PC-2000TM Vocoder Board
User's Manual Version 1.1
page 3
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Confidential Proprietary, Subject to Change
PC-2000
TM
Vocoder Board END USER License Agreement
*** Important Read Carefully ***
This end user license agreement is a legal agreement between the customer (the END USER) and Digital Voice
Systems, Inc. (DVSI) covering the terms and conditions under which DVSI's proprietary software, documentation
and other material which may be provided with the PC-2000
TM
Vocoder Board is licensed to the END USER.
1.0 Preliminary Statements and Definitions
1.1 "END USER" shall mean the person and/or organization to whom the AMBE-
2000TM Vocoder Chip and/or PC-2000TM Vocoder Board was delivered or provided to
as specified in the purchase order or other documentation. In the event that the END
USER transfers his rights under this license to a third party as specified in section 2.2,
then this third party shall become an "END USER".
1.2 Digital Voice Systems, Inc. (DVSI) has developed a voice coding method and
algorithm (the "Technology") based on the Advanced Multi-Band Excitation ("AMBE
")
voice coder. The technology codes speech at bit rates of 2.4 to 9.6 kilobits per
second (kbps) including error correction bits.
1.3 "AMBE
Voice Compression Software" shall mean the speech coding software
and/or firmware integrated into the AMBE-2000TM Vocoder chip integrated circuit.
1.4 "Voice Codec" shall mean the AMBE-2000TM Vocoder Chip integrated circuit, the
AMBE
Voice Compression Software, firmware and associated documentation,
including modifications, enhancements and extensions made by or for Digital Voice
Systems, Inc. (DVSI) and including circuit diagrams, timing diagrams, logic diagrams,
layouts, operating instructions and user manuals.
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-2000TM Vocoder
Chip and/or PC-2000TM 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 AMBE-2000TM Vocoder Chip. 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 AMBE-2000TM Vocoder Chip.
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 AMBE-2000TM Vocoder
Chip.
3.0 Transfer of License
3.1 The END USER shall have the right to transfer the AMBE-2000TM Vocoder Chip
and/or PC-2000TM Vocoder Board and all rights under this Agreement to a third party
by either (i) providing the third party with a copy of this Agreement or (ii) providing the
third party with an agreement written by the END USER ( hereinafter "END USER
Agreement") so long as the END USER Agreement is approved in writing by DVSI
prior to transfer of the AMBE-2000TM Vocoder Chip and/or PC-2000TM Vocoder Board.
The END USER Agreement shall contain comparable provisions to those contained
herein for protecting the Proprietary Information from disclosure by such third party.
Third parties shall agree to accept all the terms and conditions under either
Agreement or the END USER Agreement.
4.0 Term and Termination
4.1 This Agreement is effective upon initial delivery of the Voice Codec and shall
remain in effect until terminated in accordance with this agreement.
4.2 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.
4.3 Upon termination of this Agreement for any reason, END USER shall: (i) return all
AMBE-2000TM Vocoder Chips and/or PC-2000TM Vocoder Boards purchased or
acquired, or in Licensee's possession, to DVSI; (ii) have no further rights to any
AMBE
Voice Compression Software or the Technology without a separate written
license from DVSI; (iii) discontinue all use of the AMBE-2000TM Vocoder Chips and/or
PC-2000TM Vocoder Boards;
5.0 Payments
5.1 In consideration of the materials of the PC-2000TM 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.
6.0 Proprietary Notices
6.1 END USER shall not remove any copyright or proprietary notice on the AMBE-
2000TM Vocoder Chip or on the AMBE
Voice Compression Software and/or PC-
2000TM Vocoder Board.
7.0 Proprietary Information
7.1 The parties agree that the AMBE
Voice Compression Software and/or PC-2000TM Vocoder
Board shall be considered Proprietary Information.
7.2 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.
8.0 Limited Warranty
8.1 DVSI warrants the PC-2000TM Vocoder Board to be free from defects in materials and
workmanship under normal use for a period of ninety (90) days from the date of delivery.
8.2 Except as stated in Section 7.1, the PC-2000TM Vocoder Board is 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 with respect to its correctness, accuracy,
reliability, correctness or otherwise. The entire risk as to the results and performance of the Voice
Codec and/or PC-2000TM Vocoder Board 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, replacement, or correction of the Voice Codec and/or PC-2000TM Vocoder
Board.
8.3 DVSI represents that, to the best of its knowledge, it has the right to enter into this Agreement
and to grant a license to use the AMBE
Voice Compression Software and/or PC-2000TM
Vocoder Board to END USER.
8.4 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 and/or PC-2000TM Vocoder Board. 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.
9.0 Limitation of Liability
9.1 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 and/or PC-2000TM 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.
9.2 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.
9.3 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 and/or PC-2000TM
Vocoder Board which caused the damages or that is the subject matter of, or is directly related to,
the cause of action.
10.0 Taxes
10.1 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.
11.0 Export
11.1 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 November 30, 1999 the restricted countries are: Libya, Cuba,
North Korea, Iraq, Serbia, Taliban in Afghanistan, Sudan, Burma, Yugoslavia 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.
Depar
TM
ent of Commerce. Licensee shall assume complete and sole responsibility for obtaining
any licenses required for export purposes.
12.0 Governing Law
12.1 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 shall be
enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain
in full force and effect.
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