License and Warranty
The Speech Compression Specialists
D
IGITAL
V
OICE
S
YSTEMS
, I
NC
.
VC-20
™
Vocoder Board END USER License Agreement
1.0
Preliminary Statements and Definitions
1.1 "Voice Codec" 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. This software is
contained in the Read Only Memories (ROMS, EPROMS, EEPROMS,
etc...) which are included as part of the Voice Codec. 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.
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 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™ Software within the VC-20™ - Vocoder 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 VC-20™ - Vocoder Board. 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 VC-
20™ - Vocoder 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
®
Voice Compression Software
contained in the VC-20™ - Vocoder Board.
2.3
Transfer of License
(a)
END USER may transfer the 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 Voice Codec, and the subsequent
location shall then be considered the Designated Site.
(c)
Except as provided in this Section 2.2, this Agreement, the
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 AMBE™ Software.
3.0
Term and Termination
3.1
This Agreement is effective upon initial use of the AMBE™
Software on the Voice Codec 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 AMBE™ Software; (ii)
discontinue all use of the AMBE™ Software; and (iii) destroy or, at
DVSI's option, return all copies of the AMBE™ Software.
4.0 Payments
4.1
In consideration of the hardware, software, and associated
materials provided as part of the VC-20™ - Vocoder Board, and in
consideration of the license and rights in the 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.
4.2
In consideration of the materials provided as part of VC-20™ -
Vocoder 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.
5.0 Proprietary
Notices
5.1
END USER shall not remove any copyright or proprietary
notice on the on the AMBE
Voice Compression Software or VC-20™
- Vocoder Board.
6.0 Proprietary
Information
6.1
The parties agree that the AMBE
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
VC-20
-
Serial Speech Data Interface
