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POLYCOM, INC.
APPLICATION PROGRAMMING INTERFACE LICENSE (“API”)
FOR SOUNDPOINT IP AND SOUNDSTATION IP PRODUCTS (“Product” or “Products”).
1. Agreement
. You understand and agree that by using the API you will be bound by the terms of the End User License and Warranty
Terms included with the Product(s) and this document (together, the “Agreement”). In the event of any conflicts between the End User
License and Warranty Terms and this document, this document shall govern with respect to the API.
2. Parties.
For purposes of this Agreement “you” or “your” shall mean the individual or entity accepting this Agreement or using the
API. The relationship between you and Polycom is that of licensee/licensor. No legal partnership or agency relationship is created
between you and Polycom. Neither you nor Polycom is a partner, an agent or has any authority to bind the other. You agree not to
represent otherwise.
3. License/Ownership
. Subject to your compliance with this Agreement, Polycom hereby grants you a limited license to use the API
solely for the purposes of developing and testing your own proprietary software to be used in conjunction with the Product(s). The
foregoing license does not grant you any distribution rights or other rights to use the API for any other purpose and you agree that you
shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the API. Polycom retains ownership of the API, and
except as expressly set forth herein, no other rights or licenses are granted. Polycom may change, suspend or discontinue providing the
API at any time.
4. Term/Survival
. Without prejudice to any other rights, Polycom may terminate this Agreement if you fail to comply with any of the
terms and conditions of this Agreement. In such an event, you must destroy all copies of the API. You may terminate this Agreement at
any time by destroying the API. In the event of any termination of this Agreement, Sections 1, 2, 5, and 7-11 shall survive termination.
5. Development
. Nothing in this Agreement shall impair Polycom’s right to develop, acquire, license, market, promote or distribute
products, software or technologies that perform the same or similar functions as, or otherwise compete with any other products, software
or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary,
Polycom shall be free to use any information, suggestions or recommendations you provide to Polycom for any purpose, subject to any
applicable patents or copyrights.
6. Harmful Code
. You agree not to include any “Harmful Code” in any products you develop by use of the API, including but not limited
to any code that: (i) contains hidden files, “time bombs” or viruses; or (ii) can alter, damage, disclose or erase any data or other computer
programs without control of a person operating the computing equipment on which it resides, or (iii) retrieves or collects information
without the consent of the user or for any illegal or unauthorized purpose; or (iv) contains a key, node lock, time-out or other function
whether implemented by electronic, mechanical or other means which restricts or may restrict use or access to programs or data on the
Products, frequency or duration of use, or other limiting criteria; or (v) any code which may restrict, inhibit, disrupt or interfere with the
functionality of the Products as provided by Polycom. You agree not to use the API for any illegal or unauthorized purpose.
7. Marketing/Trademarks
. You are free to market any products you develop using the API, provided you agree not use the Polycom
logo, the marks "Polycom," "SoundPoint," "SoundStation," any other marks belonging or licensed to Polycom, or any marks that are
confusingly similar to marks belonging or licensed to Polycom in any way except as otherwise expressly authorized by Polycom in each
instance. In no event shall you (i) expressly state or imply that any products developed by you were created by or on behalf of Polycom
or are being marketed by or on behalf of Polycom; or (ii) expressly state or imply that Polycom has reviewed, sanctioned, or endorsed
your product in any way.
8. No Warranty
. You understand the API provided to you is supplied "AS IS" AND “WITH ALL FAULTS” WITHOUT ANY
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTIBILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A
PARTICULAR PURPOSE, AND POLYCOM PROVIDES NO SUPPORT FOR THIS API. You understand that Polycom is under no
obligation to provide updates, enhancements, or corrections, or to notify you of any API changes that Polycom may make. In the event
you market a product you develop using the API, any obligations, representations or warranties provided by you to an end user shall be
solely your obligations, and in no event shall Polycom be responsible to fulfill any such obligations.
9. Indemnity
. You shall indemnify and hold Polycom harmless from and against any and all costs, damages, losses, liability or
expenses (including reasonable attorneys’ fees) arising from your use of the API (including without limitation any actions arising from acts
or omissions of your employees or agents) or any failure by you to comply with the terms of this Agreement.
10. Disclaimer of Liability
. UNDER NO CIRCUMSTANCES SHALL POLYCOM BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR
FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER
TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT POLYCOM HAS BEEN ADVISED OR IS
AWARE OF THE POSSIBILITY OF SUCH DAMAGES. POLYCOM’S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT IS LIMITED TO FIVE DOLLARS ($5.00).
11. Miscellaneous
. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the
entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings
regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon
Polycom unless made in writing and signed by an authorized representative of Polycom.
YOUR USE OF THIS API ACKNOWLEDGES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS INDICATED ABOVE.
Polycom, Inc. © 2008. ALL RIGHTS RESERVED. www.polycom.com
Corporate Headquarters: Phone 408-526-9000
4750 Willow Road Fax: 408-526-9100
Pleasanton, CA 94588
U.S.A.