PIKA Software License Agreement (Revised January 20, 2009) IMPORTANT - READ CAREFULLY This PIKA Software License Agreement constitutes a legal agreement ("License Agreement") between you and PIKA Technologies Inc. and its wholly owned subsidiary, PIKA Technologies Europe BV. ("PIKA") for the Software Products identified below. This License Agreement covers the following software, media, and accompanying on-line or printed documentation ("Documentation") distributed by PIKA: "Binary Form Software Products" - software distributed in binary form and maintained in binary form after installation including, without limitation, the binary form software listed in Schedule A hereto and/or the applicable Purchase Order. "Source Form Software Products" - software distributed in source form and maintained in source form after installation including, without limitation, the source form software listed in Schedule A hereto and/or the applicable Purchase Order. "Software Products" as used herein shall mean Binary Form Software Products and/or Source Form Software Products including any software downloaded by you from any PIKA website including, without limitation, PADS (PIKA Application Development Suite). NOTE: As may be indicated in Schedule A or the applicable Documentation provided with the Software Product, certain of the Software Products (including third party and certain PIKA software) are distributed under third party license agreements that may expand or limit your rights to use those Software Products. To the extent that any such Software Products are licensed to you under the GNU Public License or any similar license agreement, you may have certain rights to copy, modify, and distribute and to obtain source code for such Software Products and any such license agreement shall take precedence over this License Agreement with respect to such Software Products. Specifically, and by way of example, the oSIP library has specific usage and redistribution provisions which are outlined in the Limited General Public License (LGPL) included with the oSIP library. BY INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE SOFTWARE PRODUCTS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. If you do not agree with the terms and conditions of this License Agreement, promptly return (or in the case of downloaded software, delete) the unused Software Products to PIKA. Any fees for the Software Products, which you paid ("Purchase Price"), will be refunded. Upon your acceptance of the terms and conditions of this License Agreement, PIKA grants you the right to use the Software Products in accordance with the following provisions. Subject to this License Agreement, PIKA grants to you a personal, nonexclusive, non-transferable license to install and use the Software Products strictly for your own internal business purposes. You may have, and also agree to abide by, any additional or different rights, obligations, and restrictions with respect to any Software Products distributed under third party license agreements such as open source software. The Software Products are owned by PIKA and/or its licensors and is protected by copyright law and international copyright treaty. The Software Products are licensed, not sold. Therefore you must treat the Software Products like any other copyrighted material. Except as otherwise permitted, you may not transfer, rent, lease, lend, copy, modify, translate, reverse engineer, sublicense, time-share or electronically transmit or receive the Software Products. If you have downloaded any software from a PIKA website or obtained an upgrade version of the Software Products from PIKA, such software shall be considered part of the Software Products and subject to the terms and conditions of this License Agreement. SOURCE FORM SOFTWARE PRODUCTS LICENSING TERMS Notwithstanding anything contained herein to the contrary, Source Form Software Products, as provided to you by PIKA, are distributed to you in accordance with and governed by the applicable third party license agreements including, without limitation, the BSD license found at http://www.opensource.org/licenses/bsd-license.php and the GNU General Public License ("GPL") found at http://www.gnu.org/licenses/gpl.html To the extent there is a conflict with any of the terms and conditions contained in this License Agreement, solely as it relates to Source Form Software Products, the terms and conditions of the BSD license or the GPL license or other applicable third party license agreement, as appropriate, shall prevail. BINARY FORM SOFTWARE PRODUCTS LICENSING TERMS Subject to this License Agreement, PIKA grants to you a personal, nonexclusive, non-transferable license to install and use the applicable Binary Form Software Products on a multiple user basis for the sole purposes of designing, developing, testing, and deploying application programs which you create. You may write and compile your own application programs using such Binary Form Software Products, including any libraries and source code included for such purpose with the Software Products. You may reproduce and distribute programs which you create using such Binary Form Software Products, subject to all of the conditions in this License Agreement. Certain features in the Binary Form Software Products are protected through a software registration mechanism; in order to activate these features, registration keys must be purchased from PIKA and installed on the target computers. The use of unauthorized software that circumvents the registration mechanism is strictly prohibited and use of such software automatically voids any license for the Binary Form Software Products. Binary Form Software Products may include certain files ("Redistributables") intended for distribution by you to the users of programs you create. Redistributables include, for example, those files identified in the accompanying printed or on-line Documentation as redistributable files, those files pre-selected for deployment by an install utility provided with the Software Products (if any), or those files pre-selected by a third party install utility which operates under control of an install script which PIKA has certified (if any) for use by licensed users of the Software Products for deploying applications. In any event, the Redistributables for the Software Products are only those files specifically designated as such by PIKA. From time to time, PIKA may designate other files as Redistributables. You should refer to the Documentation, including any "readme" files included with the Software Products, for additional information. Subject to all of the conditions in this License Agreement, you may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original copy of the Software Products or the copy transferred to the target computers. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this License Agreement that you have created using the Software Products. Except as otherwise provided for in this License Agreement, under no circumstances may any copies of Redistributables be distributed separately. Regardless of any modifications which you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the libraries (including runtime libraries), code, Redistributables, and/or other files of the Software Products (including any portions thereof) be used for developing programs by anyone other than you. Only you as the licensed user have the right to use the libraries (including runtime libraries), code, Redistributables, or other files of the Software Products (or any portions thereof) for developing programs created with the Software Products. In particular, you may not share copies of the Redistributables with other co-developers. You may not reproduce or distribute any PIKA Documentation without PIKA's express written permission. The license granted in this License Agreement for you to create your own compiled programs and distribute your programs and the Redistributables (if any) is subject to all of the following conditions: (i) all copies of the programs you create must bear a valid copyright notice, either your own or the PIKA copyright notice that appears on the Software Products; (ii) you may not remove or alter any PIKA copyright, trademark or other proprietary rights notice contained in any portion of PIKA libraries, source code, Redistributables or other files that bear such a notice; (iii) PIKA provides no warranty at all to any person, other than the Limited Warranty provided to the original purchaser of the Software Products, and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact PIKA for such services or assistance; (iv) you will indemnify and hold PIKA, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of your programs; (v) your programs must be developed using a licensed, registered copy of the Software Products; (vi) your programs must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries (including runtime libraries), code, Redistributables or other files of the Software Products; (vii) regardless of any modifications which you make and regardless of how you might compile, link, or package your programs, the libraries (including runtime libraries), code, Redistributables, and/or other files of the Software Products (including any portions thereof) may not be used in programs created by your end users (i.e., users of your programs) and may not be further redistributed by your end users; and (viii) you may not use PIKA's or any of its suppliers' names, logos, or trademarks to market your programs, except to state that your program was written using the Software Products. All PIKA libraries, source code, Redistributables and other files remain PIKA's exclusive property. Regardless of any modifications that you make, you may not distribute any files (particularly PIKA source code and other non-executable files) except those that PIKA has expressly designated as Redistributables. Except as otherwise stated herein, nothing in this License Agreement permits you to decompile, reverse engineer, convert into human readable format or otherwise derive the source code of files that PIKA has provided to you in executable form only, or to reproduce, modify, use, or distribute the source code of such files. You are not, of course, restricted from distributing source code or byte code that is entirely your own. Source code which you generate with a PIKA source code generator is considered by PIKA to be your code. PAYMENTS You shall pay to PIKA the Purchase Price for the Software Products covered by this License Agreement as set forth in PIKA's quote and/or your accepted purchase order for such Software Products. You shall pay, and hereby indemnify PIKA against, and agree to protect, save and keep harmless PIKA from any and all fees (including, without limitation, license, filing, recording, documentation and registration fees), taxes (including, without limitation, tax in respect of added value and any franchise, transfer, sales, use, business, occupation, excise, personal property, real property, income, gross receipts or stamp tax), levies, imposts, duties or governmental charges, assessments or withholdings of any nature whatsoever, however imposed, withheld, levied or assessed, together with any and all penalties, fines, other additions to tax and interest thereon (collectively, "Taxes", and each, a "Tax") imposed by any country, by any governmental or taxing authority or political subdivision thereof or therein, by any territory or possession thereof, or by any international authority or other taxing authority (hereinafter, a "Taxing Authority") upon or with respect to the licensing of the Software Products under this License Agreement. You agree that each payment hereunder shall be free of all withholdings imposed by any jurisdiction of any nature whatsoever, and if any such withholding is required, you shall pay an additional amount such that, after the deduction of all amounts required to be withheld, the net amount of the Purchase Price or such other payment actually received by PIKA for the Software Products will equal (on an After Tax Basis) the amount of the Purchase Price for the Software Products or any such other amount that would be due absent such withholding. In the case of non-payment by you within a delay of thirty (30) days following receipt of an invoice sent by PIKA or as provided under this License Agreement, all outstanding amounts shall bear interest at the one (1%) per month and shall be payable on demand. If the foregoing indemnification provisions are for any reason held by a court of competent jurisdiction to be fully or partially unenforceable, you agree that all amounts otherwise subject to this indemnification obligation shall constitute an additional grossed-up amount which shall then be added by PIKA to, and constitute a fundamental part of, the Purchase Price hereunder and shall be paid to PIKA by you immediately upon demand. LIMITED WARRANTY PIKA warrants that the Software Products (excluding any Software Products licensed under third party license agreements, such as open source software, which are all provided as is, without warranty, representation or condition), as may be updated and when properly used, will perform substantially in accordance with the accompanying written materials and the Software Products media will be free from defects in materials and workmanship, for a period of ninety (90) days from the date of receipt. PIKA's and its suppliers' entire liability and your exclusive remedy shall be, at PIKA's option, either (a) return of the Purchase Price paid, or (b) repair or replacement of the Software Products that does not meet PIKA's Limited Warranty and which is promptly returned to PIKA. This Limited Warranty is void if failure of the Software Products has resulted from accident, abuse, or misapplication. Any replacement Software Products will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. PIKA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. LIMITATION OF LIABILITY IN NO EVENT SHALL PIKA, OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY OTHER FINANCIAL LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SOFTWARE PRODUCTS EVEN IF PIKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PIKA'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE APPLICABLE SOFTWARE PRODUCTS. TERMINATION Without prejudice to any other rights, PIKA may terminate this License Agreement if you fail to comply with the terms and conditions of this License Agreement. In such event, you must, as directed by PIKA, either return to PIKA, or destroy all copies of the Software Products. GENERAL PROVISIONS This License Agreement may only be modified in writing signed by you and an authorized officer of PIKA. If any provision of this License Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect. This License Agreement shall be construed, interpreted and governed by the laws of the Province of Ontario, Canada. PIKA reserves all rights not specifically granted in this License Agreement. Schedule A ___________________________________________________________________________________________ Software Products | Binary / Source | Applicable License ------------------------------------------------------------------------------------------- MonteCarlo DSP (which may also be referred to as MC, DSP, MonteCarlo DSP, AoB and AllOnBoard Binary PIKA License or any combination of these or similar terms as may be used in the actual software or related media and Documentation) --------------------------------------|---------------------------|------------------------ AllOnBoard drivers (Daytona, Primenet, Inline) Binary PIKA License ------------------------------------------------------------------|------------------------ sample code for AOB Source BSD --------------------------------------|---------------------------|------------------------ MonteCarlo HMP User Mode (which may also be referred to as MonteCarlo AoH, HMP, AOH, AoH and AllOnHost or Binary* GPL or BSD combination of these or similar terms in actual software or related media and Documentation) --------------------------------------|---------------------------|------------------------ MonteCarlo GrandPrix Source GPL or BSD --------------------------------------|---------------------------|------------------------ oSIP Binary * LGPL ------------------------------------------------------------------|------------------------ HSP Binary PIKA License --------------------------------------|---------------------------|------------------------ Board device drivers: FXO/Trunk, FXS/Phone, Digital Source GPL --------------------------------------|---------------------------|------------------------ sample code for AOH Source BSD --------------------------------------|---------------------------|------------------------ Warp appliance device drivers (LCD/BRIe, FXO, FXS) Binary* GPL --------------------------------------|----------------------------|----------------------- PIKA Asterisk channel drivers (chan_pika) Source GPL --------------------------------------|----------------------------|----------------------- PADS (PIKA Application Development Suite): Software downloaded using the PADS tool on PIKA's website may include some of the above software and the applicable license agreement shall be in accordance with the above. Any additional PIKA software downloaded from the site, not listed above is provided under the BSD license agreement. Any third party software downloaded using the PADS tool is subject to the applicable third party license agreement. NOTES: "PIKA License" means the Pika Software License Agreement in the license.txt file which is included in product installation package. "BSD" means the BSD License found at http://www.opensource.org/licenses/bsd-license.php "GPL" means the GNU General Public License found at http://www.gnu.org/licenses/gpl.html "LGPL" means the GNU LESSER GENERAL PUBLIC LICENSE found at http://www.gnu.org/licenses/lgpl.html * Source code is available upon request