Application Service Provider License Agreement

Exhibit 10.10

TWISTED PAIR SOLUTIONS, INC.
APPLICATION SERVICE PROVIDER LICENSE AGREEMENT


This Application Service Provider License Agreement (" Agreement" ) between Twisted Pair Solutions, Inc. (" TPS" ) and GlobalTel IP, Inc. (" ASP" ), entered into as of the Effective Date identified in Schedule A, governs ASP' s licensed rights to use, reproduce, market and license access to software and related products and documentation proprietary to TPS, and consists of the following:

This Signature Page

Schedule A Scope, General Terms and License Fees

Schedule B Territory

Schedule C Standard Terms and Conditions

Appendix I to Schedule C End User License

Schedule D Licensed Products and Fees

Schedule E Licensed Marks

Schedule F Maintenance, Support and Training Agreement

Schedule G ASP Administrative & Billing Contact


1.

TPS Address and Contact:

Twisted Pair Solutions, Inc.

Attn: President

3131 Elliott Avenue

Suite 200

Seattle, WA 98121 USA

Tel.: +1 (206) 442-2101
Fax: +1 (206) 812-0737

2.


GlobalTel IP, Inc.

Attn: Larry M. Reid

7999 N Federal Hwt

Suite 401

Boca Raton, FL 33487

Tel.: 561-939-3300

Fax: 561-981-3540


By signing below, the parties acknowledge that they agree with the terms and conditions of this Agreement, and each signatory represents and certifies that he or she is authorized to sign on behalf of his or her respective party and bind it to all of the terms and conditions of this Agreement:

TWISTED PAIR SOLUTIONS, INC.


By: /s/ *


Printed Name: *


Title: *


Date: 8/2/06

ASP


By: /s/ Larry M. Reid


Printed Name: Larry M. Reid


Title: Executive Vice President & CFO


Date: 8/1/06


* Confidential portion has been omitted and filed separately with the Securities and Exchange Commission.


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 1 of 22


TWISTED PAIR SOLUTIONS, INC.
APPLICATION SERVICE PROVIDER LICENSE AGREEMENT

SCHEDULE A
SCOPE, GENERAL TERMS AND LICENSE FEES


1.

EFFECTIVE DATE

August 1,2006

2.

LICENSED PRODUCT(S)

The Licensed Product(s) are identified in Schedule D.

3.

LICENSED MARKS

The Licensed Marks are identified in Schedule E.

4.

TERRITORY

The Territory of applicability for this Agreement is identified in Schedule B.

5.

LICENSE TERM

The initial term of this Agreement is five years from the Effective Date, subject to terms governing termination and renewal as set forth in Schedule C.

6.

LICENSE FEES

The License Fees are set forth in Schedule D.

7.

MAINTENANCE, SERVICE AND TRAINING FEES

ASP shall pay TPS fees for maintenance, service and training as set forth in Schedule F hereto, provided that such Schedule F is separately signed by authorized representatives of the parties.


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 2 of 22


TWISTED PAIR SOLUTIONS, INC.
APPLICATION SERVICE PROVIDER LICENSE AGREEMENT

SCHEDULE B
TERRITORY

1.

MARKETS


ASP is authorized to sell the Service into the following markets and market segments:

Small, Medium & Large Business (non-service providers)

Small and Medium Municipalities

2.

GEOGRAPHY


3.1 Authorized Geographic Areas. ASP is authorized to sell the Service into the following geographic areas:

North America, Central America and South America

3.2 Limitations . Based on the limited laws to adequately protect the intellectual property of TPS Products, ASP will distribute Licensed Products in accordance with the restrictions imposed by the Bureau of Industry and Security (BIS) of the U.S. Dept. of Commerce (www.bxa.doc.gov).


This schedule may be modified per agreement of both parties.


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 3 of 22


TWISTED PAIR SOLUTIONS, INC.
APPLICATION SERVICE PROVIDER LICENSE AGREEMENT

SCHEDULE C
STANDARD TERMS AND CONDITIONS

The following standard terms and conditions apply:

1

DEFINITIONS. For purposes of this Agreement, the following definitions apply to the respective terms:

1.1

" Agreement" means this Agreement, consisting of the Signature Page, Schedules A through F, Appendix I to Schedule C, and any additional documents attached and initialed by the parties.

1.2

The terms " buy" , " purchase" , " sale" , " sell" and other similar terms, when used in connection with the license of access to the Licensed Product(s) shall mean the granting of a license or sublicense and shall not be deemed for any purpose to mean a transfer of title or other rights of ownership in the Licensed Product(s), other than the rights specifically set out in this Agreement or in applicable End User License Agreements.

1.3

" Confidential Information" means all business, marketing and technical information of each party considered by each to be trade secrets or otherwise valuable proprietary information, designated or marked as such by either party, or orally disclosed by one party to the other party as proprietary and followed by a written notice of such designation within thirty (30) days of the oral disclosure indicating the information was confidential. Confidential Information shall not include information that (i) is now or later becomes publicly known (other than as a result of a breach of this Agreement); (ii) is independently developed by the receiving party; (iii) the receiving party lawfully obtains from any third party without restrictions on use or disclosure; or (iv) is required to be disclosed pursuant to court order or operation of law.

1.4

" Derivative Works" means a revision, modification, translation, abridgment, condensation or expansion of the Software or Documentation or any form in which the Software or Documentation may be recast, transferred, or adapted, which, if prepared without TPS' consent, would be a copyright infringement.

1.5

" Documentation" means those software user manuals, reference manuals and installation guides, or portions thereof (if any), which are distributed in conjunction with the Software, identified in Schedule D.

1.6

" End User" means a person or entity that subscribes to a hosted service for Internal Use.

1.7

" End User License Agreement" means the agreement between TPS and an End User to subscribe to the Service, a form of which is attached hereto as Appendix I.

1.8

" TPS Intellectual Property" means the Licensed Product(s), the Marks and any intellectual property right associated therewith.

1.9

" Internal Use" means use for purposes that do not directly produce revenue for the user.

1.10

" Licensed Product(s)" means the Software and Documentation identified in Schedule D. TPS reserves the right at any time to make changes to any Licensed Product(s), including without limitation changes required (i) for security or (ii) to facilitate performance in accordance with specifications by providing no less than (6) months written notice to ASP before the effective date of any change.

1.11

" Marks" means the TPS trademarks, trade names, service marks, logos, designs and insignias, as well as any third-party marks licensed to TPS that TPS has a right to sublicense, as identified in Schedule E.


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 4 of 22


1.12

" Service" means the hosted service operated and maintained by ASP which makes available the Licensed Product(s) solely for access and use by End Users. ASP may not resell the Service to other service providers for resale ..

1.13

" Territory" means the market and geographical restrictions set forth in Schedule B.

1.14

" Software" means the computer programs, including (binary) object code, identified in Schedule D.

1.15

Licensed Product(s) . TPS hereby grants to ASP a nonexclusive and nontransferable right and license to (i) install, store, operate and use the Licensed Product(s), in (binary) object code format only, and (ii) market and license access to the Licensed Product(s) within the Territory directly to End Users solely as a part of the Service offering. ASP shall have no rights to use, copy, market, distribute, sublicense or sell the Licensed Product(s) other than in connection with the Service, either on a stand-alone basis or bundled with or embedded in any other product. ASP may not sublicense the Licensed Products to any third party who intends to offer the Licensed Products as a service to End Users. ASP may create copies of the Licensed Product(s) for non-commercial backup and archival purposes only. Nothing in this paragraph precludes ASP from selling the Service through dist ribution channels as a point of sale activation.

1.16

Trademarks . TPS hereby grants to ASP the nonexclusive and nontransferable right and license to use and display the Marks solely in connection with and only to the extent reasonably necessary for the marketing, license of access to and support of the Service during the term of this Agreement, provided that any such use and display shall comply with TPS' then current trademark usage policies identified in Schedule E. ASP must include the phrase " Powered by WAVE99" in all marketing and advertising materials regarding the Service.

1.17

Third-Party License . If all or any part of the Licensed Product(s) delivered to ASP has been licensed to TPS by a third-party software supplier, then ASP is granted a sublicense to the third-party software subject to the same terms and conditions as those contained in the agreement between TPS and such third-party software supplier. TPS reserves the right to substitute any third-party software in the Licensed Product(s) with a three (3) month' s notice to ASP as long as the substitute third-party software does not materially affect the functionality of the Licensed Product(s).

1.18

Product Modification. ASP shall have no rights directly or indirectly to (i) decompile, reverse engineer, disassemble, modify or perform any similar type of operation on the Licensed Product(s), or any portion thereof, or (ii) prepare any other form of Derivative Works. ASP hereby irrevocably assigns to TPS all right, title, and interest in and to all Derivative Works, whether or not authorized by TPS.

1.19

Limitations . Notwithstanding any of the foregoing, ASP is prohibited from marketing and licensing access to the Service in any country where the proprietary rights of TPS and its third-party licensors in the Licensed Product(s) would not be recognized or would not be protected under the laws of such country. The list of countries where such distribution is prohibited is included in Schedule B.

1.20

Reservation of Rights . TPS reserves all rights not expressly granted under this Agreement, including, but not limited to, the rights to market, sublicense, sell and distribute the Licensed Product(s) to application service providers and End Users directly or indirectly through its distribution channels. Without limiting the generality of the foregoing, ASP shall have no right to license access to the Licensed Product(s) except to End Users for Internal Use in connection with the Service as expressly set forth herein.

1.21

Hosting. ASP will supply all equipment, software and services (other than the Licensed Product(s)) necessary for the operation and maintenance of the Service and will operate and maintain the Service in good working order and such as to ensure full functionality and availability for commercial or consumer customers at least 99.5% of the time per calendar month as averaged over any given calendar month. Availability of 99.9% or greater shall be


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 5 of 22


maintained if ASP sells the Service to government customers. Government customers include, but are not limited to, public safety, state and local government, education, defense and federal agencies. ASP will promptly update the Service with any updates, maintenance modifications or other changes as may be provided by TPS from time to time in its discretion.

1.22

Reporting. ASP will provide information as requested by TPS regarding server capacity, network bandwidth, saturation levels, number of hits, performance benchmarks, data back-up procedures, security, or other information as TPS may determine.

2

PRICING, PAYMENT, REPORTS AND RECORDS

2.1

Pricing and License Fees . ASP shall pay to TPS the License Fees set out in Schedule D as required therein, exclusive of all applicable taxes. ASP shall charge a monthly fee to End Users for the Service ..

2.2

Taxes . ASP agrees to pay all taxes associated with the marketing and licensing of access to the Service, including but not limited to sales, use, excise, added value and similar taxes and all customs, duties or governmental impositions, but excluding taxes on TPS' net income. Any tax or duty TPS may be required to collect or pay upon the marketing or licensing of access to the Service shall be paid by ASP, and such sums shall be due and payable to TPS upon delivery. If ASP claims a tax exemption, ASP must provide TPS with valid tax exemption certificates.

2.3

Payment and Reporting . ASP is required to submit to TPS a monthly usage report no later than thirty days after the last day of the previous calendar month together with payment for the amounts due TPS. The report will detail (i) the customer, (ii) the quantity and retail price of Licensed Products (as described in Schedule D) that are subscribed to by said customer, (iii) minutes of use, (iv) the calculation of fees, costs, and any other amounts payable by End Users with respect to each subscription, and (v) the total amounts due to TPS based on said report. ASP agrees to make available other information that may be requested by TPS after the date hereof, including, without limitation, information regarding server capacity, network bandwidth, saturation levels, performance benchmarks, data back-up procedures and security.

2.4

Interest. Interest shall accrue on any unpaid payment or payment balance at an annual rate of 1.5% per month, or, if lower, at the highest lawful rate, calculated from the date the payment is due to the date it is received by TPS.

2.5

Record Keeping. ASP shall at all times maintain accurate and current written records of ASP' s marketing and licensing activities related to the Service, including, but not limited to, subscription figures, churn rates, and any other information as to which record keeping may be requested by TPS after the date hereof. The records shall be adequate to determine ASP' s compliance with this Agreement and the sums due to TPS. The records shall conform in accordance with good data processing practice commonly accepted in the industry.

2.6

Records Examinations . ASP agrees to allow TPS to examine ASP' s records to monitor ASP' s compliance with this Agreement. Any examination will be conducted only by an authorized representative of TPS, and will occur during regular business hours at ASP' s offices and will not interfere unreasonably with ASP' s business activities. Examinations will be made no more frequently than quarterly, and TPS will give ASP no less than fifteen (15) business days prior written notice of the date of the examination and the name of the TPS authorized representative who will be conducting the examination (" Examiner" ). The audit will be conducted at TPS' expense unless the results of such audit establish that inaccuracies in the monthly reports have resulted in underpayment to TPS of more than 10% of the amount due in any month, in which case ASP shall bear the exp enses of the audit. Examiner' s activities shall be subject to a non-disclosure agreement between Examiner and ASP. Examiner will give ASP and TPS an examination report containing only the information necessary to indicate compliance or non-compliance with this Agreement.


Service Provider License Agreement Twisted Pair Solutions, Inc.Page 6 of 22


3

INTELLECTUAL PROPERTY RIGHTS

3.1

Acknowledgment of TPS' Rights . For purposes of this Agreement, and with the exception only of those elements (if any) of the Licensed Product(s) that TPS specifically identifies and designates as third-party software, ASP acknowledges and confirms TPS' exclusive worldwide rights in, and the validity of, the TPS Intellectual Property. ASP agrees not to challenge or otherwise to interfere with TPS' use and ownership of the TPS Intellectual Property. ASP agrees not to use, employ or attempt to register any trademarks, trade names, service marks, logos, designs or insignias that are similar to, or likely to be confusing with, the Marks. Title to the Licensed Product(s) is vested and shall remain in TPS, or, as applicable, in such third party from whom TPS holds rights of license and distribution, and title does not pass with any license under this Agreement.

3.2

End User License Agreements . ASP agrees to exercise commercially reasonable efforts to ensure that each End User understands, and agrees to be bound by, an appropriate End User License Agreement that is no less restrictive in its application to the Service and the Licensed Product(s) than the then-current form of TPS End User License Agreement, the most current version of which is attached as Appendix I hereto. TPS will notify ASP of changes in the End User License Agreement no less than three (3) months before it will become effective.

3.3

ASP' s Waiver of Rights. ASP further acknowledges that it has no rights of any kind anywhere in the world in any TPS Intellectual Property other than those limited rights granted by this Agreement. Accordingly, ASP waives (a) all claims of any right by ASP in any TPS Intellectual Property and (b) the right, if any, to file or own in its own name or in that of any designee, any application for registration of any trademark, copyright, patent, industrial design, trade secret or other intellectual property which forms part of any TPS Intellectual Property, or to own any registration or patent resulting therefrom. In the event ASP, in any jurisdiction of the world, files such an application or obtains such a patent or registration in violation of this provision, such application, registration or patent shall be deemed held in trust by ASP for TPS and shall be assigned by ASP to TPS wit hout conditions and upon demand by TPS.

3.4

Preservation and Security of Proprietary Information . ASP shall not sell, assign, lease, license, transfer or otherwise disclose the Licensed Product(s) except as expressly authorized by this Agreement. ASP shall safeguard the Service and any and all copies of the Licensed Product(s) against unauthorized disclosure, reproduction or tampering, and shall assist TPS in the enforcement of TPS' rights in the event of unauthorized disclosure by any person under ASP' s control or service. ASP shall also ensure that TPS' copyright, trademark and patent notices, which may from time to time be updated, are prominently displayed in the Service and on all copies of the Licensed Product(s) and all documentation containing or regarding the Service or the Licensed Product(s). ASP shall not remove or obscure any copyright, trademark, patent or other proprietary rights notice alread y present on any of the Licensed Product(s) or Documentation. The notice of TPS' intellectual property rights contained in the Service and in each Licensed Product shall read as follows: " Licensed Software, Copyright a9 2006 Twisted Pair Solutions, Inc., all rights reserved."

3.5

Right to Inspect Materials Incorporating the Marks . At TPS' request, ASP shall provide TPS with samples of all materials, whether electronic, physical or otherwise, used by ASP that contain and/or incorporate the Marks.

3.6

Goodwill . To protect and preserve the reputation and goodwill of TPS and of the Licensed Product(s), ASP shall (1) avoid deceptive, misleading or unethical practices that are or might be detrimental to TPS, the Licensed Product(s), the Service or the public, including any disparagement of TPS, the Licensed Product(s) or the Service; (2) make no false or misleading representations with regard to TPS, the Licensed Product(s) or the Service; (3) refrain from publishing or employing any misleading or deceptive advertising material reflecting upon TPS, the Licensed Product(s) or the Service; and (4) refrain from making any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Service or the Software that are inconsistent with the Documentation and marketing literature distributed by TPS, including all warranti ...