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+IMPORTANT - READ CAREFULLY
+ 1 AGREEMENT
+ 1.1 This Digium End-User Purchase and License Agreement (the "Agreement") is a
+ legal agreement between Digium and the licensee and purchaser respectively
+ (hereinafter, "you", "You" or "your") of the Digium distribution media,
+ embedded software and related documentation (the "Software"), Digium services
+ (the "Services"), and related manuals (collectively the "Products"). BY
+ INSTALLING THE SOFTWARE, YOU AGREE TO AND ACCEPT THE TERMS AND CONDITIONS OF
+ THIS AGREEMENT. If you do not accept, or are not authorized to accept the terms
+ and conditions of this Agreement, then you should not install the Software and
+ should remove any installed Software from your computer.
+ 2 GRANT OF LICENSE
+ 2.1 Subject to your compliance with its obligations herein, Digium hereby
+ grants you a limited, non-transferable, non-exclusive, non-sublicensable
+ license to the Software for use with Zaptel software for internal business
+ purposes and not for resale, sublicense, or leasing to third-parties.
+ "Software" shall include any upgrades, updates, bug fixes or modified version
+ ("Upgrades") or backup copies of the Software supplied to you by Digium
+ provided you hold a valid license key to the original Software and have paid
+ any applicable fee for Upgrades.
+ 2.2 Notwithstanding the foregoing, you acknowledge that certain components of
+ the Software may be covered by so-called "open source" software licenses
+ ("Open Source Components"). Digium will provide a list of Open Source
+ Components for a particular version of the Software upon your request. To the
+ extent required by the licenses covering Open Source Components, the terms of
+ such licenses will apply in lieu of the terms of this Agreement, and Digium
+ hereby represents and warrants that the licenses granted to such Open Source
+ Components will be no less broad than the license granted in this Section 2.
+ To the extent the terms of the licenses applicable to Open Source Components
+ prohibit any of the restrictions in this Agreement with respect to such Open
+ Source Component, such restrictions will not apply to such Open Source
+ 2.3 "Key" refers to the unique registration code provided by Digium to enable
+ the Licensee to use the Software. You may use one copy of the Software
+ registered with a registration key, provided by Digium, on a single computer
+ owned, leased, or otherwise controlled by you at a single time. If you have
+ multiple registration keys for the Software you may use the Software on as
+ many computers as you have keys. The Software may not be used on or
+ distributed to a greater number of computers than you have registration keys.
+ 3 RESERVATION OF RIGHTS
+ 3.1 Except for the limited license rights expressly granted in this Agreement,
+ Digium reserves all rights in and to the Software and any modifications
+ thereto, including title, ownership, trademark, copyright, patent, trade secret
+ and any other rights and interests. You will own only the physical media on
+ which the Software and associated documentation are reproduced and distributed.
+ 4 LIMITED WARRANTY - SOFTWARE
+ 4.1 .Digium warrants only that the media on which Digium delivers the Software
+ will be free of physical defects for a period of ninety (90) days or will be
+ replaced by Digium. Except as otherwise agreed by Digium in writing, the
+ replacement Software is subject to the terms and conditions of this Agreement.
+ If Digium determines in its sole discretion that a defect cannot be corrected,
+ or that it is not practical to replace the Software, the price paid by the
+ original licensee for the Software will be refunded by Digium to you and the
+ license grant automatically terminated, in which case you will promptly return
+ to Digium or destroy the Software and any copies in your possession.
+ 5 WARRANTY DISCLAIMERS
+ 5.1 The limited warranty provided by Digium does not cover (i) Products that
+ have been subjected to misuse, tampering, modification, experimentation,
+ alteration, negligence, faulty installation; (ii) Products with the model or
+ serial number altered, tampered with, or removed; (iii) Initial installation,
+ installation and removal of the Product for repair, and shipping costs;
+ (iv) Configuration of the Product; (v) Damage that occurs in shipment due to
+ act of God, failures due to power surges, and cosmetic damage; (vi) Any
+ hardware, software, firmware or other materials or services provided by anyone
+ other than Digium; or (vii) Repair by anyone other than Digium or Digium's
+ authorized representative. Unless under a current Services contract with
+ Digium, you shall not upgrade or update Product using software of any origin
+ except commercial versions of the Software released to you by Digium or its
+ authorized distributors from time to time. THE PRODUCT IS PROVIDED WITHOUT ANY
+ IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY
+ IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
+ NON-INFRINGEMENT. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY
+ PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE
+ OF THE PRODUCT IS YOURS.
+ 6 RETURN MATERIAL AUTHORIZATION
+ 6.1 If returning a Product under the limited warranty, you must include with
+ the Product a written description of the physical defect or in sufficient
+ detail to allow Digium to confirm such determination. Prior to returning a
+ Product under limited warranty to Digium, the original purchaser must obtain a
+ Return Material Authorization ("RMA") in accordance with the Digium policy in
+ effect at the time as published on the Digium web site. Digium will not be
+ obligated to accept returns of any Software that has been activated or
+ otherwise used.
+ 7 LIMITATION OF LIABILITY
+ 7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGIUM IS NOT LIABLE UNDER ANY
+ CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
+ ANY LOSS OF USE OF THE PRODUCT, INCONVENIENCE OR INDIRECT DAMAGES OF ANY
+ CHARACTER, WHETHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT
+ LIMITED TO, LOSS OF REVENUE OR PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR
+ MALFUNCTION, FAILURE OF CONNECTED EQUIPMENT OR PROGRAMS, LOSS OF INFORMATION
+ OR DATA OR LOSS OF GOODWILL) RESULTING FROM THE USE OF THE PRODUCT, RELATING
+ TO WARRANTY SERVICE, OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF
+ DIGIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR
+ A BREACH OF THE FOREGOING LIMITED WARRANTY IS REPAIR, REPLACEMENT OR REFUND OF
+ THE THE MAXIMUM LIABILITY OF DIGIUM UNDER THIS DEFECTIVE PRODUCT. IN NO EVENT
+ SHALL THE REMEDY RELATED TO THIS AGREEMENT EXCEED THE PURCHASE PRICE OF THE
+ APPLICABLE PRODUCT. THE FOREGOING EXPRESS LIMITED WRITTEN WARRANTY AND REMEDIES
+ ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED
+ OR STATUTORY.
+ 8 PROPRIETARY WORKS
+ 8.1 The Products contain trademarks, trade secrets and/or copyrighted materials
+ of Digium or its suppliers.
+ 8.2 You agree not to reverse engineer, decompile, or disassemble the Software,
+ except to the extent such restriction is expressly prohibited by applicable
+ law. You shall not disclose or make available such trade secrets or copyrighted
+ material in any form to any third party nor remove any trademark notices,
+ copyright notices, or licensing terms from the Software or any components
+ 8.3 You will not, without Digium written consent, use the name, trademarks,
+ trade names or logos of Digium, or the name of any product or service of
+ Digium, in any manner. If Digium grants you a right to use the aforementioned,
+ you will do so only in strict compliance with Digium's usage policies.
+ 9 TERMINATION
+ 9.1 This Agreement shall terminate upon removal of the Products from your
+ server and either destruction of the Products or return of the Products by you
+ to Digium. In the event of a breach of the scope of use permitted by the grant
+ in Section 2, or if you do not comply with other materials terms and conditions
+ of this Agreement, Digium shall have the right to immediately terminate this
+ Agreement, in which case you must promptly remove the Software from your
+ servers and destroy or return all copies to Digium. Notwithstanding the
+ foregoing, the provisions of Sections 5, 6, 7, 10, 11, 12, 13 and 14 shall
+ survive termination of this Agreement.
+ 10 EXPORT RESTRICTION
+ 10.1 You acknowledge that the Software, with the possible exception of certain
+ third-party components, is of U.S. origin. You agree to comply with applicable
+ domestic and international laws that apply to the Software, including the U.S.
+ Export Administration Regulations and other limitations issued by U.S. and
+ foreign governments.
+ 11 TRANSFER AND ASSIGNMENT
+ 11.1 This Agreement and the rights and obligations under it are not assignable
+ by you without the prior written approval of Digium, voluntarily or by
+ operation of law. Any attempt by you to assign this Agreement without such
+ approval shall be void. This Agreement shall inure to the benefit of the
+ successors and assigns of Digium. Notwithstanding the foregoing, you may move
+ the Software to different internal computers to the extent consistent with the
+ scope of license you have purchased to the Software.
+ 12 U.S. GOVERNMENT USERS
+ 12.1 The Software and documentation qualify as "commercial items" as defined at
+ 48 C.F.R. 2.101 and 48 C.F.R. 12.212. All Government users acquire the Software
+ and documentation with only those rights herein that apply to non-governmental
+ customers of Digium.
+ 13 GOVERNING LAW AND JURISDICTION
+ 13.1 This Agreement is to be construed in accordance with and governed by laws
+ of the State of Alabama, excluding its conflict of law provisions. Digium and
+ you agree to submit to the personal and exclusive jurisdiction of, and agree
+ that venue is proper in, the Alabama State or Federal Courts located in the
+ County of Jefferson, Alabama, for any such legal action or proceeding. The
+ United Nations Convention on International Sale of Goods, the application of
+ which is expressly excluded, does not govern this Agreement.
+ 14 ENTIRE AGREEMENT
+ 14.1 This Agreement constitutes the entire understanding between the parties
+ relating to the subject matter hereof and supersede all prior writings,
+ negotiations or understandings with respect thereto. The provisions of this
+ Agreement shall take precedence over any conflicting terms in any subsequent
+ purchase order, documentation or collateral. Any modifications to this
+ Agreement shall be reflected in a written agreement between the parties. The
+ parties agree that this Agreement may be executed electronically and that
+ electronic copies of this Agreement shall be binding upon the parties.