END USER AGREEMENT

IMPORTANT – READ CAREFULLY BEFORE COMPLETING YOUR PURCHASE.

THE INFORMATION CONTAINED HEREWITH IS COPYRIGHTED. BY DOWNLOADING OR COPYING ANY MATERIAL PROVIDED HEREWITH TO YOUR COMPUTER OR BY PURCHASING ANY PAPER COPY OR CD-ROM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PRIOR TO DOWNLOADING, OPENING OR COPYING TO YOUR COMPUTER ANY FILES(S) OR COMPLETING YOUR PURCHASE OF A PAPER COPY OR CD-ROM, YOU SHOULD DECLINE ACCESS TO SUCH MATERIALS, OR IF SUCH MATERIALS ARE CONTAINED ON DISKETTE(S) YOU SHOULD RETURN THE DISKETTE(S) AND ANY DOCUMENTATION DELIVERED THEREWITH WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT THEREOF TO THE ALLIANCE FOR TELECOMMUNICATIONS INDUSTRY SOLUTIONS ("PUBLISHER"), 1200 G STREET, NW, SUITE 500, WASHINGTON, DC 20005.

1. LIMITED WARRANTY: Subject to the provisions contained herein, the Alliance for Telecommunications Industry Solutions, Inc. ("Owner") shall honor the representations and warranties expressly described herein pertaining to any Paper Copy, CD-ROM or Electronic Download (the “Product”):

(a) Owner warrants for your benefit alone that, unless disclosed in the Product to the contrary, Owner owns and can sell or license the Product and all copyright, trademarks and other intellectual property rights related thereto or therein, free and clear of any and all liens, claims and encumbrances.

(b) THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCT AND OWNER MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO ANY OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, ANY OF THE PRODUCT. OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF OWNER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.

2. INDEMNIFICATION:
(a) Neither Owner nor any agent, representative, publisher or distributor of Owner, or any of their respective directors, officers, employees, agents, representatives or members (collectively, "Owner Indemnified Parties") shall have any liability for, and you shall defend, indemnify and hold each of the Owner Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.

(b) You shall have no obligation or liability for, and Owner shall defend, indemnify and hold you harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon a claim of infringement of any valid, copyright, trademark or other intellectual property right of any third party in or to the Product, provided that you (i) notify Owner in writing within ten (10) days of any such claim and Owner has sole control of the defense thereof and all settlement negotiations related thereto, (ii) cooperate with Owner in defending or settling such claim, (iii) make no statement, written or oral, prejudicial to Owner, and (iv) such claim is not caused by or contributed to any of your acts of or acts of your directors, officers, employees, representatives, agents or contractors, other than the use of the Product in accordance with this Agreement.

3. LIMITATION OF LIABILITY:

(a) You acknowledge that each of Owner's obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of any of the Product (whether or not such use was consistent with any license granted hereunder) created therefrom. Whether or not Owner has been advised of their possibility, neither Owner nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence), or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.

(b) If at any time an allegation of infringement of any rights of any third party is made, or in Owner's opinion is likely to be made, with respect to any of the Product, Owner may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the fee paid for the Product. Owner shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section. Notwithstanding anything contained in this Agreement, and except as set forth in this Section, Owner's liability to you for damages pursuant to this Section, if any, shall not exceed the amounts of the fee paid by you for the Product subject to any such claim.

(c) Sections 2(b) and 3(b) state the entire liability of Owner with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any of the Product

4. GRANT OF LICENSE FOR ELECTONIC DOWNLOADS: Subject to the provisions contained in this Section and to the payment of all applicable fees, the Owner grants you a non-exclusive, non-transferable license to the materials or Product contained herewith. Notwithstanding anything contained in this Agreement to the contrary, Owner retains all right, title and interest in and to all of the Product. Your licensed rights to the Product are limited to the following:

(a) This Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this Agreement.

(b) You may install one copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you. In the event that this computer ceases to function such that you are unable to access the Product, you may transfer the Product (in whole and not in part) to another computer, provided that the Product (in whole and not in part) is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted. Upon downloading any file(s) to your computer, you may retain only one (1) copy on a diskette or any other backup media to be used only for backup purposes. Upon copying any file(s) on your computer, you may retain the diskette(s), if any, for back-up purposes only. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on any of the Product. You may copy the Product only as permitted under this Section 4(b).

(c) You acknowledge and agree that the Product is proprietary to Owner protected under U.S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with Owner.

(d) You shall provide Owner or any designee of Owner with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with Owner and any of its designees to assure compliance..

(e) This Agreement may be terminated immediately by Owner upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall within ten (10) days either return the diskette(s), if any, to Publisher or certify in writing to Publisher the deletion of the Product from your computer.

5. GOVERNING LAW; ATTORNEY'S FEES: This Agreement shall be governed by the laws of the State of New York without reference to its conflict of laws provisions and you further consent to jurisdiction by the state and federal courts sitting in the State of New York.

6. MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between Owner and you with respect to the subject matter hereof, and supercedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of Owner and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.

7. EXPORT: You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.

YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.

To proceed with your purchase, please indicate your agreement to comply with the terms of the program as set forth above.