VIVOX, INC.
SOFTWARE LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR AN ENTITY) AND VIVOX, INC. (“Vivox”). READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK ON THE “I AGREE” BUTTON BELOW. BY CLICKING ON THE “I AGREE” BUTTON AND PROCEEDING TO THE NEXT SCREEN, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS, CLICK ON THE “BACK” BUTTON IN YOUR BROWSER OR CLOSE THIS WINDOW.
Software: Vivox SLVoice SDK, in object code only.
1. Evaluation License. Vivox hereby grants to you a nonexclusive, nontransferable license (the “License”), without rights of sublicense, to use the Software identified above during the Term solely (i) for non-commercial and non-productive purposes, including testing, evaluation and development, and (ii)
with Vivox’s SL Voice services (“SLVoice”). If you wish to use the Software for commercial or productive purposes, you must enter into a separate license agreement with Vivox expressly granting to you such right. Your use of the Software other than in accordance with this Agreement (or other agreement you may enter into with Vivox) will constitute infringement of Vivox’s copyrights and other rights in the Software.
2. Vivox’s Proprietary Rights; Confidentiality
2.1. Acknowledgment of Rights. You acknowledge that (a) all rights, title and interest in and to the Software and any modifications (including without limitation all intellectual property rights related thereto) are owned by Vivox and this Agreement conveys only a limited license to use the Software in accordance herewith, (b) the Software is protected by U.S and international copyright laws and treaties, and (c) Vivox asserts that the Software embodies valuable confidential information of Vivox and its licensors (if any), the development of which required considerable time and money.
2.2. Your Obligations. You agree that you will (a) not disclose or provide the Software to any other party, (b) not alter, reverse engineer, disassemble or decompile the Software, or copy it except as an essential step in the use permitted by this Agreement, (c) limit access to the Software to your employees and contractors who require access in connection with your permitted use thereof and who are legally bound to observe your obligations hereunder, (d) take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software, including storage of media containing copies of the Software in a manner so as to preclude unauthorized access, and (e) not remove from, and reproduce on any permitted copies of, the Software all titles, trademarks, and copyright and other proprietary or restrictive legends or notices.
3. Exclusion of Warranties. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, AND ANY USE OF THE SOFTWARE, WHETHER IN A TEST ENVIRONMENT OR OTHERWISE, WILL BE AT YOUR SOLE RISK. WITHOUT LIMITATION, VIVOX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
4. Limitation of Liability. Regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), IN NO EVENT WILL VIVOX BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, EVEN IF VIVOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Term and Termination. The License granted hereunder will continue indefinitely until terminated as provided herein. You acknowledge that the Software may include code or other devices that automatically prevent its operation after termination and you agree that you will not attempt to defeat or circumvent such code or device. You may terminate the License at any time upon written notice to Vivox. The License will automatically terminate without notice if you breach any of your obligations hereunder or if your access to SL Voice is terminated or denied. Upon termination, unless you have entered into a separate agreement with Vivox permitting your continued use of the Software, you may not make further use of the Software and you will promptly destroy all electronic copies of the Software and return to Vivox all tangible copies of the Software. Sections 3-6 will survive termination, which will not affect any rights accrued prior thereto.
6. General. Neither this Agreement nor the License may be assigned, licensed, sublicensed, sold, mortgaged, pledged or otherwise disposed of by you in whole or part without the prior written consent of Vivox and any attempt in violation of the foregoing will be void and of no effect. This document contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals or other communications between the parties. Only a written instrument signed by an authorized representative of each party may modify this Agreement. In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, the remainder of the Agreement shall remain in effect. This Agreement will be governed by the substantive laws (but not the conflict of laws provisions) of the Commonwealth of Massachusetts, U.S.A., excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree that any litigation regarding the interpretation, breach or enforcement of this Agreement will be filed in and heard by the state or federal courts with jurisdiction to hear such disputes in Massachusetts, U.S.A., and you agree to submit to the personal jurisdiction of such courts.
PLEASE INDICATE THAT YOU UNDERSTAND AND ACCEPT THESE TERMS BY CLICKING THE “I AGREE” BUTTON BELOW TO START THE DOWNLOAD OF THE SOFTWARE.
IF YOU DO NOT ACCEPT THESE TERMS, CLICK ON THE “BACK” BUTTON IN YOUR BROWSER OR CLOSE THIS WINDOW.
