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Appendix D - Software License Agreement
Embedded Software License. Use of the software contained within the ipDialog
SipTone™ II Phones (“Embedded Software”) by Distributor and Distributor’s customers
shall be governed by the provisions of this license. For purposes of this Agreement,
Embedded Software shall include firmware upgrades, updates, bug fixes or modified
versions thereto provided to Distributor or Distributor’s Customer by ipDialog, or made
available for download on ipDialog’s website. Distributor may only distribute the
Embedded Software in connection with the sale of the SipTone™ II phones to
Distributor’s customers and pursuant to the terms of this license. This license to use the
Software shall be limited to the number of SipTone™ II phones that have been pur-
chased from ipDialog, and neither Distributor nor their Customer shall use the Software
in any other products. ipDialog grants Distributor a non-exclusive, transferable license
to use object code version of the Embedded Software for Distributor’s internal business
purposes in conjunction with Distributor’s use of the SipTone™ II phones. This Agree-
ment does not grant to Distributor or Distributor’s customers, and Distributor and
Distributor’s customers will not acquire hereby, any rights to patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered), or any other
proprietary rights in or to the Embedded Software, all of which are expressly retained
by ipDialog. ipDialog reserves all rights in and to the Embedded Software that are not
expressly granted in this license. Distributor agrees that Distributor will not attempt,
and if Distributor is a corporation, Distributor will use Distributor’s best efforts to
prevent Distributor’s employees and contractors from attempting to, copy, duplicate,
reverse engineer, disassemble, modify, translate, create derivative works, rent, lease,
loan, distribute or sublicense the Software, in whole or in part. Parties who purchase
the SipTone™ II phones from Distributor are licensed by ipDialog directly to use the
Software solely in conjunction with the use of the SipTone™ II phones and further
subject to the terms of the software license and restrictions as indicated set forth in
this license. Title to and ownership of the Embedded Software and any updated,
modified or additional parts thereof and other intellectual property rights embodied in the
SipTone™ II phones, shall at all times remain the property of ipDialog or its licensors. All
proprietary notices incorporated in, marked on, or fixed to the SipTone™ II phones by
ipDialog must not be removed or obliterated by Distributor or Distributor’s customers.
License Only. Notwithstanding the use herein of the word “sell” and variants thereof,
all Embedded Software is licensed to the Distributor and the End User and is not sold.
ipDialog, or the licensors through which ipDialog obtained the rights to distribute
Embedded Software, retain title to the Embedded Software, and Distributor shall
transfer Embedded Software only to the extent that such transfer is incidental to the
resale or lease of the SipTone™ II phones. Parties who purchase the SipTone™ II
phones from Distributor are licensed by ipDialog directly to use the Embedded Software
solely in conjunction with the use of the SipTone™ II phones and further subject to the
terms of the Embedded Software License indicated above.
Proprietary Software. The Embedded Software is proprietary to ipDialog and/or its
suppliers and is copyrighted. Without ipDialog’s prior written approval or except as
otherwise provided in the Operating Software License, Distributor (i) shall not separate
the Embedded Software from the SipTone™ II phones as shipped by ipDialog, or
disassemble, de-compile, reverse-engineer, copy, modify, or otherwise change any of
the Embedded Software or its form; (ii) shall protect the Embedded Software from any
disclosure or use in violation of this Agreement; and (iii) shall not be entitled to receive
source code.
