AMBE-2000™ Vocoder Chip Users Manual
Version 4.92, June, 08
DVSI Confidential Proprietary, Subject to Change
Page 3
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AMBE-2020™ Vocoder Chip END USER License Agreement
1. Preliminary Statements and Definitions
1.1 This nonexclusive end user product license agreement is a legal agreement between
the customer (the END USER) and Digital Voice Systems, Inc. (DVSI) covering the
terms and conditions under which DVSI's proprietary content (that may consist of and
is not limited to software, hardware, documentation and other material) is licensed to
the END USER as part of this PRODUCT.
a) The PRODUCT shall mean the Hardware, Software, Documentation and other
materials that were provided by DVSI, either directly or indirectly through
distributors or agents, to END USER as part of a sale, delivery or other transaction.
b) Hardware can be in the form of Integrated Circuits (such as Digital signal
Processors) Circuit boards and electronics enclosed in a chassis. DVSI’s AMBE-
2020™ Vocoder Chip is an example of an Integrated Circuit.
c) Software can be in form of computer code, firmware masked into an IC or stored or
embedded into ROM or RAM or Flash memory, or software stored on any media
(such as CD-ROM, floppy disk, hard drive, solid-state memory or the Internet)
d) Documentation means written or electronic information, including user manuals,
technical documents, training materials, specifications or diagrams, that pertain to
or are delivered with the PRODUCT in any manner (including in print, on CD-ROM,
or on-line).
1.2 DVSI has developed a number of voice coding methods and algorithms (the
“Technology”) which include DVSI’s Advanced Multi-Band Excitation (“AMBE
”),
AMBE+™, and AMBE+2™ voice coders. The Technology codes speech at low bit
rates and may include error correction, echo cancellation and other auxiliary functions.
1.3 "DVSI Voice Compression Software" shall mean the voice coding Software that
implements or embodies the Technology and is embedded into or otherwise provided
with the PRODUCT.
1.4 "DVSI Voice Codec" shall mean the DVSI Voice Compression Software, any
PRODUCT Hardware into which the DVSI Voice Compression Software is embedded
or executed and any associated Documentation.
1.5 DVSI represents that it owns certain “Proprietary Rights” in the PRODUCT including
patent rights, copyrights, trademarks and trade secrets. These rights include one or
more of the following US Patents U.S. #6,199,037, #5,870,405, #5,826,222,
#5,754,974, #5,715,365, #5,701,390, #5,664,051, #5,630,011, #5,581,656,
#5,517,511, #5,491,772 #5,247,579, #5,226,108, #5,226,084 #5,216,747 #5,195,166
#5,081,681, B1 #6,161,089, #5,870,405, #5,649,050 and under other US and foreign
patents and patents pending. AMBE
, AMBE+™ and AMBE+2™ are trademarks of
Digital Voice Systems, Inc.
1.6 “END USER” shall mean the person and/or organization to whom the DVSI Vocoder
Product (software or hardware) was delivered or provided to as specified in the
purchase order or other documentation. In the event that the END USER transfers his
rights under this license to a third party as specified in Section 3.0, then this third party
shall become an “END USER”.
1.7 DVSI reserves the right to make modifications and other changes to its products and
services at any time and to discontinue any product or service without notice.
2. License Granted
2.1 Subject to the conditions herein and upon initial use of the DVSI Product, DVSI hereby
grants to END USER a non-exclusive, limited license to use the DVSI Voice
Compression Software and Technology within the PRODUCT. No license is granted
for any use of the DVSI Voice Compression Software or Technology on any other
device or Hardware or in any manner other than within the original unmodified
PRODUCT purchased from DVSI. No license is granted to copy or modify the DVSI
Voice Compression Software or the PRODUCT either in whole or in part.
2.2 No license, right or interest in any trademark, trade name or service mark of DVSI is
granted under this Agreement. END USER acknowledges that the PRODUCT may
contain trade secrets of DVSI, including but not limited to the specific design, and
associated interface information.
2.3 END USER shall not copy, extract, reverse engineer, disassemble, de-compile or
otherwise reduce the DVSI Voice Compression Software to human-readable form.
END USER shall not alter, duplicate, make copies of, create derivative works from,
distribute, disclose, provide or otherwise make available to others, the DVSI Voice
Compression Software and Technology and/or trade secrets contained within the
PRODUCT in any form to any third party without the prior written consent of DVSI. The
END USER shall implement reasonable security measures to protect such trade
secrets.
2.4 This is a license, not a transfer of title, to the DVSI Voice Compression Software,
Technology and Documentation, and DVSI retains ownership and title to all copies.
3. Transfer of License
3.1 The END USER shall have the right to transfer the rights under this Agreement to a
third party by either (i) providing the third party with a copy of this Agreement or (ii)
providing the third party with an agreement written by the END USER ( hereinafter
“END USER Agreement”) so long as the END USER Agreement is approved in writing
by DVSI prior to transfer of the PRODUCT. The END USER Agreement shall contain
comparable provisions to those contained herein for protecting the Proprietary
Information from disclosure by such third party. Third parties shall agree to accept all
the terms and conditions under either Agreement or the END USER Agreement.
4. Term and Termination
4.1 This Agreement is effective upon initial delivery of the PRODUCT and shall remain in
effect until terminated in accordance with this agreement.
4.2 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.
4.3 Upon termination of this Agreement for any reason, END USER shall: (i) return the
PRODUCT and documentation purchased or acquired, or in Licensee’s possession, to
DVSI; (ii) have no further rights to any DVSI Software or the Technology without a
separate written license from DVSI; (iii) discontinue all use of the PRODUCT;
All confidentiality obligations of Customer and all limitations of liability and disclaimers
and restrictions of warranty shall survive termination of this Agreement. In addition, the
provisions of the sections titled "U.S. Government End User Purchasers" and "General
Terms Applicable to the Limited Warranty Statement and End User License" shall
survive termination of this Agreement.
5. Payments
5.1 In consideration of the materials delivered as part of the Product, and in consideration
of the license granted by DVSI for the PRODUCT, and in consideration of DVSI's
performance of its obligations hereunder, the END USER agrees to pay to DVSI the
fees as specified in DVSI's invoice. Payments of fees shall be received by DVSI prior
to shipment of the PRODUCT.
6. Proprietary Notices
6.1 END USER shall maintain and not remove any copyright or proprietary notice on or in
the PRODUCT.
6.2 Reproduction of non-proprietary information found in DVSI Users Manuals or data
sheets is permissible only if the END USER reproduces without alteration, and
includes all copyright and other proprietary notices, all associated warranties,
conditions and limitations on all copies, in any form.
7. Proprietary Information
7.1 The parties agree that the PRODUCT shall be considered Proprietary Information.
7.2 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.
8. Limited Warranty
8.1 DVSI warrants the PRODUCT to be free from defects in materials and workmanship
under normal use for a period of ninety (90) days from the date of delivery. The date of
delivery is set forth on the packaging material in which the Product is shipped. This
limited warranty extends only to the Customer who is the original purchaser. If the
PRODUCT is found to be defective and the condition is reported to DVSI, within the
warranty period, DVSI may, at its option, repair, replace, or refund of the purchase
price of the PRODUCT. DVSI may require return of the PRODUCT as a condition to
the remedy.
Restrictions. This warranty does not apply if the Product (a) has been altered, (b) has
not been installed, operated, repaired, or maintained in accordance with instructions
supplied by DVSI, (c) has been subjected to abnormal physical or electrical stress,
misuse, negligence, or accident;
8.2 Except as stated in Section 8.1, the PRODUCT is provided "as is" without warranty of
any kind. DVSI does not warrant, guarantee or make any representations regarding
the use, or the results of the use, of the PRODUCT with respect to its correctness,
accuracy, reliability, speech quality or otherwise. The entire risk as to the results and
performance of the PRODUCT is assumed by the END USER. After expiration of the
warranty period, END USER, and not DVSI or its employees, assumes the entire cost
of any servicing, repair, replacement, or correction of the PRODUCT.
8.3 DVSI represents that, to the best of its knowledge, it has the right to enter into this
Agreement and to grant a license to use the PRODUCT to END USER.
8.4 Except as specifically set forth in this Section 8, DVSI makes no express or implied
warranties including, without limitation, the warranties of merchantability or fitness for a
particular purpose or arising from a course of dealing, usage or trade practice, with
respect to the PRODUCT. Some states do not allow the exclusion of implied
warranties, so the above exclusion may not apply to END USER. No oral or written
information or advice given by DVSI or its employees shall create a warranty or in any
way increase the scope of this warranty and END USER may not rely on any such
information or advice. The limited warranties under this Section 8 give END USER
specific legal rights, and END USER may have other rights which vary from state to
state.
