SIREN7/SIREN14/G.719 LICENSE AGREEMENT
This is a legal agreement (“Agreement”) between Polycom, Inc. (“Polycom”) and the individual or entity that accesses, downloads, uses, or reviews the Siren Codecs (“You”). Polycom and You will be referred to collectively in this Agreement as “the Parties”.
Polycom owns technology and intellectual property related to certain audio codecs (ITU‑T Recommendation G.722.1, G.722.1 Annex C, and G.719, and referred to together herein as “Siren7/Siren14/G.719 Technology” and generally known herein as the Siren Codecs). Polycom’s technology and intellectual property may include, without limitation, patents and patent applications, trade secrets, copyrights, software, hardware and know-how.
If You want a license from Polycom to implement the Siren Codecs, You must agree to these terms. This is an offer to be accepted only on the terms set forth in this Agreement. You accept these terms by accessing, downloading, using, or reviewing the Siren Codecs. Once accepted, Polycom grants You the license below, provided that You fully comply with these terms. If You do not agree to any of these terms, then You are not licensed under this Agreement. If You attempt to alter or modify any of these terms, then the offer is no longer valid and is revoked.
The Siren Codecs are ITU‑T Recommendation G.722.1, G.722.1 Annex C, and G.719 audio codecs. Polycom offers this license to encourage interoperability between audio products that exist as of the date of this license or that may come to exist in the future.
Neither the Siren Codecs nor any portion of the Siren Codecs may be printed out, reproduced, distributed, resold, or transmitted for any purpose other than the use of the Siren Codecs to create Licensed Products (as defined below), including, without limitation, commercial purposes, such as selling copies of this documentation or providing paid-for support services.
In consideration of the premises and mutual covenants contained herein, the parties agree as follows:
1.1 “Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. Control means beneficial ownership of more than fifty percent (50%) of the voting power or equity in an entity.
1.2 “Derivative Work” shall mean a work which is based upon one or more preexisting works, such as a revision, enhancement, modification, translation, abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted, and which, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute copyright infringement under United States law.
1.3 “Licensed Copyrights” means all copyrights in and to materials, including software, provided to You by Polycom, under this Agreement and appended as Exhibit A.
1.4 “Licensed Patents” means any claims of patents or patent applications owned now or in the future by Polycom or its Affiliates that are necessary to infringe in order to comply with the Siren7/Siren14/G.719 Technology Specification (Exhibit A). Notwithstanding the foregoing, Licensed Patents do not include patent claims that are necessary to infringe for in order to make, use or sell a commercially viable audio or video product, but do not relate to incorporation of Siren7/Siren14/G.719 Technology within such audio or video product. As an example of this limitation, the sale of a certain product is NOT licensed under a certain patent claim if such claim would be infringed by the selling that certain product without incorporation of Siren7/Siren14/G.719 Technology.
1.5 “Licensed Product” means an audio or video product that: conforms with the Siren7/Siren14/G.719 Technology Specification; and is compatible (for communication purposes) with substantially all audio or video products so conformant.
1.6 “Licensed Technology” means software, Software, know-how and trade secret information provided to You by Polycom, under this Agreement and specifically identified in Exhibit A.
1.7 “Object Code” means machine-readable computer software code generated from Source Code by a compiler, interpreter, assembler, or similar technology.
1.8 “Related Documentation” means any documentation associated with the Siren Codecs provided by Polycom. It is solely within Polycom’s discretion to provide documentation. Nothing in this Agreement obligates Polycom to provide documentation of any kind.
1.9 “Siren Codecs” means the Siren Codecs which perform G.722.1, G.722.1 Annex C, and G.719 operations defined in the Siren7/Siren14/G.719 Technology Specification, as set forth on Exhibit A, attached hereto and incorporated herein, and delivered by Polycom and any later version of the Siren Codecs set forth in a later version of Exhibit A.
1.10 “Siren Codecs Source Code Library” means a library containing Source Code and Object Code files provided by Polycom representing the Siren Codecs, as set forth on Exhibit A, attached hereto and incorporated herein, and delivered by Polycom and any later version of the Siren Codecs Source Code Library set forth in a later version of Exhibit A.
1.11 “Software” means the code as described in Exhibit A as delivered by Polycom to You, and any revisions, modifications, or derivations constituting a Derivative Work.
1.12 “Source Code” means computer software program instructions that may or may not need to be translated by a compiler, interpreter, or assembler into Object Code before execution, together with any corresponding logic diagrams, flow charts, developer comments, and annotations regarding such program instructions.
2.1 Upon Your acceptance of these terms, Polycom grants You and each of Your Affiliates a royalty-free, personal, non-exclusive, nontransferable worldwide license under the Licensed Patents, to make, use, import, offer for sale, sell or otherwise transfer Licensed Products.
2.2 Upon Your acceptance of these terms, Polycom grants You and each of Your Affiliates a royalty-free, personal, non-exclusive, nontransferable worldwide license under the Licensed Technology, to make, use, import, sell or otherwise transfer Licensed Products.
2.3 Upon Your acceptance of these terms, Polycom grants You and each of Your Affiliates a royalty-free, non-exclusive, worldwide, non-transferable license under Licensed Copyrights to reproduce, execute, perform, display and distribute internally and/or externally copies of non-confidential materials, to prepare or have prepared Derivative Works based upon such Licensed Copyrights, and to reproduce, execute, perform, display and distribute internally and/or externally
copies of such Derivative Works, all such rights exclusively for the purpose of making, using, selling or otherwise distributing Licensed Products. You may authorize third parties to make copies on Your behalf provided that You wholly indemnify and hold harmless Polycom for any damages and attorney fees caused by any actions of the third party that are inconsistent with Your rights under this agreement.
2.4 Notwithstanding any contradictory language in this Agreement, all of the foregoing license grants are strictly limited to the minimum extent that is necessary for You to make, use and sell Licensed Product.
2.5 You may not sub-license under any of the license grants herein except where the Licensed Product is part of a Your product which is distributed under a license. In those circumstances You may include the relevant terms of this Agreement into Your agreement with Your customer or may direct Your customer to Polycom to execute this Agreement directly.
2.6 You shall mark every Licensed Product with a proper copyright notice in like manner as used in materials provided by Polycom (including source code). You shall not remove or delete copyright notices from the provided material. You shall further provide copyright notice as reasonably requested by Polycom.
2.7 Special Termination: In the event that You make a Qualifying Patent Assertion against Polycom or any of its Affiliates, Polycom may immediately terminate all patent rights conveyed herein. Such termination shall occur immediately upon receipt of notice (as evidenced by signature to mail or package carrier) of such termination by Polycom. A Qualifying Patent Assertion is an accusation of patent infringement qualifying under 35 U.S.C. §287 as notice in the event of a failure to mark and wherein the accusation regards making, using, selling or importing a Polycom product or service, or a component thereof. The parties acknowledge that the intent of this section is to give Polycom the right to assert Licensed Patents against You in the event that You make a Qualifying Patent Assertion. Polycom agrees that in the event that it asserts Licensed Patents against You, Polycom will not request or demand an injunction with respect to Licensed Patents unless You has requested or demanded an injunction as part of Your Qualifying Patent Assertion (or in subsequent related assertions). Polycom further agrees that in the event that it asserts Licensed Patents against You, that any license terms for the Licensed Patents will not exceed reasonable terms and conditions that are demonstrably free of any unfair discrimination, provided that You agree to the same for any of the patents in the Qualifying Patent Assertion.
3. Feedback and Improvements
Polycom welcomes feedback to and suggested improvements to the Siren Codecs, the Siren Codecs Source Code Library, or the Related Documentation. Feedback and suggested improvements may be sent by e-mail to firstname.lastname@example.org.
Please note that by providing such feedback or suggested improvements to Polycom, You acknowledge and agree that Polycom and any Polycom Affiliate may use such feedback and/or suggested improvements in connection with the Siren Codecs without obligation of any kind to You, including by incorporating Your feedback or suggested improvements into future versions of the Siren Codecs, the Siren Codecs Source Code Library or Related Documentation and granting sublicenses. Your submission of feedback constitutes Your agreement that Polycom may incorporate any feedback You provide into the Siren Codecs and the Siren Codecs Source Code Library or Related Documentation (including any updates), and that You are licensing Polycom and its Affiliates such feedback on the same terms on which Polycom is making the Siren Codecs Source Code Library and Related Documentation available to You.
Title to, ownership of, and all applicable rights in and to Licensed Patents, Licensed Technology, and Licensed Copyrights, including Polycom’s updates, revisions and enhancements, whether or not such revisions, updates or enhancements are provided to You, shall not transfer to You or any end user, and shall remain in Polycom or its licensors. The use by You of any of these property rights is authorized only for the purposes set forth herein, and upon termination of this Agreement for any reason, such authorization shall cease.
5. No Warranties, No Liability.
5.1 DISCLAIMER OF WARRANTY: THE SIREN7/SIREN14/G.719 TECHNOLOGY AND MATERIAL PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS." POLYCOM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SIREN7/SIREN14/G.719 TECHNOLOGY, SOFTWARE OR ANY INFORMATION PROVIDED HEREUNDER. POLYCOM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5.2 You assume the entire risk of using the Siren7/Siren14/G.719 Technology and related materials.
5.3 Nothing contained in this Agreement shall be construed as a warranty or representation that the manufacture, sale, lease, use or other disposition of Licensed Products will be free from infringement of patents, trademarks, copyrights or other rights of third parties or that the You will be able to manufacture Licensed Products based upon the materials transferred hereunder from Polycom. You assume the risk of defects or inaccuracies in the Siren7/Siren14/G.719 Technology or other materials licensed hereunder.
5.5 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE UNDER THIS AGREEMENT.
6. Maintenance and Support.
POLYCOM HAS ABSOLUTELY NO OBLIGATION TO PROVIDE SUPPORT UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SIREN7/SIREN14/G.719 TECHNOLOGY. YOU OR YOUR AGENTS SHALL PROVIDE ALL SUPPORT FOR YOUR USE OF THE MATERIALS LICENSED HEREUNDER AND YOUR LICENSED PRODUCTS.
7. Limitation of Liability.
IN NO EVENT SHALL POLYCOM BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF POLYCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, AND WITHOUT LIMITATION, POLYCOM SHALL HAVE NO LIABILITY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE, WHICH MIGHT ARISE OUT OF THE YOUR USE OF THE LICENSED PATENTS, LICENSED COPYRIGHTS OR LICENSED TECHNOLOGY.
8. Export and Compliance with Laws.
You understand and acknowledge that Polycom is subject to regulation by agencies of the U.S. Government which prohibit export or diversion of certain products and software to certain countries and certain organizations and individuals. You warrant that it will comply with the Export Administration and other United States laws and regulations in effect from time to time with respect, but without limitation, to Licensed Patents, Software and Licensed Products.
9. Force Majeure.
In no event shall either party be deemed in default of any of its obligations hereunder nor liable for any delay or failure in its performance which results from contingencies beyond its reasonable control including, without limitation, fire, explosion, flood, strike, war, civil disturbances, acts of God or acts in compliance with any law or government regulation.
10. Relationship of the Parties and Indemnification.
10.1 The parties agree that each is an independent contractor with respect to this Agreement and each other. You shall in no way represent yourself nor permit any party acting on its behalf to represent itself as a partner, franchisee, joint venture, agent, employee or representative of Polycom. You further acknowledge that neither You nor any party acting on your behalf shall have any right, power or authority, express or implied, to obligate Polycom in any way.
10.2 You shall indemnify and hold Polycom harmless from any claim, damage, expense or loss to persons or property, including reasonable attorney’s fees, arising out of this Agreement (other than from Polycom’s breach or negligence) or any acts of commission or omission by You or any party acting on your behalf in relation to Licensed Patents, Licensed Technology or Licensed Copyrights licensed by Polycom hereunder, or the use or distribution of Licensed Products or any other product or service not provided by Polycom, including, but not limited to Your failure to comply with Your obligations under this Agreement.
11. Term, Termination and Default.
This Agreement is perpetual and may only be terminated by the written consent of both parties.
YOU HEREBY WARRANT AND REPRESENT THAT YOU WHO ENTERS INTO THIS AGREEMENT BY ACCESSING, DOWNLOADING, USING, OR REVIEWING THE SIREN CODECS HAS BEEN AND IS ON THE DATE OF THIS AGREEMENT DULY AUTHORIZED BY ALL NECESSARY AND APPROPRIATE ACTIONS TO EXECUTE THIS AGREEMENT.
13.1 You shall not assign or transfer, or attempt to assign or transfer, any part or all of this Agreement or any of Your rights or obligations hereunder, without the prior written consent of Polycom.
13.2 Either party may elect to continue performance hereunder notwithstanding any breach of this Agreement and such performance shall not constitute a waiver of any of such party's rights hereunder.
13.3 This Agreement is made in San Jose, California, and shall be governed by the laws of California, except that the United Nations Convention of Contracts for International Sale of Goods, 1980, shall not apply to the interpretation of this Agreement with respect to international sales.
13.4 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13.5 THIS AGREEMENT, TOGETHER WITH ANY EXHIBITS EXPRESSLY MADE A PART HEREOF, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
Siren7/Siren14/G.719 Technology Specification
The Siren7/Siren14/G.719 technology is defined as:
- ITU-T Recommendation G.722.1 (Polycom Siren7) and ITU-T Recommendation G.722.1, Annex C (Polycom Siren14), including both the text of the standard and the associated fixed-point C source code software.
- The 16/32-bit fixed-point C source code implementing Siren7/Siren14 as supplied by Polycom.
- The floating-point C source code implementing Siren7/Siren14 as supplied by Polycom.
- Polycom technology as implemented within ITU-T Recommendation G.719, including both the text of the standard and the associated fixed-point C source code software. Please note that for G.719 only, a separate license is also required from Ericsson Corporation