AMBE-20X0™-HDK Development Board
User’s Manual
(Preliminary)
Information – Section
AMBE-20x0™-HDK Development Board END USER License Agreement
*** Important Read Carefully ***
This end user 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 software, documentation and other material which may
be provided with the AMBE-20x0™-HDK Development Board is licensed to the END USER.
1.0 Preliminary Statements and Definitions
1.1 “END USER” shall mean the person and/or organization to whom the AMBE-
2000™ Vocoder Chip and/or AMBE-20x0™-HDK Development Board 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 2.2, then this third party shall
become an “END USER”.
1.2 Digital Voice Systems, Inc. (DVSI) has developed a voice coding method and
algorithm (the “Technology”) based on the Advanced Multi-Band Excitation
(“AMBE
”) voice coder. The technology codes speech at bit rates of 2.4 to 9.6
kilobits per second (kbps) including error correction bits.
1.3 "AMBE
Voice Compression Software" shall mean the speech coding
software and/or firmware integrated into the AMBE-2000™ Vocoder chip
integrated circuit.
1.4 "Voice Codec" shall mean the AMBE-2000™ Vocoder Chip integrated circuit,
the AMBE
Voice Compression Software, firmware and associated
documentation, including modifications, enhancements and extensions made by
or for Digital Voice Systems, Inc. (DVSI) and including circuit diagrams, timing
diagrams, logic diagrams, layouts, operating instructions and user manuals.
1.5 DVSI represents that it owns certain “Proprietary Rights” in the Technology
and the AMBE
Voice Compression Software, including patent rights in the
Technology, and patent rights, copyrights, and trade secrets in the AMBE
Voice Compression Software.
2.0 License Granted
2.1 Subject to the conditions herein and upon initial use of the AMBE-2000™
Vocoder Chip and/or AMBE-20x0™-HDK Development Board, DVSI hereby
grants to END USER a non-exclusive, limited license to use the AMBE® Voice
Compression Software in machine readable form solely on the AMBE-2000™
Vocoder Chip. Title to the AMBE® Voice Compression Software remains with
DVSI. No license is granted for use of the AMBE® Voice Compression Software
on other than the AMBE-2000™ Vocoder Chip. 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® Voice Compression Software contained in the AMBE-
2000™ Vocoder Chip.
3.0 Transfer of License
3.1 The END USER shall have the right to transfer the AMBE-2000™ Vocoder
Chip and/or AMBE-20x0™-HDK Development Board and all 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 AMBE-2000™
Vocoder Chip and/or AMBE-20x0™-HDK Development Board. 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.
4.0 Term and Termination
4.1 This Agreement is effective upon initial delivery of the Voice Codec 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 3.3.
4.3 Upon termination of this Agreement for any reason, END USER shall: (i)
return all AMBE-2000™ Vocoder Chips and/or AMBE-20x0™-HDK Development
Boards purchased or acquired, or in Licensee’s possession, to DVSI; (ii) have no
further rights to any AMBE® Voice Compression Software or the Technology
without a separate written license from DVSI; (iii) discontinue all use of the
AMBE-2000™ Vocoder Chips and/or AMBE-20x0™-HDK Development Boards;
5.0 Payments
5.1 In consideration of the materials of the AMBE-20x0™-HDK Development
Board, and in consideration of the license and rights in the AMBE
Voice
Compression 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.
6.0 Proprietary Notices
6.1 END USER shall not remove any copyright or proprietary notice on the
AMBE-2000™ Vocoder Chip or on the AMBE
Voice Compression Software
and/or AMBE-20x0™-HDK Development Board.
7.0 Proprietary Information
7.1 The parties agree that the AMBE
Voice Compression Software and/or AMBE-
20x0™-HDK Development Board 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.
8.0 Limited Warranty
8.1 DVSI warrants the AMBE-20x0™-HDK Development Board to be free from defects
in materials and workmanship under normal use for a period of ninety (90) days from
the date of delivery.
8.2 Except as stated in Section 7.1, the AMBE-20x0™-HDK Development Board 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 Voice
Codec with respect to its correctness, accuracy, reliability, correctness or otherwise.
The entire risk as to the results and performance of the Voice Codec and/or AMBE-
20x0™-HDK Development Board 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 Voice Codec and/or AMBE-
20x0™-HDK Development Board.
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 AMBE
Voice Compression Software
and/or AMBE-20x0™-HDK Development Board to END USER.
8.4 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 and/or AMBE-20x0™-HDK Development
Board. 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 that vary from state to state.
9.0 Limitation of Liability
9.1 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 and/or AMBE-
20x0™-HDK Development 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.
9.2 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.
9.3 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
and/or AMBE-20x0™-HDK Development Board which caused the damages or that is
the subject matter of, or is directly related to, the cause of action.
10.0 Taxes
10.1 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.
11.0 Export
11.1 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 November 30, 1999 the
restricted countries are: Libya, Cuba, North Korea, Iraq, Serbia, Taliban in Afghanistan,
Sudan, Burma, Yugoslavia 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.
12.0 Governing Law
12.1 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.
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