IMPORTANT: BEFORE CLICKING ON "YES" DURING THE REVIEW OF THIS LICENSE, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS LICENSE, WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE FUSETALK SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE. IF YOU DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE, YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, AND YOU WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.

In the event you have signed a paper based license agreement with FuseTalk whose terms differ from the ones below, the terms of the paper based license agreement will prevail over these.

TERMS AND CONDITIONS
By the purchase of a license for the use of the FuseTalk Inc. Software, you, called in this Agreement the "CUSTOMER", agree to be bound by the provisions of this Agreement. This Agreement shall be deemed to have been signed by FuseTalk Inc. (hereinafter "FUSETALK") and CUSTOMER and to be binding on both upon the downloading, installation or other use of the SOFTWARE by the CUSTOMER.

1. DEFINITIONS:
(a) AGREEMENT means the terms and conditions of this license agreement and any subsequent agreements which are subject to this license agreement, together with the terms and conditions set out on any Order Agreement or web page through or by which the CUSTOMER has purchased the license for the SOFTWARE. This Agreement shall be deemed to be amended, modified, or varied, as the case may be, by terms and conditions on any Order Agreement by or through which the CUSTOMER has purchased this License.

(b) CUSTOMER means the person, partnership, corporation or any other entity purchasing a license hereunder.

(c) HOSTING PARTNER means an authorized hosting partner who is permitted to offer the SOFTWARE on an ASP basis.

(d) LICENSE TERM: Where CUSTOMER has purchased an enterprise license for the SOFTWARE, the license term shall be perpetual. Where CUSTOMER has licensed the SOFTWARE under FUSETALK's ASP license program, the LICENSE TERM shall be that period specified on the face of the document signed between CUSTOMER and FUSETALK's HOSTING PARTNER.

(e) ORDER AGREEMENT means any paper based document signed between CUSTOMER and FUSETALK or CUSTOMER and FUSETALK'S HOSTING PARTNER.

(f) SOFTWARE means the generally available commercial release version of the software described on FUSTETALK'S web site or set out in the Order Agreement, together with all upgrades and enhancements provided to CUSTOMER.

2. GRANT OF LICENSE: Subject to the terms and conditions of this Agreement FUSETALK hereby grants CUSTOMER a non-exclusive, non-transferable license to use the SOFTWARE for the LICENSE TERM. CUSTOMER may install and use the number of copies of the SOFTWARE or create the number of forums specified at the time of purchase from FUSETALK or as specified in the Order Agreement. Regardless of the number of forums installed or created, CUSTOMER shall NOT be entitled to charge a fee for access to more than one forum without the express written permission of FUSETALK. CUSTOMER may make an additional copy of the SOFTWARE only for back-up or archival purposes. No other right to reproduce the SOFTWARE is granted. CUSTOMER covenants and agrees that the SOFTWARE will only be used in accordance with the provisions of this Agreement.

3. RESTRICTIONS: CUSTOMER agrees that its use of the SOFTWARE shall be restricted to the number of Forums specified when the SOFTWARE was licensed. Except as specifically permitted in this Agreement, CUSTOMER shall have no right to copy, change, alter, amend, reverse engineer, decrypt, decompile, reverse translate, disassemble, publish, disclose, display or make available, or in any other manner decode the SOFTWARE, in whole or in part, or otherwise use the SOFTWARE in any manner whatsoever, and shall take all reasonable steps to ensure CUSTOMER's employees, consultants and agents comply with this section. CUSTOMER shall not distribute, lease, rent, offer the SOFTWARE as a service by creating multiple forums and charge for access to , directly or indirectly, each such forum, grant in a security interest in, assign or otherwise transfer the SOFTWARE. The SOFTWARE may NOT be used by an internet service provider to offer multiple forums for a fee without the express written consent of FUSETALK. CUSTOMER shall not modify or create any derivatives of the SOFTWARE or merge all or any part of the SOFTWARE with another program. CUSTOMER shall have no right to sub-license the SOFTWARE or any copies thereof. In addition, the license granted herein shall not constitute a sale, lease, rental or any other transfer of the SOFTWARE or any copies or part thereof. CUSTOMER expressly agrees that it shall not, directly or indirectly use the SOFTWARE to offer or make available

4. TITLE AND COPYRIGHT: The SOFTWARE and any copies that CUSTOMER is authorized by FuseTalk to make are the intellectual property of and are owned by FuseTalk and/or its suppliers. The structure, organization and object code of the SOFTWARE are the trade secrets and confidential information of FuseTalk and/or its suppliers. The SOFTWARE is protected by copyright, including without limitation by Canadian, United States, and European Union Copyright Law, international treaty provisions, and applicable laws in the country in which it is being used. CUSTOMER may not copy the SOFTWARE, except that CUSTOMER may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk provided that CUSTOMER keeps the original solely for backup or archival purposes. CUSTOMER may not copy the written materials accompanying the SOFTWARE, unless authorized to do so. CUSTOMER agrees not to remove or alter any copyright notice that appears on the SOFTWARE and to ensure that such copyright notice appears at the bottom of each page of CUSTOMER’s forum that utilizes the SOFTWARE.

5. SUPPORT PLAN: FUSETALK shall provide support to CUSTOMERs who purchase an enterprise license as well as Web-based support for discussion forums for the support period specified at the time the Software was licensed from FUSETALK or as specified on the face of the Order Agreement. CUSTOMER shall receive applicable single point (0.x) improvements, updates or modifications made by FUSETALK to the SOFTWARE during such support period. Where requested by CUSTOMER and after the payment of the applicable fee, FUSETALK shall provide telephone support confined to the use or installation thereof in accordance with the terms of the SOFTWARE support plan then available and discounts on upgrade license fees for x.0 upgrades. CUSTOMER shall also be provided with unlimited access to a web site containing training information and such other information as FUSETALK deems appropriate in its sole discretion. ASP license CUSTOMERs will receive support from the authorized HOSTING PARTNER as specified in the agreement between the CUSTOMER and the HOSTING PARTNER.

6. LIMITED WARRANTY: Once CUSTOMER has downloaded the SOFTWARE, CUSTOMER is deemed to have "opened" the SOFTWARE and will not be entitled to any refund or other right of return. FUSETALK warrants to CUSTOMER that the SOFTWARE will perform substantially in accordance with its accompanying documentation for a period of 30 days from the date of purchase. FUSETALK does not warrant, guarantee or represent that (i) the SOFTWARE will meet CUSTOMER's requirements, (ii) the installation and operation of the SOFTWARE will be uninterrupted or error free, or (iii) defects will be corrected. CUSTOMER acknowledges that, due to the public nature of the Internet and the lack of control FUSETALK has over the CUSTOMER's web site, CUSTOMER has the responsibility to secure its web site from breach of security, loss of privacy, or other damage to its web site and systems to which the CUSTOMER's web site offers access, howsoever caused.

7. DISCLAIMER OF WARRANTY: CUSTOMER HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN SECTION 6, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS OF ANY KIND IN RESPECT OF THE SOFTWARE OR ANY WORK OR SERVICES PERFORMED BY FUSETALK OR ITS EMPLOYEES, CONSULTANTS OR AGENTS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED, AND THAT THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY CUSTOMER, PROVIDED THAT THIS DISCLAIMER AND EXCLUSION IS LIMITED SO AS NOT TO APPLY IN ANY JURISDICTION IN RELATION TO A WARRNTY WHICH IS LEGALLY INCAPABLE OF EXCLUSION IN SUCH JURISDICTION.

8. INDEMNIFICATION: FUSETALK will, at its sole option, defend any action or proceeding brought against CUSTOMER to the extent that it is based upon a claim that the SOFTWARE used within the scope of this Agreement infringes upon a valid copyright or patent of the United States or Canada, and FUSETALK will pay damages, reasonable costs and legal fees attributable to such claim which are awarded against CUSTOMER providing that the CUSTOMER promptly notifies FUSETALK in writing of the claim, or notice of claim, and that FUSETALK has complete control of the defense and/or settlement of such claim and the full co-operation of CUSTOMER. The foregoing states FUSETALK's entire liability to CUSTOMER with respect to infringement. In the event any such claim is made, FUSETALK may at its option and expense, in addition to its obligation to defend and indemnify, either (i) procure for CUSTOMER the right to continue the use of the SOFTWARE or (ii) replace or modify the SOFTWARE to make its use non-infringing.

9. LIMITATION OF LIABILITY: NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, FUSETALK SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION OR OTHER COMMERCIAL OR ECONOMIC LOSS, LITIGATION COSTS AND THE LIKE) WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE SOFTWARE, REGARDLESS OF WHETHER FUSETALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE, PROVIDED THAT, IN THOSE JURISDICTIONS WHERE LIMITATIONS ON LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARE NOT PERMITTED OR CURTAILED, IN SUCH JURISDICTIONS LIABILITY OF THE FUSETALK SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

10. MISUSE: Any warranties given hereunder will not apply in the event that (i) the SOFTWARE is not used in accordance with FUSETALK's instructions, (ii) the SOFTWARE has been altered, modified or converted by CUSTOMER without the prior written approval of FUSETALK, (iii) the failure to perform relates to the malfunction of CUSTOMER's equipment on or with which the SOFTWARE operates or (iv) part or all of the SOFTWARE becomes inoperative as a result of any other cause beyond the reasonable control of FUSETALK.

11. ASSIGNMENT: FUSETALK may assign its rights hereunder without consent of or notice to CUSTOMER. CUSTOMER may not transfer, assign, sub-license or pledge its rights or obligations hereunder without the written consent of FUSETALK, said consent not to be unreasonably withheld.

12. TERMINATION: FUSETALK may terminate this Agreement immediately if CUSTOMER is in default of any of its obligations set forth in this Agreement which it fails to cure within fifteen (15) days after service of notice of the default. Either party may terminate this Agreement in the event that (i) the other party is in default of any of its material obligations hereunder and such default is not remedied within 30 days of receipt of written notice thereof or (ii) the other party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party or an order is made for the liquidation, dissolution or winding up of the other party. Upon termination or expiration of this Agreement, CUSTOMER shall cease all use of the SOFTWARE, shall return to FUSETALK all copies of the SOFTWARE or destroy all copies of the SOFTWARE and all related documentation in CUSTOMER's possession, and shall so certify to FUSETALK.

13. GENERAL: Neither party shall be responsible for any failure or delay in complying with the terms of this Agreement resulting from events of force majeure beyond the control of either party which could not be avoided by exercise of due care. This Agreement shall be governed in accordance with the laws of the Province of Ontario, other than rules governing conflict of laws. CUSTOMER hereby covenants and agrees that it shall initiate any and all legal actions arising from this Agreement in the courts of the Province of Ontario, Canada. The Convention of Contracts for the International Sale of Goods shall not apply to this Agreement nor to any dispute arising therefrom. The parties are not agents or legal representatives of each other. The provisions in this paragraph along with the provisions in Sections 4, 6 to 10, 12 and 13 shall survive termination of this Agreement. FUSETALK shall have the right to attend at the premises of CUSTOMER during business hours and upon reasonable prior notice in order to verify that the SOFTWARE is being used in compliance with this Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained herein shall have any force or effect. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.