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Adondo Software License and Service Agreement

ADONDO SOFTWARE LICENSE AND SERVICE AGREEMENT

This agreement is between Adondo Corporation, a Pennsylvania Corporation, with its office at 353 W. Lancaster Ave. Suite 120, Wayne, PA 19087 (hereafter called “Adondo”), and the purchaser of PAL software (hereafter called “Licensee”, “user,” or “you”).

READ THE FOLLOWING TERMS CAREFULLY BEFORE COMPLETING INSTALLATION OF THE SOFTWARE. THIS AGREEMENT GOVERNS BOTH ADONDO SOFTWARE AND THE SERVICE AS DEFINED BELOW. ACCEPTING THIS AGREEMENT AND/OR INITIATING SERVICE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE BELOW TERMS AND CONDITIONS. FURTHERMORE YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT AND BECOME BOUND BY ITS TERMS.

1. SOFTWARE LICENSE AGREEMENT

"Software" is defined as the Adondo® Personal Audio Link™ computer program with which this Software License Agreement ("Agreement") is included and any updates or maintenance releases thereto. "Trial Software" is defined as a version of the Software that is limited to an evaluation for a specified period of time as determined by Adondo Corporation (“Adondo”). "Software" shall include “Trial Software”. Do not use the Software until you have carefully read the following Agreement. This Agreement sets forth the terms and conditions for licensing of the Software from Adondo to you ("you", “user,” or "Licensee"), and installing the Software indicates that you have read and understand this Agreement and accept its terms and conditions. If you are using the Software and do not agree with the terms and conditions of this Agreement, stop using the Software and promptly uninstall it.

If the Software was pre-installed on your computer, CD-ROM disk(s) ("Disk(s)") came packaged with your computer at no extra charge, or you received the Software free of charge, and if you do not agree with this Agreement, do not use the Software. In addition, the use by you of any services or content accessible through or in conjunction with the Software may be subject to your acceptance of separate agreements with Adondo or third parties.

1.A. LICENSE GRANT FOR SOFTWARE Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use one (1) copy of the enclosed Software on one (1) computer used by a single household or used by a single person within a business. You may make one (1) backup copy of the Software for your own use. You may transfer your rights to the Software (including by selling the computer on which the Software is installed) to a third party, provided you do not keep a copy of the Software for yourself and you allow the subsequent Licensee to assume your rights as a Licensee of the Software. You may only copy the printed materials or user documentation associated with the Software, if any, for your own personal use.

The Software is owned and copyrighted by Adondo Corporation. Your license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.

1.B. LICENSE GRANT FOR TRIAL SOFTWARE Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use a copy of the enclosed Trial Software for a limited time set by Adondo.

BY YOUR USE OF THE TRIAL SOFTWARE, YOU UNDERSTAND AND AGREE THAT AFTER THE EXPIRATION DATE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH TRIAL SOFTWARE.

1.C. RESTRICTIONS You agree not to: (1) make additional copies of the Software except as provided above; (2) enable others to use your registration code(s) or serial numbers (if any); (3) give copies of the Software to another person who has not purchased a license for the Software from Adondo; (4) install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Adondo; (5) duplicate the Software by any other means including electronic transmission; or (6) copy the printed materials or user documentation accompanying the Software, if any. The Software in its entirety is protected by copyright laws. The Software also contains the trade secrets of Adondo and third parties, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form or disclose such trade secrets. You may not attempt to modify, adapt, translate, rent, sublicense, assign, loan, resell for profit, distribute, or network the Software, Disk(s), or related materials or create derivative works based upon the Software or any part thereof.

2. TERMS OF SERVICE

"SERVICE" is defined as the Adondo® PALConnect™ service program which connects the Software to a VoIP network. This Agreement licenses you to use the Service only by means of the Software provided to you by Adondo.

2.A. TERM Service is offered on a monthly basis for a term which begins on a set day of the month that is established by Adondo and ends on the day before the same date in the following month. The first term of service will be pro-rated dependent on when Adondo activates your service. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Adondo written notice of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, all of which immediately become due and payable. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

2.B. USE OF SERVICE AND SOFTWARE The Service and Software are provided to you as a user. This means that you are not to resell or transfer the service or software to any other person for any purpose, without express written permission from Adondo in advance. You agree that the Service does not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. Adondo reserves the right to immediately terminate or modify the Service, if Adondo determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities. If Adondo terminates or modifies service, a disconnect fee as outlined in Section 4.C.

2.C. PROHIBITED USES You agree to use the Service and Software only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in Adondo's sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Adondo reserves the right to terminate your service immediately and without advance notice if Adondo, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, and a disconnect fee, all of which immediately become due and payable and may at Adondo’s discretion be immediately charged to your credit card. You are liable for any and all use of the Service and/or Software by yourself and by any person making use of the Service or Software provided to you and you agree to indemnify and hold harmless Adondo against any and all liability for any such use. If Adondo, in its sole discretion believes that you have violated the above restrictions, Adondo may forward the objectionable material, as well as your communications with Adondo and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

2.D. USE OF SERVICE AND SOFTWARE BY CUSTOMERS OUTSIDE THE UNITED STATES While we encourage use of the Service within the United States to other countries, Adondo does not presently offer or support the Service to customers located in other countries except Canada. If you use the Service and Software in a country other than the United States or Canada, you do so at your own sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all such use of the Service and/or Software by yourself or any person making use of the Service or Software provided to you and agree to indemnify and hold harmless Adondo against any and all liability for any such use. Should the removal from the United States or Canada of the Software violate any export control law or regulation, you will be solely liable for such violation and agree to indemnify and hold harmless Adondo against any and all liability for such violation. Adondo reserves the right to terminate your Service immediately and without advance notice if it determines that you are using it outside the United States or Canada.

2.E. LOSS OF SERVICE DUE TO POWER FAILURE OR INTERNET SERVICE OUTAGE OR TERMINATION OR SUSPENSION OR TERMINATION BY ADONDO You acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet (which is not provided by Adondo) and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet service provider ("ISP") and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you or Adondo terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require the Customer to close and re-launch the Software prior to utilizing the Service. Should Adondo suspend or terminate your Service, the Service will not function until such time as Adondo restores your Service (which may require payment of all invoices and reconnection fees owed by you or cure of any breach by you of this Agreement).

2.F. TAMPERING WITH THE SOFTWARE OR SERVICE You agree not to tamper with the Software. Adondo reserves the right to terminate your Service should you tamper with the Software, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, as well as a disconnect fee which immediately become due and payable. You agree not to hack or disrupt the service or to make any use of the Service that is inconsistent with its intended purpose or to attempt to do so.

2.G. THEFT OF SERVICE You agree to notify Adondo immediately, in writing or by calling the Adondo customer support line, if you become aware at any time that your Service has been stolen or is being fraudulently used. When you call or write, you must provide your Service phone number and/or Serial number and a detailed description of the circumstances of the theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as Adondo receives notice of the theft or fraudulent use, you will be liable for all use of the Service and any and all stolen Service or fraudulent use of the Service.

2.H. SERVICE DISTINCTIONS You acknowledge and understand that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced Service offering provided by Adondo. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies.

2.I. NO 0+ CALLING; MAY NOT SUPPORT X11 CALLING The Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). The Service may not support 311, 511 and/or other x11 services in one or more (or all) service areas. THE SERVICE DOES NOT SUPPORT 911 DIALING. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICE DOES NOT SUPPORT TRADITIONAL 911 OR E911 ACCESS TO EMERGENCY SERVICES.

3. CHANGES TO THIS AGREEMENT

Adondo may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on to the "PAL™ License and PALConnect™ Service Agreement" section of Adondo’s website (currently located at http://www.adondo.net/aslasa.html ). Such changes will become binding on Customer, on the date posted to the Adondo website and no further notice by Adondo is required. This Agreement as posted supersedes all previously agreed to electronic and written terms of service, including without limitation any terms included with the packaging of the Software and also supersedes any written terms provided to Retail Customers in connection with retail distribution, including without limitation any written terms enclosed within the packaging of the Software.

4. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

4.A. BILLING You must give us a valid credit card number (Visa, MasterCard, Discover, American Express or any other issuer then-accepted by Adondo) when the Software and Service is purchased. Adondo reserves the right to stop accepting credit cards from one or more issuers. If the card expires, you close your account, your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise Adondo at once. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which Adondo decides to bill in arrears) to your credit card, including but not limited to: activation fees, monthly Service fees, international usage charges, and advanced feature charges. Adondo reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules found on Adondo’s website.

4.B. BILLING DISPUTES You must notify Adondo in writing within 7 days after receiving your credit card statement if you dispute any Adondo charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address:

Adondo Corporation 353 W. Lancaster Ave. Suite 120 Wayne, PA 19087

or

billing@adondo.net

or

1-610-964-3400

4.C. PAYMENT Adondo accepts payments only by credit card as set forth in Section 4.A of this agreement. Your initiation of the Service authorizes Adondo to charge the credit card account number on file with Adondo, including any changed information given Adondo if the card expires or is replaced, or if you substitute a different card, for Adondo charges as set forth in Section 4.A.

This authorization will remain valid until 30 days after Adondo receives your written notice terminating Adondo's authority to charge your credit card, whereupon Adondo will charge you any outstanding charges and terminate the Service. Adondo may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with Adondo is declined or reversed, your credit card expires and you have not provided Adondo with a valid replacement credit card, or in case of any other non-payment of account charges.

Termination of Service for any reason outlined in this Agreement leaves you FULLY LIABLE to Adondo for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by Adondo in collecting such amounts, such as (but not limited to) collection costs and attorney's fees. We reserve the right to charge a disconnect fee in all such circumstances.

4.D. SERVICE TERMINATION/DISCONTINUANCE Adondo reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If Adondo discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service or Device (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of Adondo or of a third party provider to which Adondo is subject), you will be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus the disconnect fee set forth in Section 4.C, all of which immediately become due and payable.

4.E. TAXES You are responsible for, and shall pay, any applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or Software. Such amounts are in addition to payment for the Service or Software and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide Adondo with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date Adondo receives such certificate.

5. TERMINATION OF AGREEMENT

This Agreement may be terminated by Adondo immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies. Adondo shall have the right to change or add to the terms of this Agreement at any time, and to change, discontinue or impose conditions on any aspect of the Software and Service. Such changes shall be effective upon notification by any means reasonable to give you actual or constructive notice, or upon posting such terms in the Software, and your continued use of the Software will indicate your agreement to any such change.

6. DISCLAIMER OF WARRANTIES

THE SOFTWARE, DISK(S), RELATED MATERIALS, CONTENT, AND/OR RELATED SERVICES ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADONDO AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, DISK(S), RELATED MATERIALS, CONTENT AND ANY SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. ADONDO DOES NOT WARRANT THAT THE SOFTWARE IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE OR UPDATED THIRD-PARTY CONTENT, NOR DOES ADONDO WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST: (A) PROVIDE YOUR OWN ACCESS TO THE WORLD WIDE WEB AND PAY ANY SERVICE FEES ASSOCIATED WITH SUCH ACCESS, (B) PROVIDE ALL EQUIPMENT NECESSARY FOR YOU TO MAKE SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING A COMPUTER AND A MODEM, (C) PROVIDE ALL EQUIPMENT NECESSARY FOR YOU TO MAKE SUCH COMMUNICATION, AND (D) PROVIDE ALL SOFTWARE AND HARDWARE REQUIRED BY THE ADONDO PRODUCTS AS STATED IN THE USER INFORMATION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE LICENSE FOR THE SOFTWARE. HOWEVER, 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, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.

7. LIMITATION OF LIABILITY AND DAMAGES

THE ENTIRE LIABILITY OF ADONDO FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE AND SERVICE LICENSED FROM ADONDO OR ITS AUTHORIZED RESELLER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADONDO AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADONDO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ADONDO AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. U.S. GOVERNMENT

The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software (or Licensed Product) with only those rights set forth herein. The contractor is Adondo Corporation, 353 West Lancaster Avenue, Suite 120, Wayne PA 19087, USA.

9. EXPORT RESTRICTIONS

You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ("the Acts"). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan, or Syria.

10. PRIVACY

Adondo Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Adondo is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy applicable to you at www.adondo.net for additional information.

11. GENERAL PROVISIONS

This Agreement sets forth Adondo's and its Representatives' entire liability and your exclusive remedy with respect to the Software and Service. You acknowledge that this Agreement is a complete statement of the agreement between you and Adondo, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding the Software or any related services. This Agreement does not limit any rights that Adondo may have under trade secret, copyright, patent, trademark or other laws. The Representatives of Adondo are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Adondo, other than in writing signed by an officer of Adondo. Accordingly, such additional statements are not binding on Adondo and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. No delay or failure on the part of Adondo in the exercise of any right granted under this Agreement, or available at law or in equity, shall be construed as a waiver of such right.

12. CONSUMER INFORMATION

12.A. TRADEMARKS Adondo®, the Adondo Logo, Personal Audio Link™, and PAL™, among others, are trademarks and/or service marks of Adondo Corporation in the United States and other countries.

All other product names, company names, trademarks and service marks are the property of their respective owners and should be treated as such. Some names, company names, and data used in examples and help content are fictitious and are used for illustration purposes only. Any resemblance of fictitious data to a real person or company is purely coincidental.

12.B. COPYRIGHT The Software is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Adondo Corporation and you will not acquire any rights to the Software except as expressly set forth in this license. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software: Copyright © 2005 Adondo Corporation. All rights reserved.

13. GOVERNING LAW

This agreement shall be governed by the laws of the Commonwealth of Pennsylvania excluding the application of its conflicts of law rules and shall inure to the benefit of Adondo Corporation and any successors, administrators, heirs and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a State or Federal Court of competent jurisdiction located in Pennsylvania. The parties hereby consent to in personam jurisdiction of said courts. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree to submit to the jurisdiction of the federal and Commonwealth of Pennsylvania courts and waive any objection to venue in such courts. This Agreement is deemed entered into in Pennsylvania, and shall be construed as to its fair meaning and not strictly for or against either party.

14. FEATURES, SERVICES, TERMS, AND CONDITIONS

All features, services and any terms and conditions are subject to change without notice. All rights not expressly granted here are reserved to Adondo Corporation.

Last Updated: February 24, 2005