TeamSpeak End User License Agreement Last Updated: February 13th, 2007 THIS IS A LEGAL AGREEMENT between 'you', the end user of TeamSpeak brand software, TeamSpeak Systems, an Essen, Germany based company, and Triton CI & Associates LLC, a San Diego, California, USA based Limited Liability Company. Use of the software you are about to download or install indicates your acceptance of these terms. You also agree to accept these terms by so indicating at the appropriate screen, prior to the download or installation process. As used in this Agreement, the capitalized term 'Software' means the TeamSpeak voice communication software (either the freeware or commercial versions) together with any and all enhancements, upgrades, and updates that may be provided to you in the future by TeamSpeak Systems. Any terms in this agreement related to TeamSpeak product ownership, distribution, or modification will be handled in accordance with the laws of Essen, Germany. Any terms in this agreement related to compliance with TeamSpeak licensing, sales, or billing related issues will be handled in accordance with the laws of California, USA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD INDICATE SO AT THE BOTTOM OF THIS SCREEN AND DO NOT PROCEED. Ownership The Software and any accompanying documentation are owned by TeamSpeak Systems and ownership of the Software shall at all times remain with TeamSpeak Systems. Copies are provided to you only to allow you to exercise your rights under this Agreement. This Agreement does not constitute a sale of the Software or any accompanying documentation, or any portion thereof. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights relating to or in the Software or any accompanying documentation. All rights not expressly granted to you under this Agreement are reserved by TeamSpeak Systems. Grant of License Applicable To TeamSpeak for Commercial Entities Subject to the terms and conditions set forth in this Agreement, TeamSpeak Systems grants you a limited, non-exclusive, non-transferable and non-sublicensable right to use the commercial version of the Software solely in accordance with the following terms and conditions: 1. Use of TeamSpeak You may download and use TeamSpeak on multiple computers owned, leased or rented by you; however, you are the only individual with the right to use your licensed copy(ies) of TeamSpeak. All copies of TeamSpeak must include TeamSpeak Systems' copyright notice. 2. Third Party Distribution Prohibited Distribution of TeamSpeak by you to third parties is hereby expressly prohibited unless you obtain permission from TeamSpeak, in writing, to do so. 3. Authorized TeamSpeak Host Provider (ATHP) Licensing Fees Authorized TeamSpeak Host Providers (ATHPs) are entities that rent TeamSpeak servers to others for profit of ANY kind - be it monetary, from direct sales, advertising profit, or intangible goods and services. ATHPs typically charge their customers a monthly fee OR include TeamSpeak as part of other services or offerings to their customers free of charge. You are subject to ATHP usage based licensing fees if you charge an access or rental fee either directly, indirectly, OR via inclusion of a TeamSpeak server as part of any rental or other paid service **REGARDLESS** of whether or not you choose to charge for the TeamSpeak server itself. 4. ATHP Billing Cycles and Slot Count Calculation All ATHPs are billed in arrears based on usage information that is automatically tracked and reported back to us on a daily basis. Deliberately preventing normal communication (ie - via an outbound firewall) from any servers you host back to our servers for the purpose of allowing us to properly bill you or accurately determine your license status is strictly forbidden. In addition, changing the ServerMaxUsers setting (ie - the maximum slots or users allowed on the server) on a daily basis to deliberately alter our AVERAGE MONTHLY SLOT COUNT calculations in your favor is also strictly forbidden. For example, if you choose to sell a 50 slot server to a customer, the server MUST remain configured at 50 slots at all times. You may only change the ServerMaxUsers for each of your servers when the customer chooses to upgrade or downgrade their server's capacity. If you are registering to become an ATHP, you hereby acknowledge that there will be a $10 SETUP FEE in addition to a MINIMUM monthly license fee of $14 for a 100 minimum slot count. You further acknowledge that the initial invoice generated by our billing system may reflect up to 6 months of prior usage and BACK-OWED licensing fees may apply if you have profited from TeamSpeak in the past and have never been licensed. You also acknowledge and realize that initial invoices generated may be inaccurate and are subject to review by both parties. All ATHP based licensing is 'billed in arrears'. This means that you will be billed and invoiced on the first day of each month for all hosting based on AVERAGE MONTHLY SLOT COUNT that occurred during the previous month, with a minimum fee of $14 for a 100 minimum slot count. All payments are due 15 days after you receive your invoice (NET 15). ATHPs that fail to comply with our licensing requirements may have their ATHP license revoked and/or servers suspended. 5. ATHP Examples Examples where ATHP-based licensing applies include but are not limited to the following: a) Direct Fees - If you charge a monthly rental or usage fee for a TeamSpeak server OR channel you are subject to ATHP licensing fees. b) Indirect Fees - If you "sponsor" a clan and ask them to advertise for you in return for the use of a TeamSpeak server OR channel you are subject to ATHP licensing fees. c) Inclusion Fees - If you are a Game Server Provider (GSP) that hosts a TeamSpeak server OR channel to someone who is paying a monthly fee to rent a game server then you are subject to ATHP licensing fees REGARDLESS of whether or not you choose to charge for the TeamSpeak server itself. 6. Single Server Use (SSU) Licensing Fees SSU fees are for entities that wish to use TeamSpeak in a commercial environment but are not in the business of renting servers. This is a one time (non-recurring) license fee good for 1 year of free version updates for the SERVER, as they are made available, for the EXISTING version of TeamSpeak for which the license was purchased. After the 1 year period expires, you may continue using the existing version of TeamSpeak for which you purchased the SSU license, but you may not be able to upgrade to the next major release version without an additional upgrade fee. 7. SSU Examples Examples where SSU licensing applies include but are not limited to the following: a) A company that wants to use TeamSpeak as a means of teleconferencing with co-workers to cut costs on typical long distance telephone charges. b) An ATHP that wants to use a TeamSpeak server for internal corporate communication. The TeamSpeak server MUST reside on a physical server that is not a part of the ATHP's normal customer base or ATHP-licensed server farm. 8. SSU Upgrades TeamSpeak Systems will provide you with free upgrades for a period that begins on the purchase date and ends 365 days later. Such upgrades will include any upgrades for the EXISTING version of TeamSpeak, for which your SSU license was purchased, that are released by TeamSpeak Systems for general distribution to TeamSpeak licensees during the one year period for which you are entitled to receive free upgrades. TeamSpeak Systems has no obligation to provide you with any upgrades that are not released for general distribution to TeamSpeak Systems' other licensees. Nothing in this Agreement shall be construed to obligate TeamSpeak Systems to provide upgrades to you under any circumstances. 9. Billing All billing is handled by Triton CI & Associates. Any and all licensing or billing related inquiries must be e-mailed to sales@tritoncia.com. 10. Pricing The latest pricing information can always be found on Triton's website via the following link: http://sales.tritoncia.com/pricing.php Grant of License Applicable To TeamSpeak for Non-Commercial Entities Subject to the terms and conditions set forth in this Agreement, TeamSpeak Systems grants you a limited, non-exclusive, non-sublicensable, and revocable right to use the freeware version of the Software solely in accordance with the following terms and conditions: 1. Use of TeamSpeak TeamSpeak is being distributed as Freeware. It may be freely used, copied and distributed as long as it is not sold and all original files are included, including this license. You may download and use both the TeamSpeak Client or Server applications on as many computers as you require. TeamSpeak servers are defined as ANY server upon which a connection is allowed -- be it virtual or physical. You may host up to 1000 slots TOTAL within your ENTIRE organization. In addition, the maximum number of servers and slot counts configured on each server must not exceed any ONE of the following configurations: a) 10 servers, 100 slots each, for a total of 1000 slots b) 4 servers, 250 slots each, for a total of 1000 slots c) 2 servers, 500 slots each, for a total of 1000 slots d) 1 server, 1000 slots, for a total of 1000 slots 2. Non-Profit Organization (NPO) License IMPORTANT: As of August 1st, 2006, the NPO license is no longer being offered to any organizations. We feel strongly that we already have sufficient organizations that have acquired an NPO license and we have no immediate plans to offer this license type again in the future. Some non-profit organizations (NPOs) may be granted a special NPO license which allows them to exceed the 1000 slot limit imposed by Section 1 above. Such organizations must remain 100% NON-PROFIT at all times and must be free of any advertisements, Paypal donation buttons, or any other form of profit of ANY kind - be it monetary, advertising profit, or intangible goods and services received as reward or compensation of any kind. In essence, licensed NPOs MUST meet ALL of the following REQUIREMENTS at all times: a) You must be a 100% non-profit entity. If we cannot easily determine this by visiting your website we may require you to provide us with documented proof. b) You cannot advertise for any sort of profit OR for any commercial entity at all on your website. In addition, and due to abuse, we also don't allow the use of Paypal buttons anywhere on your site. c) You are not allowed to benefit from profit of ANY kind - be it monetary, advertising profit, or intangible goods and services received as reward or compensation. d) Your website must be up and running/active/live so we can visit the site and review its content from time to time. e) Your entity must be large enough to require at least 1000 slots (regardless of the number of servers). HOWEVER, as of January 1st, 2007, you CANNOT host more than 5000 slots TOTAL throughout your entire organization. If you are currently a licensed NPO and you are exceeding a TOTAL of 5000 slots throughout your entire organization, you MUST shutdown any extra servers NO LATER THAN January 1st, 2007. For further information please contact sales@tritoncia.com. Please note that a typical gaming guild or clan hosting a private TeamSpeak server for themselves (up to 100 slots) OR renting a server from an Authorized TeamSpeak Host Provider (ATHP) is NOT considered an NPO, will NOT qualify to receive an NPO license, and must abide by the terms and conditions set forth in this license agreement. 3. Distribution Permitted You may make copies of your copy of TeamSpeak to give to others provided that such copies are not modified from the original downloaded copy of TeamSpeak. You may not charge a fee for distributing copies of TeamSpeak. If a copy of TeamSpeak is distributed, TeamSpeak Systems requests that you send TeamSpeak Systems an e-mail addressed to sales@tritoncia.com notifying TeamSpeak Systems of such distribution and the identity of the person or entity receiving the copy of TeamSpeak. 4. Termination TeamSpeak Systems may terminate your license for TeamSpeak at any time, for any reason or no reason. TeamSpeak Systems may also terminate your license in TeamSpeak if you breach any of the terms and conditions set forth in this Agreement. Upon termination, you shall immediately destroy all copies of TeamSpeak in your possession, custody or control. 5. Fees There is no license fee for TeamSpeak for Non-Commercial Entities. If you wish to utilize TeamSpeak within a commercial environment, you will be required to pay the applicable license fees (see below). 6. Examples Examples of Non-Commercial Entities include but are not limited to the following: a) An individual hosting a single TeamSpeak server configured to allow up to 100 slots for their online gaming clan using their home Cable/DSL connection for non-profit. b) An individual hosting 10 TeamSpeak servers with 100 slots each but does NOT ask for fees, does not advertise, nor receives any sort of compensation or benefits for doing so. c) An individual that rents a dedicated server from a hosting company but does NOT ask for fees from clan members AND does NOT rent or share space with others for profit. d) A church or other non-profit, non-commercial organization hosting a free TeamSpeak server for online bible study discussions. e) A public or non-commercial school hosting 1 TeamSpeak server on 10 physical machines, each configured to allow no more than 100 slots and is completely free of charge to students, allowing them to receive help with homework for their classes online. If you are uncertain as to whether your organization qualifies as a Non-Commercial Entity you must contact us via e-mail at sales@tritoncia.com. Prohibited Conduct You represent and warrant that you will not violate any of the terms and conditions set forth in this Agreement and that: You will not, and will not permit others to: (i) reverse engineer, decompile, disassemble, derive the source code of, modify, or create derivative works from the Software; or (ii) use, copy, modify, alter, or transfer, electronically or otherwise, the Software or any of the accompanying documentation except as expressly permitted in this Agreement; or (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software whether n a stand-alone configuration or as incorporated with other software code written by any party except as expressly permitted in this Agreement. You will not use the Software to engage in or allow others to engage in any illegal activity. You will not engage in use of the Software that will interfere with or damage the operation of the services of third parties by overburdening/disabling network resources through automated queries, excessive usage or similar conduct. You will not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties. You will not transfer the Software or utilize the Software in combination with third party software authored by you or others to create an integrated software program which you transfer to unrelated third parties. Upgrades, Updates And Enhancements All upgrades, updates or enhancements of the Software shall be deemed to be part of the Software and will be subject to this Agreement. Disclaimer of Warranty THE SOFTWARE IS PROVIDED ON AN 'AS IS' BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE AND AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TEAMSPEAK SYSTEMS NOR TRITON CI & ASSOCIATES, LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, TEAMSPEAK SYSTEMS' OR TRITON CI & ASSOCIATES, LLC'S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS LICENSE SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES (IF ANY) YOU PAID FOR THIS LICENSE. Legends and Notices You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or any accompanying documentation. Term and Termination This Agreement is effective upon your acceptance as provided herein and payment of the applicable license fees (if any), and will remain in force until terminated. You may terminate the licenses granted in this Agreement at any time by destroying the Software and any accompanying documentation, together with any and all copies thereof. The licenses granted in this Agreement will terminate automatically if you breach any of its terms or conditions or any of the terms or conditions of any other agreement between you and TeamSpeak Systems. Upon termination, you shall immediately destroy the original and all copies of the Software and any accompanying documentation, or return them to TeamSpeak Systems. Software Suggestions TeamSpeak Systems welcomes suggestions for enhancing the Software and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to TeamSpeak Systems' business. You acknowledge that all title, ownership rights, and intellectual property rights concerning such suggestions shall become the exclusive property of TeamSpeak Systems and may be used for its business purposes in its sole discretion without any payment or accounting to you. Miscellaneous This Agreement constitutes the entire agreement between the parties concerning the Software, and is subject to change by TeamSpeak Systems at any time. This Agreement shall be governed by the laws of Essen, Germany, excluding its conflict of law provisions. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of Essen, Germany and you expressly consent to the exercise of personal jurisdiction in the courts of Essen, Germany in connection with any such dispute. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.