Digium End-User Purchase and License Agreement

DIGIUM END-USER LICENSE AGREEMENT

September 2016

IMPORTANT – PLEASE READ CAREFULLY

1. This Digium End-User  License Agreement (the "Agreement") is a legal
agreement between Digium and its Affiliates (collectively referred to as
"Digium") and the licensee, purchaser and end user respectively (hereinafter,
“you”, “You” or “your”) of the Digium distribution media, software and related
documentation (the "Software"), Digium services (“Services”), and any Digium
computer electronics excluding Digium branded and manufactured phones (“Digium
Phones”), the Speech Recognition Engine Bridge Software, and the AA50 which are
governed by different end user agreements independent of and separate from this
Agreement (“Hardware”), entitlements granted pursuant to a Subscription
Agreement, and related manuals (collectively the "Products"). Affiliate means
an entity which is (a) directly or indirectly controlling Digium; or (b) which
is directly or indirectly owned or controlled by Digium.  By downloading or
installing the Software or installing the Hardware, 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 and/or use the Software or Hardware and, if presented with
the option to “agree” or “disagree” to the terms, click “disagree”, and should
remove any installed Software or Hardware from your computer. If you do not
agree to the terms of this Agreement you may return the Hardware, subject to
the time limitations, unopened requirement, and other restrictions of Digium’s
then current Return Policy and Warranty Policy. You may only return Software if
the Software had not been activated and is returned within ten (10) days
following date of purchase. Copies of Digium’s Return Policy and Warranty
Policy may both be found on www.digium.com and the terms of those polices are
incorporated herein by reference

2. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement,
Digium grants you a non-exclusive, non-sublicenseable, non-transferable license
to use the Software for internal business purposes and not for resale, sub
license, leasing, or (except for those Products excluded in Section 2.1 of this
Agreement) providing hosted services to third-parties. “Software” shall include
any upgrades, updates, bug fixes or modified versions (“Upgrades”) or backup
copies of the Software supplied to you by Digium or an authorized reseller,
provided you hold a valid license to the original Software and have paid any
applicable fee for Upgrades. Notwithstanding the foregoing, Digium acknowledges
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 that only Open Source Components with
licenses that intend to grant permissions no less broad than the license
granted in this Section 2 are included in the Software. To the extent which the
licenses applicable to an Open Source Component prohibit any of the
restrictions in this Agreement with respect to such Open Source Component, such
restrictions will not apply.

Digium respects your privacy. Please read the following statement that applies
to data collected by Digium through the Product Switchvox. The Product
Switchvox collects a variety of information including but not limited to server
and software configuration information and SIP Provider identities and reports
that to Digium’s server on a regular basis for the purpose of improving the
performance of the Product Switchvox. This information may be stored by Digium
perpetually. Digium may share and disclose the foregoing information in an
aggregated form in order to describe our services to prospective and existing
partners, advertisers, or other third parties, and for other lawful purposes.
The aggregated information will not be linked to any personal information that
can identify any individual person or company. The following information is
excluded from being collected pursuant to the foregoing: call logs, call
recording details, login and logout activity, extension details such as name,
address, and password, SIP provider details such as username and password,
phonebook entries for names and phone numbers, administrative-user information,
and audio files. If you do not agree to allowing all information falling under
the previously listed categories and excluding the exceptions to be collected
you must indicate that by removing the checkmark from the allow box on the
Product registration page of the Product Switchvox. You may notify Digium at
any time pursuant to the foregoing that you do not agree to allow collection of
the previously listed information. Failure to notify Digium that you do not
agree to allow the collection of the listed information will be deemed consent
to allow Digium to collect all listed information.  Switchvox uses Google
Analytics to collect a variety of information including but not limited to
which features you use, and behavior flow. This information is reported to
Digium’s Google Analytics Account for the purpose of improving the performance
of the Software.  The following information is excluded from being collected
pursuant to the foregoing: call logs, recording details, login and logout
activity, extension details such as name, address, and password, SIP provider
details such as username and password, contact entries for names and phone
numbers, administrative-user information, and audio files. For more information
on how Google Analytics collects and processes this data please visit this link
http://www.google.com/policies/privacy/partners/. The information may be stored
by Digium perpetually. Digium may share and disclose the foregoing information
in aggregated form in order to describe Switchvox to prospective and existing
partners, advertisers, or other third parties, and for other lawful purposes.
The aggregated information will not be linked to any personal information that
can identify an individual person or company. You may view Digium’s privacy
policy at the following link http://www.digium.com/en/company/policies.  The
Product Switchvox SMB Trial also requests permission from Digium’s server to
continue running. If for any reason the Switchvox SMB Trial does not receive
permission to continue running, then it will cease functioning. For any Product
utilizing MP3 functionality (meaning the MPEG Layer-3 audio coding technology,
which complies with the specifications and operating parameters established by
the Joint Technical Committee of the International Standards Organization as
described in ISO/IEC IS 11172-3 and ISO/IEC IS 13818-3) supply of that Product
does not convey a license nor imply any right to distribute MPEG Layer-3
compliant content created with that Product in revenue-generating broadcast
systems (terrestrial, satellite, cable and/or other distribution channels),
streaming applications (via Internet, intranets and/or other networks), other
content distribution systems (pay-audio or audio-on-demand applications and the
like) or on physical media (compact discs, digital versatile discs,
semiconductor chips, hard drives, memory cards and the like). An independent
license for such use is required. For details, please visit
http://mp3licensing.com.

Please read the following statement that applies to the Software called the
Digium Phone Module for Asterisk. You are granted a limited, non-exclusive
license to download, install, use and run the Digium Phone Module for Asterisk
with Asterisk, strictly for the communications and control of Digium branded
and manufactured Phones.  The use of the Digium Phone Module for Asterisk with
phones not branded and manufactured by Digium is not permitted. The grants set
forth in this EULA do not permit you to, and you agree not to, install, use or
run the Digium Phone Module in conjunction with any non-Digium branded phone,
or to enable others to do so.

2.1 PRODUCTS EXCLUDED FROM HOSTED SERVICES RESTRICTION

The following Products are excluded from the hosted services restriction of
Section 2 of this Agreement. For purposes of clarification, You are free to use
the Products in this Section 2.1 to provide hosted services to third parties.

G.729 for Asterisk

FAX for Asterisk

HPEC for Asterisk

Digium Phone Module for Asterisk

Opus for Asterisk

3. RESERVATION OF RIGHTS.  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 Hardware (exclusive of Software embedded in the Hardware) and the
physical media on which the Software and associated documentation are
reproduced and distributed. If you allow an existing Services or Subscription
Agreement plan to lapse, you may be required to pay retroactively annual fees
for all Products from the date of the lapse in order to reinstate such
Services. Products that are provided or sold as demo or evaluation units, or
are marked with the legend “For Evaluation Only” or a similar notation, are not
authorized for commercial business use in production or deployment, but are
made available only for demonstration or evaluation purposes, and may not be
resold or transferred to any third party without prior written permission from
Digium.

4. EMERGENCY CALLS.  You understand and acknowledge that the Products may be
used to implement, supplement, or replace telephone systems and
telecommunications services, and that in some cases, certain government
regulations may apply to their implementation or use; and compliance with such
regulations is your sole responsibility. You understand and acknowledge that
users of the system on which you install the Products may attempt to use that
system to place emergency calls. You acknowledge and agree that: the Products
must be properly configured for your system or application; that the nature of
the Products and any networks they may operate upon allow many possible
configurations; that such configuration may be beyond the scope of the
documentation supplied with the Products; and that specialized experience and
training may be required to properly configure the Products. You acknowledge
and agree that it is your sole responsibility to ensure that the Products and
associated networks and systems are implemented and configured such that
emergency calls are properly handled, and that any system or application based
on the Products complies with all applicable laws and regulations. You
acknowledge and agree that telephone and telecommunications systems can be
complex and must be installed, implemented, and configured by the appropriate
technically qualified personnel, and that you or your authorized agents have
the qualifications necessary to properly implement and configure the Products
to handle emergency calls, if applicable. You further acknowledge and agree
that it is your sole and ongoing responsibility to ensure the proper operation
of any emergency calling system based on the Products, including, but not
limited to: initially and regularly testing the operation of the Products,
including testing the operation with emergency services; notifying and training
all users of any system on which the Products are installed how to use the
system for emergency calls; and notifying such users of any and all limitations
of your configuration and implementations of the Products and any network or
system the Products are used on or with. By using the Products under this
Agreement, you explicitly release Digium from any warranty, duty, liability, or
obligation to train you or any users of your system regarding the proper
configuration, operation, or use of the Products or any system or network they
are used in conjunction with on which it is installed; to ensure that your
configuration, implementation, or use of the Products provides for the proper
handling or routing of emergency calls; or to ensure that your use of the
Products is in compliance with any applicable laws and regulations.

5. LIMITATION OF LIABILITY.  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 Products, inconvenience or indirect
damages of any character, including but not limited to damages for copyright or
patent infringement, 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 Products, 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 defective or non-conforming Product(s). The maximum liability of Digium
under this Agreement is limited to the purchase price of the Product(s) which
is the subject of the dispute. If no money was paid for the applicable Product
which is the subject of the dispute, then to the maximum extent permitted by
applicable law Digium is not liable in any amount. The foregoing express
written warranties and remedies are exclusive and in lieu of any other
warranties or remedies, express, implied or statutory.

6. WARRANTY AND RETURN The terms under which Digium's Products are warranted
are defined in the Digium Warranty Policy, available on www.digium.com, the
terms of which are included herein and incorporated by this reference. The
Products may only be returned pursuant to Digium’s Return Policy, available on
www.digium.com, the terms of which are included herein and incorporated by this
reference. Digium reserves the right to update Digium’s Warranty Policy and
Digium’s Return Policy. The version of the Warranty Policy that is current as
of the date of Your purchase of the Products is the version that applies to
You. The version of the Return Policy that is current as of the date of the You
request to return them applies to You.

6.1 WARRANTY EXCLUSIONS.  For purposes of clarification, certain Digium
Products and Product families are not covered by Digium’s Standard Warranty
Policy (“Excluded Products”). FOR THE EXCLUDED PRODUCTS, TO THE MAXIMUM EXTENT
ALLOWED BY APPLICABLE LAW, NEITHER DIGIUM, NOR ITS THIRD-PARTY LICENSORS OR
SUPPLIERS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES MAKE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND TO ANY END USER, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO WARRANTIES
OR REPRESENTATIONS OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT, EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY AGREED IN WRITING
BY SUCH PERSON OR ENTITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,  IN
NO EVENT SHALL DIGIUM, ITS THIRD PARTY LICENSORS OR SUPPLIERS, NOR ITS
DIRECTORS, OFFICERS, EMPLOYEES, AFFILLIATES OR LICENSORS BE LIABLE TO YOU FOR
ANY DAMAGES OF ANY KIND, INCLUDING INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES,
OR ECONOMIC DAMAGE OR INJURY TO PROPERTY, LOST PROFITS OR LOST REVENUES,
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY AND
REGARDLESS OF WHETHER SUCH PERSON OR ENTITY SHALL BE ADVISED OR HAVE REASON TO
KNOW OF THE POSSIBLITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT OTHERWISE AGREED
IN WRITING BY SUCH PERSON OR ENTITY.   SOME COUNTRIES, STATES, OR PROVINCES DO
NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CERTAIN PRODUCTS APPLIED TO CONSUMERS,
OR THE LIMITATION FOR PERSONAL INJURY, SO THE ABOVE LIMITATIONS AND EXCLUSIONS
MAY BE LIMITED IN THEIR APPLICATION TO YOU.  IF THE IMPLIED WARRANTIES ARE NOT
ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE DURATION
OF DIGIUM’S WARRANTY FOR OTHER SOFTWARE OR HARDWARE PRODUCTS (WHICHEVER IS
APPLICABLE DEPENDING ON WHICH PRODUCT IS AT ISSUE) AVAILABLE ON WWW.DIGIUM.COM.
The Excluded Products are defined in the following subsections.  All terms and
conditions of this Agreement apply to the Excluded Products as detailed in this
Agreement.

6.1.1 PRODUCTS EXCLUDED FROM DIGIUM’S STANDARD WARRANTY POLICY

The following Excluded Products are not covered by Digium’s Standard Warranty
Policy and Digium expressly disclaims any liability arising from use of such
Excluded Products pursuant to Section 6.1. :

FAX for Asterisk

G.729 for Asterisk

HPEC for Asterisk

The Digium Phone Module for Asterisk

Opus for Asterisk

7. PROPRIETARY WORKS. The Products contain trademarks, trade secrets and/or
copyrighted materials of Digium or its suppliers.

7.1 You agree not to reverse engineer, decompile, or disassemble the Products,
nor defeat, bypass, remove or otherwise interfere with any licensing mechanism
which may be provided in or with the Products, 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 (including any
information pertaining to any licensing mechanism which may be provided in or
with the Products) in any form to any third party nor remove any trademark
notices, copyright notices, or licensing terms from the Products or any
components therein. Title and intellectual property rights in and to Digium
trademarks and Digium copyrighted material which appears in content displayed
by or accessed through the Products belongs to Digium  This Agreement does not
grant you any rights to use such trademarks or copyrighted material  nor does
it guarantee that such content will continue to be available to you.

7.2 You will not (except with regard to fair use or nominative use)  without
Digium’s 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 trademark policies.

8. TERMINATION. This Agreement shall terminate upon 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 destroy or return all Products to Digium. Notwithstanding the
foregoing, the provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall
survive termination of this Agreement.

9. EXPORT RESTRICTION AND COMPLIANCE WITH ALL APPLICABLE LAWS. You acknowledge
that the Products, with the possible exception of certain third-party
components, are of United States origin. The export and re-export of the
Products are controlled by the United States Export Administration Regulations
and such Products may not be exported or re-exported to  any country to which
the United States embargoes goods.  In addition, the Products may not be
distributed to persons on the Table of Denial Orders, the Entity List, or the
List of Specially Designated Nationals.  By downloading or using a Digium
Software Product, or using any other Digium Product, you are certifying that
you are not a national of  any  country to which the United States embargoes
goods and that you are not a person on the Table of Denial Orders, the Entity
List or the List of Specially Designated Nationals. You also agree that you
will not use the Products for any purposes prohibited by United States law. You
agree to use the Products in compliance with all applicable laws, including
local laws of the country or region in which you reside.

10. TRANSFER AND ASSIGNMENT. 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.

11. U.S. GOVERNMENT USERS. 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.

12. GOVERNING LAW AND JURISDICTION AND DISPUTE RESOLUTION. This Agreement shall
be governed by and construed under the laws of the USA, and to the extent no
federal law applies, the laws of the State of Alabama, USA. Forum,
jurisdiction, and venue shall be determined in accordance with such law. If
permitted by applicable law, Digium and you hereby expressly waive any right to
a trial by jury and consent to a bench trial in the event of a dispute Digium
and you agree to attempt to resolve any dispute by direct communication between
representatives of each party who are authorized to finally resolve the dispute
prior to filing any legal action against the other party. The parties agree to
attempt to resolve the dispute within fourteen (14) days of the first direct
verbal communication between the representatives of the parties in which the
parties make good faith efforts to attempt to resolve the dispute following
written notice of the dispute having been provided to the party not invoking
this clause. The party with the dispute must provide the written notice and
must provide sufficient detail in the notice as to the nature of the problem
and requested remedies so as to permit the party not invoking this clause to
make good faith attempts to remedy the dispute. The parties agree not to resort
to legal action, other than injunctions, either prior to or during the fourteen
day dispute resolution period. The United Nations Convention on International
Sale of Goods, the application of which is expressly excluded, does not govern
this Agreement.

13. ENTIRE AGREEMENT. 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. The parties
agree that this Agreement may be executed electronically and that electronic
copies of this Agreement shall be binding upon the parties. If any provision of
this EULA is held to be void, invalid, unenforceable or illegal, the other
provisions shall continue in full force and effect.

Digium EULA 022616
