PortSIP SDK License Agreement

This is a copy of the PORTSIP SDK LICENSE AGREEMENT which is presented to you during the purchase process and which must be accepted in order to complete the installation of the software.

Please read this document carefully before proceeding. You must agree to this PortSIP SDK License Agreement (the "License") in order to use the PortSIP VoIP SDK (the "SDK").

The PortSIP VoIP SDK includes linkable library files, sample source code, and documentation files. The buyer may freely distribute unlimited applications based on the SDK. The buyer pays a one-time license fee in return for the rights to develop unlimited applications and distribute his applications to as many as he like without paying any royalties or license fees.

The purchased SDK license cannot be transferred to any third party. The purchased SDK license can only be used by the company that purchased it to build products. The PortSIP VoIP SDK includes free technical support (one year, e-mail based technical support, patches, and version updates).

This Agreement accompanies PortSIP VoIP SDK. Related explanatory materials and includes any upgrades, modified versions, updates, additions, and copies of the SDK licensed to you by PortSIP Solutions, Inc.

1. DEFINITIONS

"SDK" means PortSIP VoIP SDK Library Software, Sample Source Code, API Information, and documentation files. "PortSIP VoIP SDK Library Software" means linkable library files.

"Sample Source Code" means sample software in source code format. "API Information" means the PortSIP VoIP SDK API (Application Programming Interface) documentation, header files, and related information. "Developer," "You" and "Your" refer to any person or entity acquiring or using the PortSIP VoIP SDK . "AUTHOR" refer to the mentioned author of this the PortSIP VoIP SDK.

2. LICENSE

SDK: You are hereby granted the right for development use only under the license. You may not resell, transfer, rent, sell, distribute, or lease the SDK. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SDK. You also agree to hold in the strictest confidentiality any and all code is given to you by the AUTHOR to enable your application. You agree to use the SDK solely for the purpose of internal development. You may copy the SDK only for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy(s).

3. CONFIDENTIAL INFORMATION

With respect to the SDK, You agree that You will treat the SDK with the same degree of care as You accord to Your own confidential information, which You exercise reasonable care to protect. Your obligations under this section with respect to the SDK shall terminate when You can document that (i) it was in the public domain at or subsequent to the time it was disclosed to You by PortSIP through no fault of yours; (ii) it was developed by Your employees or agents independently of and without reference to any information communicated to You by PortSIP; or (iii) the communication was in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement.

4. PROPRIETARY RIGHTS

Other than the above, all rights, title, and interest in the SDK, including without limitation SDK, , Sample Source Code, API Information, documentation files, and related items including all intellectual property rights thereto shall be the sole and exclusive property of AUTHOR. You agree to protect AUTHOR’s copyright and other ownership interests in all items in this SDK. You agree that all copies of items in this SDK reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate, as appear on or in the master items delivered by the AUTHOR in this SDK. The AUTHOR and/or its suppliers retain title and ownership of the items in this SDK, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in this Agreement.

5. Term-Breach of Agreement

This License Agreement is effective for an indefinite term. You acknowledge that the SDK contains valuable confidential information and trade secrets and that unauthorized use and copying of the SDK are harmful to PortSIP. The Parties agree that the breach of any undertaking made hereunder may cause serious and irreparable harm to the activities, competitive position, and business interests of one or both parties. Accordingly, You agree that in addition to all other remedies available at law or equity, PortSIP shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any breach of the Agreement.

6. Limitation of Liability

IN NO EVENT WILL PortSIP BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE SDK AND CUSTOMIZATION SOFTPHONE, EVEN IF PortSIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitations may not apply to you.

7. Disclaimer of Warranty

PortSIP licenses the SDK to You only on an "AS IS" basis. With respect to the SDK, PortSIP makes no representation as to their adequacy for any particular purpose or to produce any particular result. PortSIP shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of User Programs. PortSIP does not and cannot warrant the performance or results you may obtain by using the SDK. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitations may not apply to you.

8. Miscellaneous

This Agreement is governed by the laws of a specific US state. If any provision of this Agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete statement of the agreement and supersedes any proposal or prior communications between us relating to the subject matter of this Agreement.