OCTROTALK LICENSE AGREEMENT

THE TERMS AND CONDITIONS OF THIS LICENSE, THE USE OF WHICH IS LICENSED BY OCTRO INC (OR OCTRO) TO THE ORIGINAL END USER (TO YOU), FOR YOUR USE ONLY, ARE AS SET FORTH BELOW.

TERMS AND CONITIONS

LICENSE. Octro grants you a limited, nonexclusive license to use the accompanying software program(s) (the "Client") on a specific device subject to the terms and restrictions set forth in this License Agreement. The license cannot be transferred to any user or device owned by you, except in the first year of the license period. In the first year, you can switch your devices up to 5 times. The License is only for the Client (software) and does not include the supporting services provided by Octro or the usage of Octro servers.

You are not permitted to use the Client in any manner not expressly authorized by this License. You acknowledge and agree that ownership of the Client and all subsequent copies thereof, regardless of the form or media, are held by Octro or its suppliers.

NO WARRANTY. This Client and all related documentation are provided on an "as is" basis and at your own risk and responsibility. Octro makes no warranties, terms, or conditions, express, implied or statutory, as to any matter whatsoever. In particular, any and all warranties, terms or conditions of merchantability, fitness for a particular purpose or non-infringement of third parties rights are expressly excluded. Further, the developers make no representations, warranties, terms or conditions that the software and documentation provided are free of errors or that the software and documentation are suitable for your intended use.

LIMITATION OF LIABILITY. To the full extent allowed by law, Octro also excludes for itself and its suppliers any liability, whether based in contract or tort (including negligence), for incidental, consequential, indirect, special, or punitive damages of any kind, or for loss of revenue or profits, loss of business, loss of information or data, or other financial loss arising out of or in connection with the sale, installation, maintenance, use, performance, failure, or interruption of this product, even if the developers or their authorized reseller has been advised of the possibility of such damages, and limits its liability to replacement of the software on new media, or refund of the purchase price paid, at the option of the developers. This disclaimer of liability for damages will not be affected if any remedy provided herein shall fail of its essential purpose.

AUTOMATIC UPDATES. The OctroTalk Client may communicate with Octro's servers to check for available updates to the software, including bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates") and to check the ownership/licensed use of the Client. During this process, the Client sends Octro a request for the latest version information. By installing OctroTalk, you hereby allow the Client to automatically send and receive the requests.

TRANSFER OF THE LICENSE. The Client is licensed for use on your own single device, except in the first year of the license period. In the first year, you can switch your devices up to 5 times. After one year of purchasing the license, the license is not transferable to any other device of same type or different type in any situation whatsoever including damage or theft of your device. You may not transfer this license to any other user even in the first year of the license period.

REVERSE ENGINEERING. Modification, reverse engineering, reverse compiling, or disassembly of the Client is expressly prohibited.

TERMS OF THE USE. The free download entitles you to a 15 Day free trial use of this product. After 15 days, the Client will stop working. You may purchase a license key thereafter to get the full usage of this product extended.

PROPER AND LEGAL USE. You are responsible for your own communications and for any consequences thereof. You agree to use the Client or any of its part or the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data and export control laws.

SEVERABILITY. In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

ENTIRE AGREEMENT. This License Agreement and the accompanying Limited Warranty set forth the entire agreement between you and Octro, supersedes all prior agreements, whether written or oral, with respect to the Client, and may be amended only in a writing signed by both parties.

INDEMNIFICATION. You agree to hold harmless and indemnify Octro, and its developers, subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to your use the Client and the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Octro will provide you with written notice of such claim, suit or action.

GOVERNING LAW. This License Agreement shall be governed by the laws of the State of Delaware and by the laws of the United States, excluding their conflicts of laws principles.

OCTROTALK SERVICE AGREEMENT

THE TERMS AND CONDITIONS OF THIS SERVICE (CALLED THE "OCTROTALK SERVICE" OR THE “SERVICE’), THE USE OF WHICH IS LICENSED BY OCTRO INC TO THE ORIGINAL END USER (TO YOU), FOR YOUR USE ONLY, ARE AS SET FORTH BELOW.

TERMS AND CONITIONS OF THE OCTROTALK SERVICE

OCTROTALK LICENSE AGREEMENT. The OctroTalk Licnese allows you to use the software for a limited free period or for an extended period when you purchase the software. The license is only for downloading and using the Client (or the software) and it does not include any services provided by Octro or the use of Octro servers.

Any services provided by Octro is complimentary and can be withdrawn at any time, without any prior notice to you, or Octro may charge you on time basis or usage basis for using the Octro services and/or servers.

PROXY AGREEMENT: I understand and agree that OctroTalk proxy server may be acting on my behalf in relaying my messages to some or all of the IM networks and to my device. I understand that data transmitted from my device can go through a proxy operated by Octro, and can be stored temporarily or permanently there.

I agree that Octro has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained or transmitted by OctroTalk.

NO GUARANTEE OF SERVICE AVAILABILITY: I understand and agree to the disclosure that there is no guarantee implied or otherwise that this service will continue to be provided for any length of time with or without payment of money for this service.

I understand and agree that Octro reserves the right to modify, suspend or discontinue the Service with or without notice at any time.

I understand and consent to the fact that Octro has no agreement, whatsoever, with Google, Jabber, Microsoft, Yahoo, AOL or ICQ to provide their services, and the blocking, interruption or changes in their services or framework may cause a complete or partial, permanent or temporary, interruption of the OctroTalk service.

OCTRO SERVERS FOR IM SERVICES. The OctroTalk license allows you to use your own servers or third party servers for these services. You may be able to use Octro servers only if Octro allow you access to their servers. Octro has right to stop this service any time or charge you for using this service and even if the service was available when you purchased the licence.

OCTRO SERVERS FOR VoIP SIP SERVICE.  The OctroTalk license allows you to use your own server or third party server for SIP service. You may be able to use Octro servers only if Octro allow you access to their servers. Octro has right to stop this service any time or charge you for using this service and even if the service was available when you purchased the licence.

OCTRO SERVERS FOR VIDEO STREAMING.  The OctroTalk license allows you to use your own server or third party server for SIP service. You may be able to use Octro servers only if Octro allow you access to their servers. Octro has right to stop this service any time or charge you for using this service and even if the service was available when you purchased the licence.

THIRD-PARTY CONTENT. I understand and agree that Octro takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does Octro have any obligation to monitor such third-party content.

I further agree that Octro reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Octro, its users and the public. Octro will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

PROPER AND LEGAL USE. I understand and agree that I am responsible for my own communications and for any consequences thereof. I agree to use the Client or any of its part or the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data and export control laws.

I understand and agree that I shall not, shall not agree to, and shall not authorize or encourage any third party to:

(i) use the Service or the Client to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable;

(ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;

(iii) prevent others from using the Service or the Client;

(iv) use the Service for any fraudulent or inappropriate purpose.

I understand and agree that any violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Octro reserves the right, but shall have no obligation, to investigate your use of the Service or the Client in order (a) to determine whether a violation of the Agreement has occurred or (b) to comply with any applicable law, regulation, legal process or governmental request.

OTHER CHARGES: I also understand that sending and receiving messages will require the use of my data network I will incur usage charges (as determined by my Carrier or Internet Service Provider) for this data transfer.

Octro may, in its sole discretion, modify or revise at any time these Terms of OctroTalk Service Agreement, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use the "Service" or download or use the OctroTalk client software.

GOVERNING LAW: This Service Agreement shall be governed by the laws of the State of Delaware and by the laws of the United States, excluding their conflicts of laws principles.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE CLIENT AND THE SERVICE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS.

Octro Inc., CA 95014 United States of America www.octro.com February 26, 2009.