LICENSE AGREEMENT FOR EPOS SDK
This license agreement (the “Agreement”) is a legally binding agreement between you (as “Licensee”) and EPOS Group A/S, CVR-no. 39 82 02 42, Industriparken 27, 2750 Ballerup, Denmark (as “Licensor”).
1. BACKGROUND AND PURPOSE
1.1 This Agreement governs your access to and use of the EPOS software libraries (the “Software”), which consists of:
- EPOS SDK
- Demo App with source code
- EPOS JS library
- Demo App for Amazon Connect
and the related technical documentation and guidelines.
1.2 The EPOS SDK enables third party UC and CC softphone vendors (the Licensee) to (i) integrate call control (e.g., answer/end calls etc.) support for the Licensor’s headsets (including headsets and speakerphones branded as ‘EPOS’, ‘Sennheiser’ or ‘EPOS I Sennheiser’), and (ii) enable busy light features such as presence indications.
1.3 The Demo App with source code can be used as example code by the Licensee.
1.4 The EPOS JS Library can be used to integrate new web-based softphones with EPOS Connect to implement call control with Licensor’s headsets and speakerphones.
1.5 Amazon Connect Demo App can be used as example code by the Licensee when enabling the call control with Amazon Connect through EPOS JS Library.
2.1 The Licensor is the owner of the Software and holds any and all rights, title, and interest to and in the Software, including but not limited to any copyright to source codes, images and text incorporated into the Software.
2.2 The Licensor hereby grants the Licensee a non-exclusive, royalty-free license to, (i) use the Software to develop the Licensees product(s), (ii) integrate the EPOS SDK into the Licensee’s product(s), and (iii) distribute the EPOS SDK as part of the Licensee’s product(s) on the terms and conditions set out herein.
2.3 The Licensee is not entitled to grant sub-licenses, assign or in any other way transfer its rights under this Agreement.
2.4 The Software is copyright protected, and the Licensee acknowledges that it is illegal to customize or reverse engineer the Software.
3.1 You acknowledge that the Licensor may update or modify the Software from time to time in its sole discretion (“Updates”). You are required, at your own expense, to implement and use the most current version of the Software and to make any changes to your product(s) that are required as a result of such Updates, noting that Updates may adversely affect the manner in which your product(s) access or communicate with the Software. Your continued access or use of the Software following an Update will constitute binding acceptance of the Update.
4.1 The Software is being provided to the Licensee “as is” and Licensor makes and has made no express warranties to the Licensee regarding the Software.
4.2 The Licensor disclaims any and all warranties regarding the Software, express or implied, including but not limited to any warranties of fitness for particular purposes, merchantable quality or non-infringement of any third-party rights.
4.3 In no event will the Licensor be liable to the Licensee for any loss or expenses of any nature incurred or suffered, including but not limited to direct, indirect, special, incidental or consequential damages, loss of profits, damages to hardware or other software programs and whether in contract, tort (including but not limited to negligence), product liability or otherwise.
5.1 The Licensee shall keep confidential and will not disclose to any third party the details of the collaboration under this Agreement or any information obtained from the Licensor which is designated as confidential, or which is of a confidential nature and the Licensee will not use any such information except for the purpose of using the Software in accordance with this Agreement.
5.2 The Licensee will advise its employees of the confidential nature of the collaboration under this Agreement and will ensure that such employees comply with the obligations of confidentiality in the Agreement.
5.3 In the event of any breach or threatened breach by the Licensee, the Licensor may seek, in addition to any other legal remedies and monetary damages which may be available, such equitable relief as may be necessary to protect the Licensor against any such breach or threatened breach, including, without exception, any injunctive relief appropriate to prevent any actual or threatened use or disclosure of the confidential information, without having to put up collateral. However, the Licensee will not be liable for any indirect or consequential loss.
6.1 If Licensor believes, in its sole discretion, that the Licensee has attempted to exceed, circumvent, or otherwise bypass the rights and/or restrictions set forth in this Agreement, the Licensor may immediately and without prior notice, temporarily and/or permanently suspend or terminate the Licensee’s rights under this Agreement. The Licensor may monitor the Licensees use and compliance with the terms of this Agreement, and the Licensee agrees to fully cooperate, at its own cost, with Licensor in any such evaluation.
7. LAW AND VENUE
7.1 This Agreement shall be interpreted and governed in accordance with Danish law excluding its conflicts of law rules.
7.2 Any dispute arising out of or in connection with this Agreement shall be decided by the courts of Denmark.
8. ELECTRONIC ACCEPTANCE
8.1 By electronically clicking “I accept” or other similar language, you acknowledge and agree on behalf of the Licensee entity that (i) you have read this Agreement, (ii) you are authorized to agree to the terms of the Agreement on behalf of the Licensee, and (iii) each of the terms and conditions of this Agreement will be binding and enforceable on and against the Licensee.