ONLINE LICENSE AGREEMENT

1. Participant wishes to evaluate certain Voxeo Germany software product(s) (“Software”) against no license fee or other form of remuneration under the terms and conditions set forth herein; and

2. Voxeo Germany desires to provide access to such Software to Participant on an “as is” basis to permit Participant to use and evaluate such Software for the Test Period as defined by Voxeo in its sole discretion.

3. Subject to the terms and conditions of this Agreement, Voxeo Germany hereby grants Participant a royalty-free, non-exclusive, non-transferable and non-sub-licensable right and license, for the Test Period, to use the Software only for internal testing purposes and not in production and in particular not with any productive data. This agreement shall not be construed to grant either party any patent license, know-how license, any other intellectual property right or any other rights unless expressly granted herein.

4. The Software obtained under this Agreement is licensed on the basis of a lease of rights against no charge (Leihe) and not sold. As between Voxeo Germany and Participant, Voxeo Germany or its licensors retain all rights not expressly granted in this Agreement.

5. Participant shall not modify copy or distribute the Software, or any portion thereof, except as explicitly authorized by this Agreement. The Participant’s mandatory statutory rights according to Sections 69 d of the German Copyright Act, in particular the Participant’s right to produce one back-up copy for the Test Period, shall remain unaffected.

6. Participant may not lease, sub-lease, assign, license, sub-license or otherwise transfer or dispose of the Software without the prior written consent of Voxeo Germany.

7. Participant shall not, either directly or through a third party, reverse engineer, disassemble or decompile any of the Software, except and only to the extent required by mandatory statutory law, in particular Section 69 e of the German Copyright Act.

8. Upon termination or expiration of this Agreement, Participant shall, unless Participant has entered into a separate agreement with Voxeo Germany to license the Software on a commercial basis, return to Voxeo Germany, or destroy and certify in writing to Voxeo Germany the destruction of, the Software and all Voxeo Germany Confidential Information in Participant’s possession.

9. Participant acknowledges that the Software provided under this Agreement is covered by effective or pending copyrights, patents, trademarks and/or trade secrets of Voxeo Germany, and Participant agrees to maintain confidentiality by not disclosing the Software to any third party without the prior written consent of Voxeo Germany. Participant agrees that its obligation of confidentiality under this paragraph shall survive expiration or termination of this Agreement. Participant shall not obscure, remove or modify any copyright notices, serial numbers and other forms of identification on the Software.

10. Participant agrees that the Software provided under this Agreement is a prototype and does not represent completed Software of Voxeo Germany. This Agreement shall in no way be construed as a commitment by Voxeo Germany at any time to manufacture and/ or offer evaluation Software for sale. Voxeo Germany may provide documentation and/or instructions which reflect the operation of the Software as closely as possible, but the Participant acknowledges its understanding that discrepancies may exist between the Software and supporting documentation or instructions. Voxeo Germany makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free.

11. Subject to Section 12, Voxeo Germany grants access to the Software under this Agreement on an “as is” basis and assumes no warranty or guarantee for the quality thereof and its good title therein, unless explicitly agreed otherwise. It is understood a mere descriptions of the Software shall in no event be considered as a guarantee of the Software licensed hereunder for the purpose of this Agreement.

12. Voxeo Germany shall be liable for defects in quality or in title only in the event of fraudulent misrepresentation. In the event of such liability for defects, Voxeo Germany is entitled to choose whether to make good by either correcting the defects or by making a substitute delivery. Further damage claims shall be subject to the limitations set forth in Section 13.

13. Notwithstanding any statutory limitations or exclusions, Voxeo Germany shall be liable without limitation only in the event of (i) a liability under the German Software Liability Act; or (ii) in cases of a take-over of a guarantee or procurement risk; or (iii) intentional breach of duty. Voxeo Germany shall also be liable without limitation in the event of intentional or negligent injury to life, body or health. All further liability shall be excluded.

14. As the Software may be substantially modified prior to its general availability Voxeo Germany does not warrant that the Software or any particular feature or function contained in it will ever be announced as generally available Software.

15. In addition Voxeo Germany does not give any warranty that applications developed with the Software can be used by any generally available Software.

16. Voxeo Germany is under no obligation to support the Software in any way, or to provide Participant with Updates or other modifications or enhancements. If Voxeo Germany, at its sole option, supplies Updates or modifications or enhancements to Participant, such Updates will be considered part of the Software and subject to the terms and conditions of this Agreement.

17. These terms and any dispute arising from the performance or breach hereof shall be governed by the law of the Federal Republic of Germany. The application of UN purchasing law is explicitly excluded. The exclusive court of law is Cologne, Germany.