End-User License Agreement

Please read this agreement carefully before using the "SIPnode". By installing and using our software, you acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. This SIPnode Light End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity known as "Customer") and MEGATRON Communications Inc. ("MEGATRON") of Toronto, ON CANADA, which owns proprietary computer software (collectively known as "SIPnode", "SIPnode Light" or "Software" and composed by "Freeware Features"). By installing, copying, or otherwise using the Software or any Software Updates, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to the terms of this Agreement, do not install, copy, or use the Software, including all Software Updates that Customer received as part of the Software (each, an "Update"). By installing, copying, or otherwise using an Update, Customer agrees to be bound by the additional license terms that accompany such Update. If Customer does not agree to the terms of the additional license terms that accompany the Update, disregard the Update and the additional license terms that accompany the Update. In this event, Customer's rights to use the Software shall continue to be governed by the then-existing Agreement. 1. Software Product Description a. "SIPnode Light" is a software product designed to connect Voice over Internet Protocol (VOIP) SIP-enable devices such as IP phones, VOIP Analog Telephone Adapters (ATAs), USB phones, soft phones, etc. SIPnode is used by FVN Alliance network (http://www.FVN-net.org); therefore, each new VoIP device connected to SIPnode must be registered in FVN network. The FVN network registration is free. SIPnode has a distinctive ability to route calls between VoIP connected devices within LAN network or between LAN and WAN networks. Please note that SIPnode will NOT work with VoIP devices which use H323 protocol. b. "SIPnode Light" is a freeware software and it can be downloaded ONLY from http://www.MEGATRONnetworks.com or other website officially authorized by MEGATRON. Download of this software does not require payment for usage of the software license. Each user must register before downloading this software using MEGATRON website. The use of this software by unregistered users will be considered illegal. c. "SIPnode" is a commercial version of "SIPnode Light". Commercial SIPnode license allows Customer to utilize this product commercially; therefore charging Customer's end users for VoIP services. Commercial SIPnode comes with standard radius interface allowing connecting to almost any standard billing platform. MEGATRON also distributes hosted and standalone billing platforms compatible with SIPnode. Customer must purchase commercial SIPnode license from MEGATRON in order to use billing platforms. 2. Copyright All title and copyrights in and to the Software (including but not limited to any software components, product documentation and associated media, sample files, extension files, tools and utilities, miscellaneous technical information, collectively referred to herein as the "Software"), and any copies of the Software, are owned by MEGATRON. The Software is protected by US and Canadian copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, except that Customer may either (i) make one copy of the Software solely for backup or archival purposes, provided Customer reproduces and includes MEGATRON's copyright and trademark notices contained on the original disk labels on such backup copy, or (ii) (ii) transfer the Software to a hard disk, provided Customer keeps the original solely for backup and archival purposes. The Software is licensed, not sold. 3. Grant of License for "SIPnode Light" a. MEGATRON grants Customer an unlimited license to use the Freeware Features of the Software. The install packages created using the Freeware Features can be used in ONLY non-commercial purpose. b. MEGATRON grants Customer non-commercial rights to use this software. Customer can use this software ONLY to establish VoIP calls between SIPnode end users or FVN network participants for non-commercial purposes. Under NO circumstances, Customer may collect money or other form of compensation from FVN network participants or any end users connected though any SIPnode. c. MEGATRON grants Customer a non-exclusive license to use the SIPnode Light computer software. Beyond the right to use the Software, this license also entitles the Customer to product upgrades. d. SIPnode Light and terms of this End User Agreement shall be deemed accepted by Customer after it is downloaded from MEGATRON website. e. With a commercial version of SIPnode Customer can freely use external billing platform and collect money or other form of compensation from any end users connected though any SIPnode. 4. Other Restrictions a. The Software is the sole and exclusive property of MEGATRON, including all applicable rights to patents, copyrights, trademarks and trade secrets and is provided for Customer's exclusive use for the purposes of this Agreement and will be held in confidence. b. Customer will not remove any designation mark from any supplied material that identifies such material as belonging to or developed by MEGATRON. Customer agrees not to disassemble, decompile, reverse engineer or otherwise reduce the Software to perceptible form. c. Customer may NOT rent, lease, or sub license the Software. d. Customer may not install and run the Software from a network server, or use the Software on different computers, unless the user on all computers is the same. e. Customer may permanently transfer all of Customer's rights under this Agreement, provided Customer retains no copies, Customer transfers all of the Software (including all component parts, the media and printed materials, any upgrades, and this Agreement), Customer provides MEGATRON notice of Customer's name, company, and address and the name, company, and address of the person to whom Customer is transferring the rights granted herein, and the recipient agrees to the terms of this Agreement and pays to MEGATRON a transfer fee in an amount to be determined by MEGATRON and in effect at the time in question. If the Software is an upgrade, any transfer must include all prior versions of the Software. If the Software is received as part of a subscription, any transfer must include all prior deliverables of Software and all other subscription deliverables. Upon such transfer, Customer's license under this Agreement is automatically terminated. f. Customer may use or transfer the Updates to the Software only in conjunction with Customer's then-existing Software. The Software and all Updates are licensed as a single product and the Updates may not be separated from the Software for use at any time. g. We cannot guarantee that the Software will work for all times. This software will work ONLY with specific version of Linux. This software was tested using Linux Fedora 5 operating system. If you change your operating system or version of Linux, the software may not work. h. All title and intellectual property rights in and to the content which may be accessed through use of the Software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content. i. Customer must make sure that it is legal to use the software in Customer's country or jurisdiction with the supported features. MEGATRON only provides a license to the software. It's the customer's responsibility to make sure that Customer is allowed to use the software. j. Under NO CIRCUMSTANCES, MEGATRON shall be responsible for unlawful activity and use of this software by Customer. Telecommunications laws may significantly vary in different countries and jurisdictions. Interconnection with local Public Switched telephone Network (PSTN) or Voice over IP (VOIP) network may require specific telecommunications license(s) or other related permits. You must consult with your local telecommunications authority before using this software. k. All trademarks are owned by their respective holders. The use of "MEGATRON Networks", "MEGATRON Communications", SIPnode" and "SIPnode Light" trademarks are protected by the US, Canadian and International copyright laws. 5. Technical Support Because the use of SIPnode Light license is granted to Customer at no cost, the Customer is not entitled to free technical support from MEGATRON. Customer is entitled for technical support by MEGATRON, if the Customer purchased commercial license of SIPnode. 6. Termination Without prejudice to any other rights, MEGATRON may terminate this Agreement if Customer fails to comply with the terms and conditions of this Agreement. In such event, Customer must destroy all copies of the Software in any form and all of its component parts. 7. Disclaimer of Warranty a. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEGATRON DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM PROVINCE/JURISDICTION TO PROVINCE/JURISDICTION. b. NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEGATRON BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MEGATRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. c. MEGATRON SHALL BE RELIEVED OF ANY AND ALL OBLIGATIONS WITH RESPECT TO THIS SECTION FOR ANY PORTIONS OF THE SOFTWARE THAT ARE REVISED, CHANGED, MODIFIED, OR MAINTAINED BY ANYONE OTHER THAN MEGATRON 8. Governing Law This Agreement shall be construed and the legal relation between the parties determined in accordance with Canadian laws. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND MEGATRON WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN CUSTOMER AND MEGATRON RELATING TO THE SOFTWARE. This Agreement may not be modified except by a writing signed by a duly authorized representative of MEGATRON. Copyright (c) 2006 MEGATRON Communications Inc.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement, including those terms and conditions expressly set out below and those incorporated by reference, before you may download any products from MEGATRON. You must enter into this Agreement by clicking on the "Submit" button. You acknowledge and agree that by clicking on the "Submit" button or similar buttons or links, as may be designated by MEGATRON, you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed by us. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. By activating the Services, the CUSTOMER acknowledges receiving, reading and understanding this Agreement and accepts its terms and conditions.