VC-55™- PR Voice Codec Board END USER License Agreement
1.0
Preliminary Statements and Definitions
1.1
"Voice Codec Board" shall mean the hardware,
software and associated documentation referred to in the
invoice or shipping papers accompanying this agreement for
which END USER has requested a license, and any derivative
works thereof, including modifications, enhancements and
extensions made by or for Digital Voice Systems, Inc. (DVSI)
and including circuit diagrams, timing diagrams,
programmable logic software, logic diagrams, layouts,
operating instructions and user manuals.
"AMBE™ Software" shall mean the speech coding software
and/or firmware provided as part of the Voice Codec Board.
This software is contained in the Read Only Memories
(ROMS, EPROMS, EEPROMS, etc...) which are included as
part of the Voice Codec Board. This software includes any
derivative works which have as their source the software
contained in the Read Only Memories, and it includes the
software contained in any future Read Only Memories which
DVSI may provide END USER for use in the Voice Codec.
1.3
"Designated Site" shall mean the location of the
Voice Codec Board.
1.4
"Proprietary Information" shall mean the information
which DVSI desires to protect against unrestricted disclosure
or competitive use and which is designated as such in writing
by DVSI or is disclosed orally and within thirty (30) days
thereafter is reduced to tangible form pursuant to this License.
DVSI represents that it owns certain "Proprietary Rights" in
the Technology and in the AMBE and AMBE+2™ Voice
Compression Software, including patent rights in the
Technology, and patent rights, copyrights, and trade secrets
in the AMBE and AMBE+2™ Voice Compression Software.
2.0
License Granted
2.1
Subject to the conditions herein and upon initial use
of the AMBE™ and AMBE+2™ Software within the VC-55™-
PRVoice Codec Board, DVSI hereby grants to END USER a
non-exclusive, limited license to use the AMBE® and
AMBE+™ Voice Compression Software internal to the VC-
55™-PR Voice Codec Board. Title to the AMBE® Voice
Compression Software remains with DVSI. No license is
granted for use of the AMBE® AMBE+™ Voice Compression
Software on other than the VC-55™-PR Voice Codec Board.
No license, right or interest in any trademark, trade name or
service mark of DVSI is granted under this Agreement.
2.2
END USER shall not copy, extract, de-compile,
reverse engineer or disassemble the AMBE® and AMBE+™
Voice Compression Software contained in the VC-55™-PR
Voice Codec Board.
2.3
Transfer of License
(a)
END USER may transfer the VC-55™-PR Voice
Codec Board with the AMBE® and AMBE+™ Software and all
rights under this agreement to a third party together with a
copy of this Agreement provided that END USER provides
DVSI with a written notification of the transfer and provided
that the third party agrees in writing to accept all the terms
and conditions of this agreement. Upon any such transfer,
END USER's rights under this Agreement shall terminate
pursuant to Section 3.0.
DVSI Confidential Proprietary
(b)
END USER may relocate the VC-55™-PR Voice
Codec Board, and the subsequent location shall then be
considered the Designated Site.
(c)
Except as provided in this Section 2.2, this
Agreement, the AMBE® and AMBE+™ Software and any other
information provided by DVSI to END USER and any licenses
and rights granted hereunder, may not be sold, leased,
assigned, sublicensed or otherwise transferred, in whole or in
part, by END USER.
2.4
END USER shall not de-compile, reverse engineer or
disassemble the VC-55™-PR Voice Codec Board, AMBE® and
AMBE+™ Software.
3.0
Term and Termination
3.1
This Agreement is effective upon initial use of the
AMBE® and AMBE+™ Software on the VC-55™-PR Voice
Codec Board and shall remain in effect until terminated in
accordance with this agreement.
3.2
This Agreement shall terminate automatically without
notice from DVSI if END USER fails to comply with any of the
material terms and conditions herein. END USER may
terminate this Agreement at any time upon written notice to
DVSI certifying that END USER has complied with the
provisions of Section 3.3.
3.3
Upon termination of this Agreement for any reason,
END USER shall: (i) have no further rights to the VC-55™-PR
Voice Codec Board and AMBE® and AMBE+™ Software; (ii)
discontinue all use of the VC-55™-PR Voice Codec Board and
AMBE® and AMBE+™ Software; and (iii) destroy or, at DVSI's
option, return the VC-55™-PR Voice Codec Board and AMBE®
and AMBE+™ Software.
4.0
Payments
4.1
In consideration of the hardware, software, and
associated materials provided as part of the VC-55™-PR Voice
Codec Board and AMBE® and AMBE+™ Software, and in
consideration of the license and rights in the AMBE® and
AMBE+™ Software granted by DVSI, and in consideration of
DVSI's performance of its obligations hereunder, END USER
agrees to pay to DVSI the fee specified in DVSI's invoice.
5.0
Proprietary Notices
5.1
END USER shall not remove any copyright or
proprietary notice on the on the VC-55™-PR Voice Codec
Board and AMBE® and AMBE+™ Voice Compression
Software.
6.0
Proprietary Information
6.1
The parties agree that the VC-55™-PR Voice Codec
Board and AMBE® and AMBE+™ Software, Voice
Compression Software shall be considered Proprietary
Information.
6.2
Except as otherwise provided in this Agreement, END
USER shall not use, disclose, make, or have made any copies
of the Proprietary Information, in whole or in part, without the
prior written consent of DVSI.
6.3
END USER shall make reasonable efforts to notify
and inform its employees having access to the Proprietary
Information of END USER's limitations, duties and obligations
regarding nondisclosure and copying of the VC-55™-PR Voice
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