Copyright , 1998
Digital Voice Systems, Inc
234 Littleton Raod
Westford , MA 01886
This document may not, in whole or in part be copied, photocopied, reproduced, translated, or reduced to any
electronic medium or machine readable form without prior consent in writing from Digital Voice Systems,
Incorporated.
Every effort has been made to ensure the accuracy of this manual. However, Digital Voice Systems, Inc. makes no
warranties with respect to the documentation and disclaims any implied warranties of merchantability and fitness for
a particular purpose. Digital Voice Systems, Inc. shal l not be liable for any errors or for incidental or consequential
damages in connection with the furnishing, performance, or use of this manual or the examples herein. The
information in this document is subject to change without notice.
Trademarks
VC-20 IMBE Vocoder Board is registered trademarks of Digital Voice Systems, Inc. Other product names
mentioned may be trademarks or registered trademarks of their respective companies and are the sole property of
their respective manufacturers.
All Rights Reserved
Data subject to change
VC-20-PRJ25 IMBE™ 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 "IMBE™ 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 IMBE Voice Compression Software,
including patent rights in the Technology, and patent rights,
copyrights, and trade secrets in the IMBE Voice Compression
Software.
2.0 License Granted
2.1 Subject to the conditions herein and upon initial use of the
IMBE™ Software within the VC-20 IMBE™ Vocoder Codec, DVSI
hereby grants to END USER a non-exclusive, limited license to use the
IMBE® Voice Compression Software in machine readable form solely
on the IMBE-1000™ Vocoder Chip. Title to the IMBE® Voice
Compression Software remains with DVSI. No license is granted for
use of the IMBE® Voice Compression Software on other than the
Voice Codec. 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 IMBE® Voice Compression Software
contained in the VC-20 IMBE™ Vocoder Board.
2.3 Transfer of License
(a) END USER may transfer the IMBE™ 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 IMBE™ 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 IMBE™ Software.
3.0 Term and Termination
3.1 This Agreement is effective upon initial use of the
IMBE™ 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 IMBE™
Software; (ii) discontinue all use of the IMBE™ Software; and (iii)
destroy or, at DVSI's option, return all copies of the IMBE™
Software.
4.0 Payments
4.1 In consideration of the hardware, software, and
associated materials provided as part of the Voice Codec, and in
consideration of the license and rights in the IMBE™ 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 the
Voice Codec, and in consideration of the license and rights in the
IMBE 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 IMBE Voice Compression Software or VC20 IMBE™ Vocoder Board.
6.0 Proprietary Information
6.1 The parties agree that the IMBE Voice Compression
Software shall be considered Proprietary Information.
DVSI Confidential Proprietary
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License and Warranty
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 limit ations, duties and obligations regarding nondisclosure
and copying of the IMBE™ Software. Proprietary Information shall
be used only by employees of END USER and only at the Designated
Site, except as provided under this agreement.
6.4 END USER shall have no obligations for disclosure or use of
Proprietary Information which: (i) is already known to END USER, at
time of disclosure by DVSI; (ii) is or becomes publicly known through
publication, inspection of product or otherwise through no wrongful
act of END USER; (iii) is received from a third party without
restriction and without breach of this Agreement; (iv) is independently
developed by END USER; (v) is disclosed to a third party by or on
behalf of DVSI without restriction; or (vi) is approved for release or
use by written authorization of DVSI.
6.5 Notwithstanding any termination pursuant to Section 3.0,
the obligations set forth in this Section 6.0 shall survive termination
of this Agreement.
7.0 Limited Warranty
7.1 DVSI warrants the Voice Codec and the IMBE™ Software
to be free from defects in materials and workmanship under normal
use for a period of ninety (90) days from the date of delivery. DVSI
further warrants that the Voice Codec and the IMBE™ Software
operate in accordance with the written specifications delivered to
END USER with the Voice Codec.
7.2 Except as stated in Section 7.1, the Voice Codec and
IMBE™ Software are 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 or
IMBE™ Software wi th respect to its correctness, accuracy, reliability,
currentness or otherwise. The entire risk as to the results and
performance of the Voice Codec or IMBE™ Software 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 or correction of the Voice Codec or the IMBE™
Software.
7.3 DVSI warrants that it has the right to enter into this
Agreement and to grant a license to use the IMBE™ Software to END
USER.
7.4 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 or IMBE™ Software. 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 which vary from state to state.
8.0 Limitation of Liability
8.1 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 or VC-20 IMBE™ Vocoder
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.
8.2 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.
8.3 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 or VC-20
IMBE™ Vocoder Board which caused the damages or that is the
subject matter of, or is directly related to, the cause of action.
9.0 Taxes
9.1 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.
10.0 Export
10.1 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 May 20, 1996 the restricted
countries are: Libya, Cuba, North Korea, Iraq, Serbia, Montenegro,
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.
11.0 Governing Law
11.1 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
DVSI Confidential Proprietary
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User’s Manual
shall be enforced to the maximum extent permissible, and the
remaining provisions of this Agreement shall remain in full force and
effect.
12.0 Notices
12.1 Any notices to DVSI which may be given hereunder shall be
in writing and sent to: Digital Voice Systems Inc., 234 Littleton Road,
Westford, MA., 01886, U.S.A.