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NORTEL CEBS DEVELOPER COMMUNITY

DEVELOPER TOOLKIT LICENSE TERMS AND CONDITIONS

This is a legal agreement (“Agreement”) between Developer, an individual, company, or other entity providing complementary products, value-added services and/or application solutions developed using a Nortel Developer Toolkit (“Developer”), and Nortel Networks, Inc. (“Nortel”). This Agreement covers Developer’s permitted download, installation and use of the Software (defined below). BY CLICKING ON THE “AGREE” BUTTON BELOW, DEVELOPER ACKNOWLEDGES THAT DEVELOPER HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE LEGALLY BOUND BY THEM. If you do not agree with the terms of this Agreement, you may not download, install or use the Software. As used in this Agreement, “Software” means the Developer Toolkit licensed to Developer, including any code Nortel provides to Developer under the terms and conditions of this Agreement. “Documentation” means any notes or similar instructions in hard copy or machine readable form, including any technical, interface and/or interoperability specifications that define the requirements and conditions for connection to and/or interoperability with Nortel products, systems and solutions. “DLL” means any enabler code specifically designated as such and included in a Developer Toolkit.

1. Grant of License.

Subject to the terms and conditions of this Agreement, Nortel grants to Developer a non-exclusive, non-transferrable license to download, install and use the Software solely for the purpose of developing and testing Developer’s product, value-added service and/or application solution for compatibility and interoperability with the applicable Nortel products, systems and solutions. Where Documentation includes any interface and/or interoperability specifications, Developer is granted a license to use such specifications solely to enable Developer’s products, services and application solutions to exchange messages and signals with the Nortel products, systems and solutions to which the interface and/or interoperability specifications apply. Nortel and its suppliers retain all right, title and interest in and to the Software and Documentation, including any derivatives thereto and copies thereof, and no rights are granted other than those expressly set forth in this License. If any Software is subject to a free or open source license that provides Developer with rights to use, copy or modify a software program that are broader than the rights granted by this License, then such free or open source license rights shall take precedence.

2. Restrictions.

Except as expressly authorized by this Agreement, and subject to the Software Directive enacted by the Council of European Communities dated 14 May, 1991, which applies only if this Agreement authorizes Developer to use the Software within a country in the European Community, Developer shall not (a) use, copy, adapt, translate, publish, display, sublicense, transfer or distribute the Software, Documentation or any copy or part thereof, or (b) improve, enhance, revise, modify or make any other derivatives of the Software, Documentation or any copy or part thereof, or (c) merge, link, compile or combine the Software or any copy or part thereof, with any other software or other items, except as explained in the technical, interface or interoperability specifications. Developer will not reverse assemble, reverse compile, reverse engineer or otherwise translate or decode the Software or any copy or part thereof. Developer will not destroy, remove or otherwise alter any copyright notice on the Software or Documentation, or any copy or part thereof, and agrees to reproduce all such notices on any copy or part thereof it makes pursuant to this Agreement. Nortel suppliers of Software and Documentation, or any part thereof, are beneficiaries of this provision. Developer acknowledges that the Software and Documentation are and/or contain trade secrets and agrees to take all reasonable measures to maintain the confidentiality of Nortel’s trade secrets and Confidential Information, but in no event less that the measures Developer uses to protect Developer’s own confidential information. Software shall be installed and used on a single server and may not be used in a production environment. Notwithstanding the foregoing, Developer is authorized to transfer any DLL to an end-user customer on the same terms as Developer licenses its own software to end users.

3 NO WARRANTY.

The SDK and Documentation are provided “AS-IS” without any warranty whatsoever. Nortel SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND SATISFACTORY QUALITY. Nortel DOES NOT WARRANT THAT THE SDK AND DOCUMENTATION ARE SUITABLE FOR LICENSEE'S USE, THAT THE SDK OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPRED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, Nortel MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF THE SDK AND DOCUMENTATION. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights which vary from state to state. NORTEL ,AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS CONCERNING QUALITY, MERCHANTABILITY, INFRINGEMENT, QUIET ENJOYMENT, TITLE, HARMFUL CONTENT, INCLUDING VIRUSES AND THE LIKE, AND FITNESS FOR A PARTICULAR PURPOSE.

4. Limitation of Liability

IN NO EVENT SHALL NORTEL OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR DAMAGES BASED ON ANY THIRD PARTY CLAIM, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, SAVINGS, REVENUE, DATA, OPPORTUNITY OR REPUTATION, EVEN IF NORTEL IS INFORMED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSS. In no event will Nortel or any of its directors, officers, employees, agents or suppliers be liable to Developer for more than the amount of any actual direct damages suffered by Developer, up to the maximum of the amount actually paid for the Software or Documentation that is the subject of the claim, regardless of the cause and whether arising in contract, tort (including negligence) or otherwise.

5. General.

(a). Nortel shall have the right, at its cost and expense, to conduct during normal business hours an audit of the appropriate records reflecting Developer’s use of the Software and Documentation to verify compliance with this Agreement. (b). Nortel may terminate this Agreement without notice, and require Developer to return or destroy the Software and Documentation and any copies thereof, if Developer breaches any term hereof. Developer acknowledges that any such termination shall be without prejudice to any other rights and remedies that Nortel may have at law or in equity. The license granted herein shall automatically terminate, and Developer agrees to return or destroy the Software and Documentation, including any copies, upon termination or nonrenewal of Developer’s membership in the Nortel Developer Program. (c). Nortel may assign or subcontract all or any part of its rights and obligations hereunder. Neither this Agreement nor any rights acquired by Developer hereunder are assignable or transferable by Developer without the prior written consent of Nortel. Any attempted assignment of rights and/or transfer or sublicense of Software shall be void and conclusively presumed a material breach of this Agreement. Developer agrees not to export, either directly or indirectly, any Software or Documentation without having first obtained clearance or a license to export or re-export from the U.S.A., European Union, Canadian and/or any other applicable Government, as required under their respective export regulations. Nortel shall have no obligation to license Software or Documentation for use in any country for which the Software or Documentation has not been approved for use. This Agreement comprises all the terms, conditions and agreements of the parties hereto with respect to the subject matter hereof. This Agreement shall not be altered or amended except in writing signed by the duly authorized representatives of each party hereto. This Agreement shall be construed in accordance with the laws of the State of New York without regard to its conflicts of law rules. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, then in such jurisdiction, to the extent of such unenforceability, such provision shall be deemed to be severed from this Agreement and the remainder of this Agreement shall continue in full force and effect. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

IMPORTANT: By clicking agreement check box, Developer acknowledges having read and understood, and agrees to be bound by the Developer Toolkit Terms and Conditions. If you are accepting these terms and conditions on behalf of another person or entity, you represent and warrant that you have full legal authority to accept on behalf of and bind that person or legal entity to these Developer Toolkit Terms and Conditions.