Developer Solutions

IMPORTANT – PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY.  THIS IS A LEGALLY BINDING AGREEMENT.  AFTER YOU READ THIS LICENSE AGREEMENT, YOU WILL BE ASKED WHETHER YOU ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT.  DO NOT CLICK  “I HAVE READ AND AGREE” UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY; AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS LEGALLY BINDING AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY.

Important – Read carefully: This object code evaluation software license agreement (“Agreement”) is a legal agreement between you (either an individual or entity) and RADVISION Ltd. (“RADVISION”).  The “Licensed Materials” subject to this Agreement include the software programs (in whole or in part) that accompany this Agreement and which you access “on-line” and/or electronic documentation (in whole or in part) associated and provided with these programs, as well as any updates or upgrades to such software programs and documentation, if any, provided to you at RADVISION’s sole discretion. By installing, copying or otherwise using the Licensed Materials you agree to abide by the provisions set forth herein.  This Agreement is displayed for you to read prior to using the Licensed Materials.   If you choose not to accept or agree with these provisions, do not download or install the Licensed Materials.
 

  • Licensed Materials License Grant and Use Restrictions.  

    a. License Grant

    i.   Limited Object Code Evaluation License.  Subject to the terms of this Agreement, RADVISION hereby grants to you a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable, fully paid-up, royalty-free, license only to display internally and use internally the Licensed Materials for evaluation purposes only and solely on a single computer.

    ii.  Contractors.  The licenses granted hereunder shall include your on-site and off-site independent contractors, while such independent contractors are performing work for or providing services to you, provided that such independent contractors have executed agreements with you containing applicable terms and conditions consistent with the terms and conditions set forth in this Agreement and provided further that such contractors may provide work product to only you under such agreements. You shall be responsible for any breach of this Agreement by any such independent contractors of yours as if you yourself have made such breach.

    b. NO OTHER LICENSE.  Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as a license to any intellectual property rights of RADVISION other than those rights embodied in the Licensed Materials provided to you by RADVISION.  EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER RADVISION INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, THIS AGREEMENT DOES NOT CONVEY ANY LICENSE TO USE THE LICENSED MATERIALS IN PRODUCTION, OR TO DISTRIBUTE THE LICENSED MATERIALS TO ANY THIRD PARTY.  YOU ARE REQUIRED TO EXECUTE A SEPARATE LICENSE AGREEMENT WITH RADVISION BEFORE MANUFACTURING OR DISTRIBUTING THE LICENSED MATERIALS, OR ANY PRODUCTS THAT CONTAIN THE LICENSED MATERIALS.

    You hereby acknowledge and agree that (i) any use by you of the Licensed Materials in production, or any other distribution of the Licensed Materials is a material breach of this Agreement, (ii) any such unauthorized use or distribution will be at your sole risk, and (iii) notwithstanding any such unauthorized use or distribution, the terms of this Agreement other than the License Grant (Section 1(a)) shall continue to apply.  No such unauthorized use or distribution shall impose any liability on RADVISION, or any of its licensors, whether implied, by estoppel, through course of dealing, or otherwise. You hereby agree to indemnify RADVISION, its affiliates and licensors against any and all claims, losses, and damages based on your use or distribution of the Licensed Materials in breach of this Agreement.

    c. Restrictions.  You shall not disclose the Licensed Materials to any person other than your employees and contractors whose job performance requires access.   You may use the Licensed Materials for benchmarking internally against competing products under normal conditions, but shall not publish or disclose any benchmarking data to any person other than your employees who have a need to know or to RADVISION pursuant to the reporting obligation set forth in Section 1(d).  You shall not use the Licensed Materials for the purpose of analyzing or proving infringement of any of your patents by either RADVISION or RADVISION’s customers.  Except as expressly provided in this Agreement, you shall not copy, publish, disclose, display, provide, transfer or make available the Licensed Materials to any third party and you shall not sublicense, transfer, or assign the Licensed Materials or your rights under this Agreement to any third party.  You shall not mortgage, pledge or encumber the Licensed Materials in any way. You may use the Licensed Materials with Open Source Software or with software developed using Open Source Software tools, provided you do not incorporate, combine or distribute the Licensed Materials in a manner that subjects the Licensed Materials to any license obligations or any other intellectual property related terms of any license governing such Open Source Software.  "Open Source Software" means any software licensed under terms requiring that (A) other software (“Proprietary Software”) incorporated, combined or distributed with such software or developed using such software: (i) be disclosed or distributed in source code form; or (ii) otherwise be licensed on terms inconsistent with the terms of this Agreement, or (B) require the owner of Proprietary Software to license any of its patents to users of the Open Source Software and/or Proprietary Software incorporated, combined or distributed with such Open Source Software or developed using such Open Source Software.   

    d. Reports.  At RADVISION’s request, you will complete and send to RADVISION, one (1) written evaluation report concerning the performance of the Licensed Materials, including failure logs, status reports, and error reports, as well as any and all benchmarking results relating to the comparison of the Licensed Materials with competitive products.  Such report will also discuss your evaluation of the strengths and weaknesses of the Licensed Materials and any recommended improvements.  Reports shall be sent to: RADVISION Ltd., Technology Business Unit, 24 Raoul Wallenberg St., Tel-Aviv 69719, Israel.

    e. Term and Termination.  The term of this Agreement shall begin on the date you accept and agree to the terms and conditions of this Agreement and shall terminate thirty (30) days thereafter.  You may terminate this Agreement at any time by written notice to RADVISION.  Without prejudice to any other rights, if you fail to comply with the terms of this Agreement, RADVISION may terminate your right to use the Licensed Materials upon written notice to you.  Upon termination of this Agreement, you will destroy any and all copies of the Licensed Materials in your possession, custody or control and provide to RADVISION a written statement signed by your authorized representative certifying such destruction.  Except for Section 1(a), all provisions of this Agreement shall survive.
  • Licensed Materials Ownership.  The Licensed Materials are licensed, not sold to you, and can only be used in accordance with the terms of this Agreement.  Subject to the licenses granted to you pursuant to this Agreement, RADVISION and RADVISION’s licensors own and shall continue to own all right, title, and interest in and to the Licensed Materials, including all copies thereof.  You agree that all fixes, modifications and improvements to the Licensed Materials conceived of or made by RADVISION that are based, either in whole or in part, on your feedback, suggestions or recommendations are the exclusive property of RADVISION and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Materials will vest solely in RADVISION.    Moreover, you acknowledge and agree that when your independently developed software or hardware components are combined, in whole or in part, with the Licensed Materials, your right to use the combined work that includes the Licensed Materials remains subject to the terms and conditions of this Agreement.
  • Open Source. Notwithstanding anything to the contrary in this Agreement, certain portions of the Licensed Materials are not licensed under the terms of this Agreement, but are instead licensed under the terms of the GNU Lesser General Public License Version 3 (“LGPL” and “Open Source Components”, respectively). Your use of the Open Source Components is subject to the terms of the LGPL. The terms of the LGPL can be found at http://www.gnu.org/licenses/lgpl.html.
  • Intellectual Property Rights.  

    a. The Licensed Materials contain copyrighted material, trade secrets and other proprietary information of RADVISION and its licensors and are protected by copyright laws, international copyright treaties, and trade secret laws, as well as other intellectual property laws.  To protect RADVISION’s and its licensors’ rights in the Licensed Materials, you agree, except as specifically permitted by statute by a provision that cannot be waived by contract, not to “unlock”, decompile, reverse engineer, disassemble or otherwise translate to a human-perceivable form any portions of the Licensed Materials provided to you in object code format only, nor permit any person or entity to do so.  You shall not remove, alter, cover, or obscure any confidentiality, trade secret, trade mark, patent, copyright or other proprietary notice or other identifying marks or designs from any component of the Licensed Materials and you shall reproduce and include in all copies of the Licensed Materials the copyright notice(s) and proprietary legend(s) of RADVISION and its licensors as they appear in the Licensed Materials.  RADVISION reserves all rights not specifically granted under this Agreement.

    b. Certain Licensed Materials may be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own patents, copyrights, and other intellectual property rights that cover implementation of those standards.  You acknowledge and agree that this Agreement does not convey a license to any such third party patents, copyrights, and other intellectual property rights and that you are solely responsible for any patent, copyright, or other intellectual property right claim that relates to your use of the Licensed Materials or your use of your products that include or incorporate the Licensed Materials.  Moreover, you acknowledge that you are responsible for any fees or royalties that may be payable to any third party based on such third party’s interests in the Licensed Materials or any intellectual property rights that cover implementation of any industry recognized standard, any software program published by any industry recognized standards bodies or any other proprietary technology

  • Audit Right.  At RADVISION’s request, and within thirty (30) days after receiving written notice, you shall permit an independent auditor selected by RADVISION to have access, no more than twice each calendar year (unless the immediately preceding audit revealed a discrepancy) and during your regular business hours, to all of your equipment, records, and documents as may contain information bearing upon the use of the Licensed Materials.  You shall keep full, complete, clear and accurate records with respect to your use of the Licensed Materials for a period beginning with the then current calendar year and going back three (3) years.  
  • Confidential Information.  You acknowledge and agree that the Licensed Materials contain trade secrets and other confidential information of RADVISION and its licensors. You agree to use the Licensed Materials solely within the scope of the licenses set forth herein, to maintain the Licensed Materials, in strict confidence, to use at least the same procedures and degree of care that you use to prevent disclosure of your own  confidential information of like importance but in no instance less than reasonable care, and to prevent disclosure of the Licensed Materials to any third party, except as may be necessary and required in connection with your rights and obligations hereunder.  You agree to obtain executed confidentiality agreements with your employees and contractors having access to the Licensed Materials, and to diligently take steps to enforce such agreements in this respect.  RADVISION agrees that industry standard employment agreements used in the normal course of your business shall satisfy the requirements of this section. RADVISION may disclose your contact information to RADVISION’s licensors.
  • Warranties and Limitations.  THE LICENSED MATERIALS ARE PROVIDED “AS IS”.    FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING OR INCORPORATING THE LICENSED MATERIALS IN OR WITH ANY PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.

    RADVISION AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS.  YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS.

    IN NO EVENT SHALL RADVISION, OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, REGARDLESS OF WHETHER RADVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS.  IN NO EVENT WILL RADVISION’S AND RADVISION’S LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS, EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS (US$500) OR THE FEES PAID TO RADVISION BY YOU FOR THE LICENSED MATERIALS UNDER THIS AGREEMENT. 

    Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts, the above limitations or exclusions may not apply to you.

  • Indemnification Disclaimer.  YOU ACKNOWLEDGE AND AGREE THAT RADVISION AND ITS APPLICABLE LICENSORS SHALL NOT BE LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR USE OF THE LICENSED MATERIALS, OR YOUR USE OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED MATERIALS.
  • No Technical Support.  RADVISION and its licensors are under no obligation to install, maintain or support the Licensed Materials. 
  • Notices.  All notices to RADVISION hereunder shall be delivered to RADVISION Ltd., 24 Raoul Wallenberg St., Tel-Aviv, Israel, Attention: Legal Department. All notices shall be deemed served when received by RADVISION.
  • Export Control.  You hereby acknowledge that the Licensed Materials are subject to export control under the U.S. Commerce Department’s Export Administration Regulations (“EAR”).  You further hereby acknowledge and agree that unless prior authorization is obtained from the U.S. Commerce Department, neither you nor your customers will export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the EAR), received from RADVISION, or export, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export, or release of the technology, software, or software source code, or direct product is prohibited by the EAR.  You agree that none of the Licensed Materials may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan and Syria or any other country the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List.  You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you will not use or transfer the Licensed Materials thereof for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license, or for a military end-use in, or by any military entity of Albania, Armenia, Azerbaijan, Belarus, Cambodia, China, Georgia, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and Vietnam. Any software export classification made by RADVISION shall be for RADVISION’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such software or whether an export license or other documentation is required for the exportation of such software.
  • Governing Law and Severability.  This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, without reference to conflict of laws principles.  If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of the Agreement shall continue in full force and effect.  This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by the Uniform Computer Information Transactions Act (UCITA). The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the courts located in the State of New York.  Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and either party may seek injunctive relief in any United States or foreign court.
  • Waiver. Failure by RADVISION to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision in this Agreement or any other agreement that may be in place between the parties.
  • PRC Provisions.  If you are located in the People’s Republic of China (“PRC”) or if the Licensed Materials will be sent to the PRC, the following provisions shall apply and shall supersede any other provisions in this Agreement concerning the same subject matter:  

    a. Registration Requirements.  You shall be solely responsible for performing all acts and obtaining all approvals that may be required in connection with this Agreement by the government of the PRC, including but not limited to registering pursuant to, and otherwise complying with, the PRC Measures on the Administration of Software Products, Management Regulations on Technology Import-Export, and Technology Import and Export Contract Registration Management Rules.  Upon receipt of such approvals from the government authorities, you shall forward evidence of all such approvals to RADVISION for its records.  In the event that you fail to obtain any such approval or registration, you shall be solely responsible for any and all losses, damages or costs resulting therefrom, and shall indemnify RADVISION for all such losses, damages or costs.

    b. Governing Language.  This Agreement is written and executed in the English language. If a translation of this Agreement is required for any purpose, including but not limited to registration of the Agreement pursuant to any governmental laws, regulations or rules, you shall be solely responsible for creating such translation.  Any translation of this Agreement into a language other than English is intended solely in order to comply with such laws or for reference purposes, and the English language version shall be authoritative and controlling.
  • Entire Agreement.  This is the entire Agreement between you and RADVISION and this Agreement supersedes any prior agreement between the parties related to the subject matter of this Agreement.    Notwithstanding the foregoing, any signed and effective software license agreement relating to the subject matter hereof and stating expressly that such agreement shall control regardless of any subsequent click-wrap, shrink-wrap or web-wrap, shall supersede the terms of this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of RADVISION.  You hereby warrant and represent that you have obtained all authorizations and other applicable consents required empowering you to enter into this Agreement.  
2012 RADVISION Ltd. All rights reserved.