Synadia Evaluation Agreement

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE EVALUATION ITEM OFFERED BY Synadia Communications INC. (“Company” or “SYNADIA”). BY CLICKING ON "I ACCEPT" and submit via Company’s standard online process, YOU ("recipient") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY THIS EVALUATION AGREEMENT ("AGREEMENT"). RECIPIENT’S CONTINUED USE OF THE EVALUATION ITEM SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. If you’re agreeing to these terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these terms on the organization’s or entity’s behalf and bind them to these terms. IF RECIPIENT DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, RECIPIENT MUST CLICK "CANCEL" AND MAY NOT ACCESS OR USE THE Evaluation Item IN ANY MANNER FOR ANY PURPOSE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. Confidentiality. Recipient acknowledges that, in the course of using Synadia Platform (the “Evaluation Item”) and performing its duties under this Agreement, Recipient may obtain or develop information relating to the Evaluation Item and/or to Company ("Confidential Information"), including, but not limited to the software, code, technology, algorithms, schematics, testing procedures, user interface, documentation, problem reports, analysis and performance information, inventions (whether patentable or not), and other technical, business, product, marketing, financial information, plans and data. During and after the term of this Agreement, Recipient shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Confidential Information, unless such Confidential Information becomes publicly known without breach of this Agreement by Recipient. Recipient shall not, without the prior written consent of Company, disclose or otherwise make available the Evaluation Item, Feedback, documentation or other supporting materials, including any information relating to the performance or operation of the Evaluation Item (including any testing results, opinions, benchmarking or other evaluation conclusions), or copies thereof to any third party. Recipient acknowledges and agrees that due to the unique nature of Company's Confidential Information, there can be no adequate remedy at law for any breach of Recipient’s obligations hereunder, that any such breach may allow Recipient or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

2. License. Subject to the terms of this Agreement, (and any limitations and restrictions set forth herein), Synadia grants Customer a limited, worldwide, non-sublicensable, non-transferable, nonexclusive, royalty-free, fully paid up license to use the Evaluation Item during the applicable Agreement term, solely for Recipient’s internal evaluation purposes during the term of this Agreement. Recipient shall not reverse assemble, reverse compile or reverse engineer the Evaluation Item, or otherwise attempt to discover any source code or underlying ideas of the Evaluation Item. Recipient acknowledges and agrees that the Evaluation Item may incorporate functions that will inhibit Recipient from exceeding the scope of this license.

3. Ownership. The Company shall at all times retain all title to and ownership of the Evaluation Item and all copies thereof. No ownership thereof is transferred by this Agreement. Any surveys, usage reports, developments, recommendations or modifications made by Company or Recipient relating to the Evaluation Item (“Feedback”), whether or not influenced or suggested by Recipient, are the sole property of Company. Recipient hereby assigns and agrees to assign to Company any interest it has or may acquire in any of the foregoing, as well as all related intellectual property rights; and will cooperate to perfect or further evidence such assignments. All Feedback shall be Company’s sole property and Confidential Information.

4. Support and Updates. From time to time, Synadia may at its sole discretion provide upgrades, patches, enhancements, or fixes for the Evaluation Item without additional charge (“Updates”), and upon installation by Recipient such Updates will become part of the Evaluation Item; provided that Synadia shall have no obligation to provide any Updates or support services whether to Recipient or to its end users.

5. Term and Termination. This Agreement shall commence on the date Recipient clicks the “I ACCEPT” button below and shall continue in effect for fourteen (14) days, unless earlier terminated by either party. Recipient may terminate this Agreement and the license granted herein at any time. Company may terminate this Agreement and the license granted herein immediately if Recipient breaches any provision of this Agreement, or at any time for any reason or no reason. Upon termination or expiration of this Agreement, Recipient agrees to cease all use of and delete all copies of the Evaluation Item (and upon request, shall certify compliance in writing to Synadia), and Recipient’s license to use the Evaluation Item will automatically terminate. Sections 1, 3, 5, 6, 7, and 8 shall survive any termination of this Agreement for any reason. The parties agree that Recipient shall have no duty to rent, lease, license or purchase the Evaluation Item from Company after termination of this Agreement, nor shall Company have any obligation thereafter to rent, lease, license or sell the Evaluation Item to Recipient.

6. Warranty Disclaimer. The parties acknowledge that the Evaluation Item are experimental in nature and are provided “AS IS” and may not be functional on any machine or in any environment. COMPANY DISCLAIMS ALL WARRANTIES RELATING TO THE Evaluation Item, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE EVALUATION ITEM IS SOLELY AT YOUR OWN RISK.

7. Limitation of Liabilities. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, EVALUATION ITEM OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

8. Miscellaneous. This Agreement shall become effective only upon its execution by both Company and Recipient and it shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. For any breach or threatened breach of this Agreement, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties.