauses of the hosting contract, which retain their full effect and scope.


= Law and Jurisdiction =
This Agreement shall be governed by and construed according to the Spanish laws, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent court for Madrid (Spain), and each of the parties hereby submits irrevocably to the jurisdiction of such court.


Any dispute arising under this Agreement shall be resolved in good faith by the parties, including by escalating the dispute to the Vice-Presidential level and a face to face meeting, if it has not been resolved within thirty (30) days. Should the parties not be capable of resolving the dispute after thirty (30) days, either party may submit the dispute to binding arbitration under International Chamber of Commerce (“ICC”) rules before a sole arbitrator chosen by the parties. 


= Construction =
The parties negotiated this Agreement with the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to”.


= Escrow =
The parties agree to sign an ESCROW agreement. The CLIENT shall have access to the source code when the following scenarios apply: a) I6NET files for bancrupcy b) I6NET decides not to continue developing the described solution (one year without new release) c) I6NET fails to fix critical bugs in the solution, whereby CLIENT has to give I6NET 2 months to fix. The CLIENT shall provide an ESCROW agent, and I6NET shall not reasonably deny acceptance of the agent, or shall provide another certified agent.


= Force Majeure =
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.


= Entire Agreement =
This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by CLIENT to I6NET will have no effect.


This agreement has been drawn up in two identical duplicates, of which each party receives one.


Last revised: January 1th 2012


CLIENT

Company:       ___________________________________

Signed:  _________________________________________

Print Name: ______________________________________

Title:   _________________________________________

Date:    _________________________________________


I6NET


Signed:  _________________________________________

Print Name: ______________________________________

Title:   _________________________________________

Date:    _________________________________________