DIGIUM END-USER LICENSE AGREEMENT 
January 2012
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 
imited 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.

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
All varieties of Switchvox Products except that the Switchvox Products may
only be used to provide hosted services by running each single instance of
Switchvox on a single server in a data center. The Switchvox Products may
not be used in a virtualized environment to provide hosted services.

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

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 012620122
