C4000 Software General Release 3.0.0.555

TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (“Terms of Use”) govern your use of https://www.bogen.com operated by Bogen Communications, Inc. (“Bogen”) or its affiliated companies, including, without limitation, any content or that you download or access from such website (collectively referred in this document as the “Site”).

By using the Site or the Nyquist Software, or by clicking on the “Accept” button below, you agree to abide by the terms and conditions set forth in these Terms of Use.

Limited License

Bogen authorizes you to access, download and install the Nyquist C4000 software that is available on the Site (“Nyquist Software”), subject to these Terms of Use and your acceptance of Bogen’s End-User License Agreement (“EULA”).

You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time. This Site, and all Nyquist Software, is copyrighted and protected by worldwide copyright laws. You agree to comply with all copyright laws worldwide with respect to the Site and the Nyquist Software. You further agree to prevent any unauthorized copying of the Site or the Nyquist Software. The Nyquist Software is licensed pursuant to these Terms of Use and the EULA and is not sold. Except as expressly provided herein, Bogen does not grant any express or implied license to you under any patents, trademarks, copyrights or trade secret information. Bogen and its suppliers and/or licensors retain all right, title to and interest in and to the Site and Nyquist Software, and all intellectual property rights or proprietary rights therein. You shall not make any enhancements, modifications, copies, or derivative works of or to the Nyquist Software (collectively, “Modifications”); and shall not decompile, reverse engineer, or in any way derive any source code from the Nyquist Software. You agree that any Modifications, including all intellectual property rights therein, shall be owned by Bogen, and you hereby assign, and agree to assign, all rights you may have therein to Bogen.

Third Party and Open Source Software

The Nyquist Software may include components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (“Open Source Components”). Open Source Components included with the Nyquist Software are redistributed by Bogen under the terms of the applicable Open Source Component license for such component. Copies of the Open Source Component licenses for Open Source Components included with the Nyquist Software are included with or referenced in the Nyquist Software’s documentation. To the extent there is a conflict between the license terms covering the Open Source Components and these Terms of Use , the terms of such license will apply in lieu of the terms of these Terms of Use with respect to such Open Source Components. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this these Terms of Use with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Bogen to make an offer to provide source code for such Open Source Component, such offer is made and you may exercise it by contacting Bogen at: Bogen Communications, Inc., 1200 MacArthur Blvd., Suite 304 Mahwah, New Jersey 07430-2331. The Nyquist Software uses unmodified code of FFmpeg licensed under the LGPLv2.1. The LGPLv2.1 license is available in the Nyquist Software documentation. FFmpeg and its source code are available at www.ffmpeg.org. Bogen does NOT own FFmpeg or its source code, and such ownership information is available at www.ffmpeg.org.

The Nyquist Software may include software (“Third Party Software”) that is licensed to Bogen by third-party licensors (“Third-Party Licensors”). Any such Third-Party Licensors will not be responsible for any liability arising from use of the Nyquist Software, and will not provide any support or information relating to the Nyquist Software. Bogen’s Third-Party Licensors are third party beneficiaries of these Terms of Use.

Warranty and Disclaimer

Bogen warrants that, for a period of ninety (90) days from the date of download, the Nyquist Software will perform substantially in accordance with the applicable documentation available at http://www.bogen.com/c4000-resources. EXCEPT FOR THE FOREGOING, THE SITE AND NYQUIST SOFTWARE or other CONTENT PROVIDED VIA the Site are provided on an “AS IS” AND “AS AVAILABLE” basis with no warranty of any kind. To the maximum extent permitted by law, Bogen AND ITS AFFILIATES AND LICENSORS disclaim all representations and warranties, express or implied, with respect to THE SITE, content and Nyquist Software, Including, WITHOUT LIMITATION, warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from ERRORS, OMISSIONS, MALICIOUS CODE, and implied warranties arising from course of dealing or course of performance. In addition, Bogen AND ITS SUPPLIERS AND LICENSORS do not represent or warrant that the SITE, CONTENT, NYQUIST SOFTWARE OR ANY OTHER information accessible via the Site is SECURE, accurate, or complete, will operate uninterrupted or error free, or will meet the specific requirements of you, or any dealer, distributor, integrator, contractor, or other direct or indirect customer of Bogen. As a condition of your use of the Site or the Nyquist Software, you warrant to Bogen that you will not use the Site or the Nyquist Software for any purpose that is unlawful or prohibited by these Terms of Use. Any updates, supplements or enhancements to the Nyquist Software provided to Licensee after the expiration of the ninety (90) day WARRANTY period are provided “AS IS” and are not covered by any warranty or condition, express, implied or statutory.

Indemnity

You agree to defend, indemnify and hold Bogen, its employees, directors, affiliates, agents, suppliers, licensors, distributors, resellers, and subcontractors harmless against any and all claims, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees and court costs, which such party may incur in connection with your breach of these Terms of Use or your unauthorized use of the Nyquist Software or Site.

Privacy

Bogen cannot ensure or guarantee privacy for users of the Site or the Nyquist Software. It is therefore recommended that they not be used for the transmission of confidential information. Any such use shall be at the sole risk of the user, and Bogen and its parent, subsidiary, or affiliate companies, or any of their officers, directors, employees, agents, suppliers, licensors and third-party partners shall be relieved of any and all liability in connection therewith.

Links to Third Party Websites

The Site may contain links to websites and other resources operated by third parties other than Bogen. Any such links are provided solely as a convenience to you. Bogen does not control such websites, and is not responsible for the content, products, services or information offered by any third parties. The inclusion of links to any third-party websites on the Site does not imply Bogen’s endorsement of any website or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person.

Limitations of Damages

IN NO EVENT SHALL BOGEN OR ANY OF ITS PARENT, SUBSIDIARY OR AFFILIATE COMPANIES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, AND THIRD PARTY PARTNERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER DATA THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE, AND FUNCTIONS OF THE SITE OR SOFTWARE ON THE SITE, INCLUDING WITHOUT LIMITATION THE NYQUIST SOFTWARE, EVEN IF BOGEN IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BOGEN’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT PAID TO BOGEN FOR THE NYQUIST SOFTWARE.

Changes

The Nyquist Software and any content offered or posted on the Site is subject to modification at any time and from time to time without notice or obligation to you. Bogen reserves the right, at any time and from time to time, without notice, to modify, alter, or update these Terms of Use, and your continued use of the Site after such modifications, alterations or updates signifies your agreement to be bound by such modifications, alterations or updates. Bogen may also make improvements and/or changes in the Site or any portion of it at any time without notice or obligation to you.

Choice of Law

These Terms and Conditions of use shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions.

Export Laws

The terms of this Terms of Use are expressly made subject to any and all laws, regulations, orders or other restrictions with respect to the export from the United States of America. The Nyquist Software may be subject to the U.S. Export Administration Act and its associated regulations and international import and export regulations, with which you agree to comply. You shall not export or re-export the Nyquist Software without full compliance with such laws, regulations, orders and other restrictions, including, without limitation, obtaining all necessary approval from all required governmental agencies and without the prior written consent of Bogen.

Government Restricted Rights

If you use the Nyquist Software on behalf of the U.S. Government, the following provisions apply: (i) if the Nyquist Software or any portion thereof is supplied to the Department of Defense or any related agency or service, such software will be classified as “Commercial Computer Software” and the Government is acquiring only rights as set forth in these Terms of Use; and (ii) if the Nyquist Software or any portion thereof is supplied to any other unit or agency of the United States Government, such software will be considered “restricted computer software” and the Government’s rights in such Platform are set forth in the Federal Acquisition Regulations. The Contractor for the Programs is Bogen Communications, Inc., 1200 MacArthur Blvd., Suite 304, Mahwah, New Jersey 07430.

Miscellaneous

These Terms of Use constitute the entire agreement between Bogen and you with respect to your use of the Site and the Nyquist Software. Any cause of action you may have with respect to your use of the Site or the Nyquist Software must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect. You agree that no joint venture, partnership, employment or agency relationship exists between you and Bogen as a result of these Terms of Use or any use of the Site or the Nyquist Software.

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