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<h4><i class='fa fa-file-text-o'></i>&nbsp;&nbsp;End-User License Agreement (EULA)</h4>
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	<h4 align="center"><strong>END-USER LICENSE AGREEMENT<br>
	NYQUIST SOFTWARE</strong></h4>
	<p>THIS END-USER LICENSE AGREEMENT ("EULA") DESCRIBES THE TERMS BY WHICH BOGEN COMMUNICATIONS LLC ("BOGEN") IS WILLING TO LICENSE CERTAIN SOFTWARE TO YOU, WHETHER AS AN INDIVIDUAL OR AS THE LEGAL ENTITY YOU REPRESENT ("LICENSEE" OR "YOU").<br><br>
	BY INSTALLING, USING OR OTHERWISE ACCESSING THE BOGEN SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, YOU MUST NOT INSTALL OR USE THE BOGEN SOFTWARE.</p>
<p style="margin-left:0px;"><strong>1. DEFINITIONS</strong></p>
<ol type="a">
  <li>"API" has the meaning stated in <u>Section 2.g</u> below.</li>
  <li>"Documentation" means any manuals, drawings, technical information, and other documents provided by Bogen for or relating to the Nyquist Software.</li>
  <li>"Nyquist Software" means the Nyquist E7000 or C4000 software, as applicable, for use with the corresponding Bogen Nyquist communication system that you have purchased.</li>
  <li>"Open Source Components" means components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) of the Nyquist Software that are made available from third parties under a free or open source software licensing model.</li>
  <li>"Proprietary Components" means those components of the Nyquist Software owned or licensed by Bogen, excluding the Open Source Components</li>
  <li>"Third Party Licensors" and "Third Party Software" have the meanings stated in <u>Section 2.e</u> below.</li>
</ol>
<p style="margin-left:0px;"><strong>2. LICENSE GRANT</strong></p>
<ol type="a">
	<li><u>License.</u> Subject to the terms and conditions of this EULA, Bogen grants to Licensee a limited, non-exclusive, non-sublicensable, non-transferable license to install and use the Nyquist Software, in executable form only, on a single network and single server solely for Licensee’s internal business purposes and only in connection with equipment supplied by or on behalf of Bogen.</li>
	<li><u>Support.</u> Licensee may access such support as Bogen makes available to all licensees of the Nyquist Software in accordance with, and for the time period stated in, the applicable <a href="https://www.bogen.com/sites/default/files/2024-02/Bogen%20Nyquist%20Software%20Product%20Support%20Policy.pdf" target="_blank">Bogen Software Product Support Policy</a>.</li>
	<li><u>Software Updates.</u> Bogen may offer Licensee the opportunity to purchase a subscription to software updates in accordance with Bogen’s <a href="https://www.bogen.com/sites/default/files/2024-02/Nyquist%20Software%20Update%20Subscription%20Terms.pdf" target="_blank">Software Update Subscription terms</a>. This EULA applies to all updates to the Nyquist Software, unless Bogen provides other terms along with the updates. Bogen may require Licensee, as a condition of receiving any update, to reaffirm acceptance of this EULA or accept an updated end user license agreement.</li>
	<li><u>Open Source Components.</u> The Nyquist Software may include 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 Documentation. To the extent there is a conflict between the license terms covering the Open Source Components and this EULA, the terms of such license will apply in lieu of the terms of this EULA 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 EULA 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 LLC, 1200 MacArthur Blvd., Suite 304, Mahwah, New Jersey 07430-2331. This Nyquist Software uses unmodified code of FFmpeg licensed under the LGPLv2.1. The LGPLv2.1 license is available in the Documentation (as defined below). FFmpeg and its source code are available at www.ffmpeg.org. Bogen does NOT own FFmpeg or its source code, ownership information is available at www.ffmpeg.org.</li>
	<li><u>Third-Party Software.</u> The Nyquist Software may include software that is licensed to Bogen by third-party licensors ("<em>Third Party Software</em>"). Third Party Software is redistributed by Bogen under the terms of the applicable license for such Third Party Software. Bogen’s licensors of Third Party Software (collectively, "<em>Third Party Licensors</em>") will not be responsible for any liability arising from your use of the Nyquist Software, nor will they provide any support or information relating to the Nyquist Software. The Third Party Licensors are third party beneficiaries of this Agreement.</li>
	<li><u>Text-to-Speech Content.</u> The Nyquist Software may include Third Party Software that is used to generate text-to-speech audio output that results when inputs are applied to the Nyquist Software ("<em>TTS Content</em>"). The license agreement for such Third Party Software states that Licensee may distribute the TTS Content on a noncommercial basis to third parties for the third parties’ own internal purposes. The license agreement for such Third Party Software states that Licensee may distribute the TTS Content on a commercial basis solely where the TTS Content is directly output from inputs to the Nyquist Software by a third party for the third party's own internal purposes. Licensee shall not distribute the TTS Content on a commercial basis for any purpose other than as permitted by this paragraph. Licensee is solely responsible for obtaining copyright and such other rights as may be required for the content of the TTS Content. Bogen shall have no responsibility or liability relating to the TTS Content</li>
	<li><u>Music.</u> You acknowledge that the Nyquist Software may include functions that enable you to play sound recordings and compositions (musical and otherwise) via your communication system(s), and that such sound recordings may be stored on one or more of your devices or streamed via one or more streaming services such as Internet radio (collectively, "<em>Music Uses</em>"). You also acknowledge and agree that you are solely responsible for obtaining all required consents, clearances, licenses and the like that may be required in connection with the Music Uses (collectively, the "<em>Music Licenses</em>"), including but not limited to public performance licenses from performing rights organizations ("<em>PROs</em>") and/or service agreements with third party streaming services. In addition, you must pay all fees and royalties associated with the Music Uses and Music Licenses, and you must comply with the terms of all Music Licenses.</li>
	<li><u>API Access Requirements.</u> Licensee may permit third party providers of other of Licensee's software or systems to enable such systems to send or receive data from the Nyquist Software using the Bogen Routines API application programming interface ("<em>API</em>") if, and only during the period that, such third party providers have accepted and agreed to Bogen's <a href="https://www.bogen.com/sites/default/files/2024-02/Nyquist%20API%20License%20Agreement.pdf" target="_blank">Routines API License Agreement</a> that applies to the Nyquist Software. Licensee must share the API License Agreement with the third-party provider and confirm that the third party accepts the terms of that agreement prior to accessing and using the API. Licensee is responsible for the third party's compliance with all terms of the API License Agreemen.</li>
</ol>
<p style="margin-left:0px;"><strong>3. RESTRICTIONS ON USE</strong></p>
<p>Licensee shall not, directly or indirectly, and shall not cause any third party to:</p>

<ol type="i">
  <li>copy the Nyquist Software or the Documentation, except that Licensee may make one copy of the Nyquist Software for backup and archival purposes only;</li>
  <li>use or reproduce any portion of the Nyquist Software in source code format, except for the API as permitted by <u>Section 2.h</u> above and the Open Source Components as permitted by the applicable open source licenses;</li>
  <li>translate, reverse engineer, decompile or disassemble the Nyquist Software, except to the extent expressly prohibited by applicable law, and with exceptions for the Open Source Components as permitted by the applicable open source licenses;</li>
  <li>rent, sell, lease, loan, sub-license, distribute, assign or transfer the Nyquist Software;</li>
  <li>modify the Proprietary Components, create any derivative work from the Proprietary Components or Documentation or merge all or any part of the Proprietary Components with another program;</li>
  <li>distribute, disclose or allow use of the Nyquist Software or Documentation in any format, through any time-sharing service, network or by any other means, to or by any third parties (except for the API as permitted by <u>Section 2.h</u> above and the Open Source Components as permitted by the applicable open source license);</li>
  <li>remove or modify any copyright, confidential or proprietary markings, legends or restrictions that are in the Nyquist Software or Documentation;</li>
  <li>download, publish, send by e-mail or transmit any information or contents through the Nyquist Software that could infringe or violate the intellectual property, brand, license or other rights of another party;</li>
  <li>export the Nyquist Software to any country that is subject to an embargo or applicable sanction imposed by the U.S. government, and other than in full compliance with all laws, regulations, orders and other restrictions of any governmental agencies; and</li>
  <li>transmit any virus, Trojan, worms or other destructive elements through or via the Nyquist Software.</li>
</ol>
<p style="margin-left:0px;"><strong>4. OWNERSHIP.</strong> The Nyquist Software and Documentation are only licensed, not sold, to Licensee. Bogen and its suppliers and licensors reserve all rights not expressly granted to Licensee in this EULA. Title and intellectual property rights to the Nyquist Software and Documentation remain with Bogen or its third party licensors.</p>
<p style="margin-left:0px;"><strong>5. CONFIDENTIALITY.</strong> Licensee agrees that the Proprietary Components and the Documentation, and all elements thereof, including without limitation the specific design and structure of individual programs, constitute confidential information and trade secrets of Bogen (the "<em>Confidential Information</em>"). Licensee agrees not to disclose, provide or otherwise make available the Confidential Information in any form to any third party, except with respect to the API as permitted by <u>Section 2.h</u> above. Licensee will keep the Confidential Information confidential and protect such Confidential Information in the same manner as Licensee maintains Licensee’s own highly confidential information, and in no event with less than a reasonable degree of care. Licensee is responsible for the compliance of all users of the Nyquist Software with these confidentiality obligations and shall cause all users of the Nyquist Software to comply with these obligations</p>
<p style="margin-left:0px;"><strong>6. TERM; TERMINATION.</strong> Bogen may terminate this EULA at any time if Licensee has breached any provision of this EULA, or if Bogen is required to do so by law. This EULA will expire if Licensee discontinues use of the Nyquist Software. Absent the above, effective upon receipt by Bogen of payment in full for all amounts due for the Nyquist Software and associated equipment, this EULA will remain in effect on a fully paid-up basis.</p>
<p style="margin-left:0px;"><strong>7. LIMITED WARRANTY.</strong> 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 current versions of the applicable Documentation, which can be found on <a href="https://www.bogen.com" target="_blank">Bogen’s website</a>. Any updates to the Nyquist Software provided to Licensee after the expiration of the ninety (90) day warranty period are not covered by any warranty or condition, whether express, implied or statutory. BOGEN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.</p>
<p style="margin-left:0px;"><strong>8. LIMITATION OF LIABILITY.</strong> If the Nyquist Software does not perform substantially in accordance with the applicable documentation during the limited warranty period described in <u>Section 7</u>, Bogen's liability is limited to repair or replacement of the Nyquist Software. All warranties provided in this EULA are void if failure of the Nyquist Software is the result from accident, abuse, misapplication, abnormal use, or a virus. Any replacement Nyquist Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOGEN'S, ITS EMPLOYEES', DIRECTORS', AFFILIATES', AGENTS', SUPPLIERS', DISTRIBUTORS', RESELLERS' OR SUBCONTRACTORS' LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE PRICE PAID BY YOU FOR THE NYQUIST SOFTWARE. IN NO EVENT SHALL BOGEN, ITS EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS, RESELLERS OR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, OR OTHER LOSS ARISING OUT OF OR IN ANY WAY RELATED TO THE OPERATION, USE OF, INTERFACE WITH, ASSOCIATION WITH, OR INABILITY TO USE THE NYQUIST SOFTWARE. IN ADDITION, BOGEN'S THIRD PARTY LICENSORS DISCLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL. BOGEN AND ITS SUPPLIERS AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE NYQUIST SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE NYQUIST SOFTWARE WILL MEET LICENSEE'S SPECIFIC REQUIREMENTS. THE LIMITATIONS AND EXCLUSIONS ABOVE ARE A FUNDAMENTAL BASIS OF THE BARGAIN UNDER THIS EULA.</p>
<p style="margin-left:0px;"><strong>9. INDEMNITY.</strong> Licensee agrees to defend, indemnify, and hold harmless 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 parties may incur arising from or relating to: (i) a breach of this EULA by Licensee; (ii) Licensee’s use of the Nyquist Software or Documentation; or (iii) any third party's use of the API to interface with the Nyquist Software or Licensee's systems. Licensee may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of
fault by Bogen or bind Bogen in any manner, without Bogen's prior written consent. Bogen reserves the right, at Bogen's option and in Bogen's sole discretion, to assume full control of the defense of claims with legal counsel of Bogen's choice, and Licensee shall retain responsibility for payment of reasonable attorneys’ fees and costs incurred by Bogen. If Bogen assumes control of the defense of such claim, Bogen will not settle any such claim requiring payment from Licensee without Licensee's prior written approval. The obligations set forth in this <u>Section 9</u> shall survive expiration or termination of this EULA</p>
<p style="margin-left:0px;"><strong>10. EXPORT LAWS.</strong> The terms of this EULA are 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, and Licensee agrees to comply with such Act and regulations. Licensee 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.</p>
<p style="margin-left:0px;"><strong>11. GOVERNMENT RESTRICTED RIGHTS.</strong> If Licensee uses 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 this EULA; 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 software are set forth in the Federal Acquisition Regulations. The Contractor for the Programs is Bogen Communications LLC, 1200 MacArthur Blvd., Suite 304, Mahwah, NJ 07430-233.</p>
<p style="margin-left:0px;"><strong>12. GENERAL.</strong></p>

<ol type="a">
  	<li><u>Entire Agreement.</u> This EULA is the entire agreement between Licensee and Bogen relating to the Nyquist Software and Documentation, and it supersedes all prior or contemporaneous oral or written communications with respect to the Nyquist Software or any other subject matter covered by this EULA. Bogen may make changes to this EULA, by posting such changes on <a href="http://www.bogen.com" target="_blank">the Bogen website</a>. Licensee's continued use of the Nyquist Software shall be deemed consent of the most recent terms.</li>
	<li><u>Authority.</u> If the Nyquist Software is installed on computers owned by a corporation or other legal entity, then this EULA is formed by and between Bogen and such entity. The individual agreeing to the terms and conditions of this EULA represents and warrants to Bogen that they have the authority to bind such entity to the terms and conditions of this EULA.</li>
	<li><u>Assignment</u> Licensee shall not have the right to assign, transfer, or sublicense any obligations or benefits under this EULA (including by operation of law) without Bogen’s prior written consent.</li>
	<li><u>Third Party Beneficiaries.</u> Bogen's suppliers and licensors are third party beneficiaries to this EULA.</li>
	<li><u>Severability.</u> If any provision of this EULA is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from this EULA and all other provisions shall remain in full force and effect.</li>
	<li><u>Governing Law.</u> This EULA is governed by the laws of the State of Delaware, without reference to any conflict of laws principles.</li>
</ol>
	<br><br>
UPDATED: January 9, 2024
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