DVSI Confidential Proprietary
Page i
Net-2000™ Voice Codec Unit END USER License Agreement
1.0
Preliminary Statements and Definitions
1.1
“Voice Codec Unit” 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.
1.2
“AMBE™ Software” shall mean the speech coding
software and/or firmware provided as part of the Voice Codec
Unit. This software is contained in the Read Only Memories
(ROMS, EPROMS, EEPROMS, etc...) which are included as
part of the Voice Codec Unit. 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 Unit.
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.
1.5
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 Net-2000
Voice Codec Unit, DVSI hereby grants to END USER a non-
exclusive, limited license to use the AMBE® and AMBE+™
Voice Compression Software internal to the Net-2000 Voice
Codec Unit. 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 Net-2000 Voice Codec Unit. 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 Net-2000 Voice
Codec Unit.
2.3
Transfer of License
(a)
END USER may transfer the Net-2000 Voice Codec
Unit 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.
(b)
END USER may relocate the Net-2000 Voice Codec
Unit, 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 Net-2000 Voice Codec Unit, 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 Net-2000 Voice Codec
Unit 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 Net-2000
Voice Codec Unit and AMBE
®
and AMBE+™ Software; (ii)
discontinue all use of the Net-2000 Voice Codec Unit and
AMBE
®
and AMBE+™ Software; and (iii) destroy or, at DVSI’s
option, return the Net-2000 Voice Codec Unit and AMBE
®
and
AMBE+™ Software.
4.0 Payments
4.1
In consideration of the hardware, software, and
associated materials provided as part of the Net-2000 Voice
Codec Unit 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 Net-2000 Voice Codec Unit and
AMBE
®
and AMBE+™ Voice Compression Software.
6.0 Proprietary
Information
6.1
The parties agree that the Net-2000 Voice Codec Unit
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 Net-2000 Voice
Codec Unit and AMBE
®
and AMBE+™ Software,. Proprietary
Information shall be used only by employees of END USER and