License and Warranty
The Speech Compression Specialists
D
IGITAL
V
OICE
S
YSTEMS
, I
NC
.
copying of the AMBE™ Software. Proprietary Information shall be
used only by employees of END USER and only at the Designated
Site, except as provided under this agreement.
6.4
END USER shall have no obligations for disclosure or use of
Proprietary Information which: (i) is already known to END USER, at
time of disclosure by DVSI; (ii) is or becomes publicly known through
publication, inspection of product or otherwise through no wrongful act
of END USER; (iii) is received from a third party without restriction
and without breach of this Agreement; (iv) is independently developed
by END USER; (v) is disclosed to a third party by or on behalf of
DVSI without restriction; or (vi) is approved for release or use by
written authorization of DVSI.
6.5
Notwithstanding any termination pursuant to Section 3.0, the
obligations set forth in this Section 6.0 shall survive termination of this
Agreement.
7.0 Limited
Warranty
7.1
DVSI warrants the VC-20™ - Vocoder Board and the
AMBE™ Software to be free from defects in materials and
workmanship under normal use for a period of ninety (90) days from
the date of delivery. DVSI further warrants that the VC-20™ -
Vocoder Board and the AMBE™ Software operate in accordance with
the written specifications delivered to END USER with the Voice
Codec.
7.2
Except as stated in Section 7.1, the VC-20™ - Vocoder Board
and AMBE™ Software are 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 Voice Codec or
AMBE™ Software with respect to its correctness, accuracy, reliability,
currentness or otherwise. The entire risk as to the results and
performance of the VC-20™ - Vocoder Board or AMBE™ Software 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 or correction of the Voice Codec or the AMBE™
Software.
7.3
DVSI warrants that it has the right to enter into this Agreement
and to grant a license to use the AMBE™ Software to END USER.
7.4
Except as specifically set forth in this Section 7.0, 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 Voice Codec or AMBE™ Software. 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 7.0
give END USER specific legal rights, and END USER may have other
rights which vary from state to state.
8.0
Limitation of Liability
8.1
In no event shall DVSI be liable for any special, incidental,
indirect or consequential damages resulting from the use or
performance of the Voice Codec or VC-20™ - Vocoder Board whether
based on an action in contract, tort (including negligence) or otherwise
(including, without limitation, damages for loss of business profits,
business interruption, and loss of business information), even if DVSI
or any DVSI representative has been advised of the possibility of such
damages.
8.2
Because some states do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitations
may not apply to END USER.
8.3
DVSI's maximum liability for damages arising under this
Agreement shall be limited to 20% (twenty percent) of the fees paid by
END USER for the particular Voice Codec or VC-20™ - Vocoder
Board which caused the damages or that is the subject matter of, or is
directly related to, the cause of action.
9.0 Taxes
9.1
All payments required under Section 4.0 or otherwise under
this Agreement are exclusive of taxes and END USER agrees to bear
and be responsible for the payment of all such taxes (except for taxes
based upon DVSI's income) including, but not limited to, all sales, use,
rental receipt, personal property or other taxes which may be levied or
assessed in connection with this Agreement.
10.0 Export
10.1 United States export laws and regulations prohibit the
exportation of certain products or technical data received from DVSI
under this Agreement to certain countries except under a special
validated license. As of May 20, 1996 the restricted countries are:
Libya, Cuba, North Korea, Iraq, Serbia, Montenegro, and Iran. The
END USER hereby gives its assurance to DVSI that it will not
knowingly, unless prior authorization is obtained from the appropriate
U.S. export authority, export or re-export, directly or indirectly to any
of the restricted countries any products or technical data received from
DVSI under this Agreement in violation of said United States Export
Laws and Regulations. DVSI neither represents that a license is not
required nor that, if required, it will be issued by the U.S. Department
of Commerce. Licensee shall assume complete and sole responsibility
for obtaining any licenses required for export purposes.
11.0 Governing
Law
11.1
This Agreement is made under and shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts, except that body of law governing conflicts of law. If
any provision of this Agreement shall be held unenforceable by a court
of competent jurisdiction, that provision shall be enforced to the
maximum extent permissible, and the remaining provisions of this
Agreement shall remain in full force and effect.
12.0
Notices
12.1
Any notices to DVSI which may be given hereunder shall be in
writing and sent to: Digital Voice Systems Inc., One Van de Graaff
Drive, Burlington, MA., 01803, U.S.A.
VC-20
- Vocoder Board User’s Manual
