DIGIUM END-USER PURCHASE AND LICENSE AGREEMENT
March, 2009

IMPORTANT - PLEASE READ CAREFULLY

1. This Digium End-User Purchase and License Agreement (the "Agreement") is
a legal agreement between Digium and its Affiliates (collectively referred
to as "Digium") and the licensee, purchaser and end user respectively
(hereinafter, "you", "You" or "your") of the Digium distribution media,
software and related documentation (the "Software"), Digium services
("Services"), and any Digium computer electronics ("Hardware"), entitlements
granted pursuant to a Subscription Agreement, and related manuals
(collectively the "Products").  Affiliates means an entity which is (a)
directly or indirectly controlling Digium; or (b) which is directly or
indirectly owned or controlled by Digium. By downloading or installing the
Software or installing the Hardware, you agree to and accept the terms and
conditions of this Agreement. If you do not accept, or are not authorized to
accept the terms and conditions of this Agreement, then you should not
install the Software or Hardware and should remove any installed Software
and Hardware from your computer.

2. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement,
Digium grants you a non-exclusive, non-sublicenseable, non-transferable
license to use the Software for internal business purposes and not for
resale, sub license, leasing, or providing hosted services to third-parties.
"Software" shall include any upgrades, updates, bug fixes or modified
versions ("Upgrades") or backup copies of the Software supplied to you by
Digium or an authorized reseller, provided you hold a valid license to the
original Software and have paid any applicable fee for Upgrades.
Notwithstanding the foregoing, you acknowledge that certain components of
the Software may be covered by so-called "open source" software licenses
("Open Source Components"). Digium will provide a list of Open Source
Components for a particular version of the Software upon your request. To
the extent required by the licenses covering Open Source Components, the
terms of such licenses will apply in lieu of the terms of this Agreement,
and Digium hereby represents that only Open Source Components with licenses
that intend to grant permissions no less broad than the license granted in
this Section 2 are included in the Software. To the extent which the
licenses applicable to Open Source Components prohibit any of the
restrictions in this Agreement with respect to such Open Source Component,
such restrictions will not apply.

3. RESERVATION OF RIGHTS. Except for the limited license rights expressly
granted in this Agreement, Digium reserves all rights in and to the
Software and any modifications thereto, including title, ownership,
trademark, copyright, patent, trade secret and any other rights and
interests. You will own only the Hardware (exclusive of Software embedded in
the Hardware) and the physical media on which the Software and associated
documentation are reproduced and distributed. If you allow an existing
Services or Subscription Agreement plan to lapse, you may be required to pay
retroactively annual fees for all Products from the date of the lapse in
order to reinstate such Services. Products that are provided or sold as demo
or evaluation units, or are marked with the legend "For Evaluation Only" or
a similar notation, are not authorized for commercial business use in
production or deployment, but are made available only for demonstration or
evaluation purposes, and may not be resold or transferred to any third party
without prior written permission from Digium.

4. EMERGENCY CALLS. You understand and acknowledge that the Products may be
used to implement, supplement, or replace telephone systems and
telecommunications services, and that in some cases, certain government
regulations may apply to their implementation or use; and compliance with
such regulations is your sole responsibility. You understand and acknowledge
that users of the system on which you install the Products may attempt to
use that system to place emergency calls. You acknowledge and agree that:
the Products must be properly configured for your system or application;
that the nature of the Products and any networks they may operate upon allow
many possible configurations; that such configuration may be beyond the
scope of the documentation supplied with the Products; and that specialized
experience and training may be required to properly configure the Products.
You acknowledge and agree that it is your sole responsibility to ensure
that the Products and associated networks and systems are implemented and
configured such that emergency calls are properly handled, and that any
system or application based on the Products complies with all applicable
laws and regulations. You acknowledge and agree that telephone and
telecommunications systems can be complex and must be installed, 
implemented, and configured by the appropriate technically qualified
personnel, and that you or your authorized agents have the qualifications
necessary to properly implement and configure the Products to handle
emergency calls, if applicable. You further acknowledge and agree that it is
your sole and ongoing responsibility to ensure the proper operation of any
emergency calling system based on the Products, including, but not limited
to: initially and regularly testing the operation of the Products, including
testing the operation with emergency services; notifying and training all
users of any system on which the Products are installed how to use the
system for emergency calls; and notifying such users of any and all
limitations of your configuration and implementations of the Products and
any network or system the Products are used on or with. By using the
Products under this Agreement, you explicitly release Digium from any
warranty, duty, liability, or obligation to train you or any users of your 
system regarding the proper configuration, operation, or use of the Products
or any system or network they are used in conjunction with on which it is 
installed; to ensure that your configuration, implementation, or use of the
Products provides for the proper handling or routing of emergency calls; or
to ensure that your use of the Products is in compliance with any applicable
laws and regulations.

5. LIMITATION OF LIABILITY. To the maximum extent permitted by law 
Digium is not liable under any contract, negligence, strict liability or
other legal or equitable theory for any loss of use of the Products,
inconvenience or indirect damages of any character, including but not
limited to damages for copyright or patent infringement, whether special,
incidental or consequential (including, but not limited to, loss of revenue
or profit, work stoppage, computer failure or malfunction, failure of
connected equipment or programs, loss of information or data or loss of
goodwill) resulting from the use of the Products, relating to warranty
service, or arising out of any breach of this Agreement, even if Digium has
been advised of the possibility of such damages. The sole remedy for a
breach of the foregoing limited warranty is repair, replacement or refund of
the defective or non-conforming Product(s). The maximum liability of Digium
under this Agreement is limited to the purchase price of the Product(s)
which is the subject of the dispute. For purposes of clarification, to the
maximum extent allowed by applicable law Digium is not liable in any amount
for Excluded Product(s) as those Product(s) are provided at no charge. The
foregoing express written warranties and remedies are exclusive and in lieu
of any other warranties or remedies, express, implied or statutory.

6. WARRANTY. The terms under which Digium's Products are warranted are
defined in the Digium Standard Warranty Policy, available on www.digium.com,
the terms of which are included herein and incorporated by this reference.

6.1 WARRANTY EXCLUSIONS. For purposes of clarification, certain Digium
Products and Product families are not covered by Digium's Standard Warranty
Policy ("Excluded Products"). FOR THE EXCLUDED PRODUCTS, TO THE MAXIMUM
EXTENT ALLOWED BY APPLICABLE LAW, NEITHER DIGIUM, NOR ITS THIRD-PARTY
LICENSORS OR SUPPLIERS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR
AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND TO ANY END
USER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING,
BUT NOT LIMITED TO WARRANTIES OR REPRESENTATIONS OF MERCHANTIBILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT
OTHERWISE SPECIFICALLY AGREED IN WRITING BY SUCH PERSON OR ENTITY. TO THE
MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL DIGIUM, ITS
THIRD PARTY LICENSORS OR SUPPLIERS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES,
AFFILLIATES OR LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND,
INCLUDING INCIDENTAL, CONSEQUENTIAL, OR ECONOMIC DAMAGE OR INJURY TO
PROPERTY, LOST PROFITS OR LOST REVENUES, WEHTHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHER THEORY AND REGARDLESS OF WHETHER SUCH PERSON
OR ENTITY SHALL BE ADVISED OR HAVE REASON TO KNOW OF THE POSSIBLITY OF SUCH
DAMAGES, EXEPT TO THE EXTENT OTHERWISE AGREED IN WRITING BY SUCH PERSON OR 
ENTITY. The Excluded Products are defined in the follow subsections.  All
terms and conditions of this Agreement, apply to the Excluded Products as
detailed in this Agreement. 

6.1.1 PRODUCTS EXCLUDED FROM DIGIUM'S STANDARD WARRANTY POLICY 

The following Excluded Products are not covered by Digium's Standard
Warranty Policy and Digium expressly disclaims any liability arising from
use of such Excluded Products pursuant to Section 6.1.: 

Asterisk Desktop Assistant (ADA)
FAX for Asterisk
Skype for Asterisk
G.729 for Asterisk
HPEC for Asterisk

7. PROPRIETARY WORKS. The Product(s) contain trademarks, trade secrets
and/or copyrighted materials of Digium or its suppliers. 

7.1 You agree not to reverse engineer, decompile, or disassemble the
Software, except to the extent such restriction is expressly prohibited by
applicable law. You shall not disclose or make available such trade secrets
or copyrighted material in any form to any third party nor remove any
trademark notices, copyright notices, or licensing terms from the Software
or any components therein. 

7.2 You will not (except with regard to fair use or nominative use) without
Digium written consent, use the name, trademarks, trade names or logos of 
Digium, or the name of any product or service of Digium, in any manner. If 
Digium grants you a right to use the aforementioned, you will do so only in
strict compliance with Digium trademark policies.

8. TERMINATION. This Agreement shall terminate upon either destruction of
the Products or return of the Products by you to Digium. In the event of a
breach of the scope of use permitted by the grant in Section 2, or if you do
not comply with other materials terms and conditions of this Agreement,
Digium shall have the right to immediately terminate this Agreement, in
which case you must promptly destroy or return all Products to Digium.
Notwithstanding the foregoing, the provisions of Sections 5, 6, 7, 8, 9, 10,
11, 12 and 13 shall survive termination of this Agreement.

9. EXPORT RESTRICTION. You acknowledge that the Software, with the possible
exception of certain third-party components, is of United States origin.
The export and re-export of the Software is controlled by the United States
Export Administration Regulations and such Software may not be exported or
re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any
other country to which the United States embargoes goods. In addition, the
Software may not be distributed to persons on the Table of Denial Orders,
the Entity List, or the List of Specially Designated Nationals. By
downloading or using a Digium Software Product, you are certifying that you
are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or
any other country to which the United States embargoes goods and that you
are not a person on the Table of Denial Orders, the Entity List or the List
of Specially Designated Nationals.

10. TRANSFER AND ASSIGNMENT. This Agreement and the rights and obligations
under it are not assignable by you without the prior written approval of
Digium, voluntarily or by operation of law. Any attempt by you to assign
this Agreement without such approval shall be void. This Agreement shall
inure to the benefit of the successors and assigns of Digium.
Notwithstanding the foregoing, you may move the Software to different
internal computers to the extent consistent with the scope of license you
have purchased to the Software.

11. U.S. GOVERNMENT USERS. The Software and documentation qualify as
commercial items as defined at 48 C.F.R. 2.101 and 48 C.F.R. 12.212. All
Government users acquire the Software and documentation with only those
rights herein that apply to non-governmental customers of Digium.

12. GOVERNING LAW AND JURISDICTION AND DISPUTE RESOLUTION. This Agreement is
to be construed in accordance with and governed by laws of the State of
Alabama, excluding its conflict of law provisions. Digium and you agree to
submit to the personal and exclusive jurisdiction of, and agree that venue
is proper in, the Alabama State or Federal Courts located in the County of
Madison, Alabama, for any such legal action or proceeding. Digium and you
hereby expressly waive any right to a trial by jury and consent to a bench
trial in the event of a dispute. Digium and you agree to attempt to resolve
any dispute by direct communication between representatives of each party
who are authorized to finally resolve the dispute. The parties agree to
attempt to resolve the dispute within fourteen (14) days of notice of the
dispute having been provided to the party not invoking this clause and agree
not to resort to legal action, other than injunctions, during the fourteen
day dispute resolution period. The United Nations Convention on
International Sale of Goods, the application of which is expressly excluded,
does not govern this Agreement. 

13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties relating to the subject matter hereof and supersede all
prior writings, negotiations or understandings with respect thereto. The
provisions of this Agreement shall take precedence over any conflicting
terms in any subsequent purchase order, documentation or collateral. The
parties agree that this Agreement may be executed electronically and that
electronic copies of this Agreement shall be binding upon the parties. If
any provision of this EULA is held to be void, invalid, unenforceable or
illegal, the other provisions shall continue in full force and effect.

Digium EUPLA 20090327.1
