SOFTWARE LICENSE AGREEMENT

LICENSE AGREEMENT
MUSIC TELECOM, INC. (MUSIC Telecom) provides the following License Agreement (the Agreement) to the original purchaser only:
1.	PLEASE READ THIS LICENSE AGREEMENT.  The enclosed MUSIC Telecom software/firmware program (collectively, "SOFTWARE") is licensed by MUSIC Telecom for use only on the terms and conditions set forth herein.  By opening this package you (LICENSEE) agree to and do hereby accept the terms and conditions of this Agreement.  If you do not accept the terms and conditions of this Agreement, you may return this package unopened, together with all accompanying items, and obtain a full refund of the purchase price.
2.	GRANT OF LICENSE.  The SOFTWARE contained in this package is not for sale.  MUSIC Telecom hereby grants to LICENSEE a nonexclusive, personal, nontransferable license to use the SOFTWARE solely in connection with MUSIC Telecom products.
3.	COPYRIGHT.  The SOFTWARE and all accompanying documents are copyrighted with all rights reserved by MUSIC Telecom under United States copyright laws and international treaty provisions.  No title or ownership of the SOFTWARE, or any part thereof, is hereby transferred to LICENSEE.  Title to all applicable patent, copyright, trademark and trade secret rights in and to the SOFTWARE and documentation are and shall remain the property of MUSIC Telecom.  LICENSEE may make one copy of the SOFTWARE solely for backup or archival purposes provided that LICENSEE reproduces all copyright and other proprietary notices that are on the original SOFTWARE.
4.	OTHER RESTRICTIONS.  The SOFTWARE contains trade secrets and other proprietary material and LICENSEE may not modify, reverse engineer, decompile or disassemble the SOFTWARE.  Furthermore, LICENSEE may not copy, store, reproduce or transmit the accompanying documents, in whole or in part, without the express written consent of MUSIC Telecom.  
NINETY DAY LIMITED WARRANTY
1.	LIMITED WARRANTY.  MUSIC Telecom warrants the diskette(s) on which the SOFTWARE is furnished to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the LICENSEE as evidenced by a copy of the LICENSEE'S receipt.  If such a defect appears within the warranty period, LICENSEE may return the defective diskette(s) to MUSIC Telecom for replacement without charge.  Replacement is the LICENSEE'S sole remedy with respect to such a defect.
2.	NO OTHER WARRANTIES.  EXCEPT AS SET FORTH ABOVE, THE SOFTWARE AND ACCOMPANYING DOCUMENTS ARE PROVIDED AS IS. MUSIC TELECOM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE.  EXCEPT AS SET FORTH ABOVE, MUSIC TELECOM DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING DOCUMENTATION INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3.	LIMITATION OF LIABILITY.  MUSIC Telecom shall have no liability to LICENSEE or any third party for any claim, loss or damage of any kind including, but not limited to, lost profits, loss of business or other economic loss, or incidental, consequential, special, punitive, indirect or exemplary damages arising out of or in connection with the use or performance of the SOFTWARE and accompanying documentation, or any data or equipment related thereto or used in connection therewith, whether or not MUSIC Telecom has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action thereby asserted.  In no event shall MUSIC Telecom's liability for damages, whether arising out of contract, negligence, warranty, patent or copyright infringement or otherwise exceed the fees LICENSEE paid for the SOFTWARE.  No representation or warranty regarding the SOFTWARE may be made without the prior written consent of MUSIC Telecom and no warranty or representation made by LICENSEE or its customers regarding the SOFTWARE shall constitute an obligation of MUSIC Telecom.  Customer acknowledges that this limitation of liability paragraph has been separately negotiated and shall be enforceable regardless of whether any remedy provided for fails of its essential purpose.  
4.	U.S. GOVERNMENT RESTRICTED RIGHTS.  The SOFTWARE and documentation are provided with restricted rights.  Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software Clause of DFARS 52.2277013.
MISCELLANEOUS
	1.	GOVERNING LAW/CONSENT TO JURISDICTION.  This Agreement shall be governed by and construed in accordance with the laws of the United States and State of New Jersey.  The parties consent to the exclusive jurisdiction of the federal and state courts in New Jersey to resolve any dispute arising out of or in connection with this Agreement.  
	2.	SEVERABILITY.  If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent possible so as to effect the intent of the parties, and the remainder shall continue in full force and effect.  
	3.	TERMINATION.  Upon the expiration or termination of this Agreement for any reason, the license and all rights granted hereunder shall immediately cease.  Upon expiration or termination of this Agreement, LICENSEE warrants that it will either return all copies of the SOFTWARE and any portion thereof or will certify in writing to MUSIC Telecom, within thirty (30) days after such termination or cancellation that all such copies have been destroyed. 
	4.	ENTIRE AGREEMENT.  This Agreement contains the entire agreement between the parties with respect to the SOFTWARE and supercedes any previous agreements concerning the subject matter hereof, and no statement or promise which is not contained herein shall be binding unless included in this Agreement.  

Copyright 2001 Music Telecom, Inc., Somerset, New Jersey 08873

