AVAYA SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
REVISED: March 2015

READ THIS CAREFULLY BEFORE ELECTRONICALLY ACCESSING OR USING THIS PROPRIETARY 
PRODUCT!

THIS IS A LEGAL AGREEMENT (AGREEMENT) BETWEEN YOU, INDIVIDUALLY, AND/OR THE 
LEGAL ENTITY FOR WHOM YOU ARE OPENING, INSTALLING, DOWNLOADING, COPYING OR 
OTHERWISE USING THE SDK (COLLECTIVELY, AS REFERENCED HEREIN, YOU, YOUR, OR 
LICENSEE) AND AVAYA INC. OR ANY AVAYA AFFILIATE (COLLECTIVELY, AVAYA). IF YOU 
ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF A LEGAL 
ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT 
ON BEHALF OF AND BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.  BY OPENING THE MEDIA 
CONTAINER, BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE AVAYA 
SOFTWARE DEVELOPMENT KIT (SDK) OR AUTHORIZING OTHERS TO DO SO, YOU SIGNIFY THAT 
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT 
HAVE SUCH AUTHORITY OR DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, 
YOU MUST RETURN OR DELETE THE SDK WITHIN TEN (10) DAYS OF DELIVERY FOR A REFUND OF 
THE LICENSE FEE, IF ANY, YOU PAID FOR THE LICENSE, MINUS THE SHIPPING AND HANDLING 
COSTS YOU MAY HAVE INCURRED, OR IF THE SDK IS ACCESSED ELECTRONICALLY, SELECT THE 
"DECLINE" BUTTON AT THE END OF THE TERMS OF THIS AGREEMENT OR THE EQUIVALENT 
OPTION.

1.0 DEFINITIONS. 

1.1 Affiliates means any entity that is directly or indirectly controlling, controlled by, or under common control 
with Avaya Inc.  For purposes of this definition, control means the power to direct the management and policies of 
such party, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the 
terms controlling and controlled have meanings correlative to the foregoing.

1.2 Avaya Software Development Kit or SDK means Avaya technology, which may include object code, Client 
Libraries, Specification Documents, Software libraries, application programming interfaces (API), Software tools, 
Sample Application Code, published specifications and Documentation. 

1.3 Client Libraries mean any enabler code specifically designated as such and included in a SDK. Client 
Libraries may also be referred to as DLLs, and represent elements of the SDK required at runtime to communicate 
with Avaya products or other SDK elements. 

1.4 Change In Control shall be deemed to have occurred if any person, entity or group comes to own or control, 
directly or indirectly, beneficially or of  record, voting securities (or any other form of controlling interest) which 
represent more than fifty percent (50%) of the total voting power of or to Licensee.

1.5 Derivative Work(s) means: (a) for copyrightable or copyrighted material, any translation (including translation 
into other computer languages), port, compiling of Source Code into object code, combination with a pre-existing 
work, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment or other form 
in which an existing work may be recast, transformed or adapted or which would otherwise constitute a derivative 
work under the United States Copyright Act; (b) for patentable or patented material, any changes, additions, 
modifications or improvements thereon; and (c) for material which is protected by trade secret, any new material 
derived from such existing trade secret material, including new material which may be protected by copyright, 
patent and/or trade secret.  Permitted Modifications will be considered Derivative Works.

1.6 Documentation includes, but is not limited to programmer guides, CDs, manuals, materials, and information 
appropriate or necessary for use in connection with the SDK. Documentation may be provided in machine-readable 
or hard copy form. 

1.7 Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship 
throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, (ii) 
trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, algorithms, designs and 
other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature 
throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, 
and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now 
or hereafter in force (including any rights in any of the foregoing).  

1.8 Open Source Software" ("OSS") is as defined by the Open Source Initiative at 
http://www.opensource.org/docs/osd.

1.9 Permitted Modification(s) means Licensees modifications of the Source Code as needed to create 
applications, interfaces, workflows or processes for use with Avaya products.

1.10 Specification Document means any notes or similar instructions in hard copy or machine readable form, 
including any technical, interface and/or interoperability specifications that define the requirements and conditions 
for connection to and/or interoperability with Avaya products, systems and solutions.

1.11 Source Code means the high-level statement version of the Sample Application Code or Software written in 
the source language used by programmers and includes one or more programs.  Source Code programs may include 
one or more files, but is not limited to, java script (.js), hypertext markup language (.html), active server pages 
(.asp), C# or C# .Net source code (.cs), java source code (.java), java server pages (.jsp), java archives (.jar), graphic 
interchange format (.gif), cascading style sheet (.css) and extensible markup language (.xml) files.  Source Code 
files may also be provided in binary object format, may require explicit compilation into binary object format for 
execution, or may be interpreted natively using a separate application execution program or platform.

1.12 Sample Application Code means Source Code and/or executable Software provided for the purposes of 
demonstrating functionality of an Avaya product through the Avaya Software Development Kit. 

1.13 Software means Avayas intangible information constituting one or more computer or apparatus programs, 
including, but not limited to, Avaya software in Source Code or in machine-readable, compiled object code form.

2.0 LICENSE GRANT. 

2.1 SDK License.

A. Provided Licensee pays to Avaya the applicable license fee (if any), Avaya hereby grants Licensee a 
limited, non-exclusive, non-transferable, license (without the right to sublicense, except as set forth in 
2.1B(iii)) to use the SDK (including Sample Application Code) solely for the purpose of Licensee's internal 
development efforts to develop applications, interfaces, value-added services and/or solutions, workflows or 
processes to work in conjunction with Avaya products provided, however, that Licensee shall have no right to 
distribute, license (whether or not through multiple tiers) or otherwise transfer the SDK to any third party or 
incorporate the SDK in any software, product, or technology. Avaya further grants Licensee the right, if the 
Licensee so chooses, to package Client Libraries for redistribution with Licensees complementary 
applications that have been developed using this SDK, subject to the terms and conditions set forth herein. 
Where SDK includes Specification Document(s), Licensee is granted a license to use such Specification 
Documents solely to enable Licensees products, services and application solutions to exchange messages and 
signals with Avaya products, systems and solutions to which the Specification Document(s) apply. Avayas 
support obligations for the SDK, Sample Application Code and any Derivative Works are set forth in Section 
4 of this Agreement.  

B. The foregoing license to use Sample Application Code is contingent upon the following: (i) Licensee may 
use and modify the Sample Application Code, Specification Documents and Documentation solely for internal 
development of applications, interfaces, workflows or processes for use with Avaya products, integration of 
such applications, interfaces, workflows and processes with Avaya products and interoperability testing of the 
foregoing with Avaya products, (ii) Licensee must ensure that the modifications made to the Sample 
Application Code as permitted in clause (i) of this Section 2.1B are compatible and/or interoperable with 
Avaya products and/or integrated therewith, (iii) Licensee may compile or otherwise prepare for distribution 
the Sample Application Code with Permitted Modifications, into an object code or other suitable program 
format for distribution, provided that such sublicense is subject to an end user license agreement that is 
consistent with the terms of this Agreement and, if applicable, the Avaya DevConnect Program Agreement, 
and is equally as protective as Licensees standard software license terms, but in no event shall the standard of 
care be less than a reasonable degree of care.  Under no circumstances shall Licensee enable the use or 
activation of any of Avayas Intellectual Property by an end user, without such end user having acquired the 
additional necessary licenses to Avaya Intellectual Property. Avayas support obligations for the SDK, Sample 
Application Code and any Derivative Works are set forth in Section 4 of this Agreement. 

C. Except as expressly authorized by this Agreement, and unless otherwise permitted by the applicable law, 
Licensee shall not: (i) translate, publish, or display the SDK, Specification Documents or Documentation or 
any copy or part thereof; or (ii) use, modify, or distribute the redistributable Client Libraries in any manner 
that causes any portion of the redistributable Client Libraries that is not already subject to an OSS license to 
become subject to the terms of any OSS license.

D. Licensee agrees that it is licensed to use the SDK only in connection with Avaya products (and if 
applicable, in connection with services provided under the Avaya DevConnect Program Agreement). In the 
event of any conflict between the terms and conditions of this Agreement and the Avaya DevConnect Program 
Agreement (if applicable), the terms and conditions of the Avaya DevConnect Program Agreement shall 
prevail. 

E. With respect to Software that contains elements provided by third party suppliers, Licensee may install and 
use the Software in accordance with the terms and conditions of the applicable license agreements, such as 
shrinkwrap or click-through licenses, accompanying or applicable to the Software.

F. Avaya shall have the right, upon reasonable notice and at its cost and expense, to conduct during normal 
business hours an audit of the appropriate records reflecting Licensees use of the SDK to verify compliance 
with this Agreement. 

2.2 No Standalone Product.  Nothing in this Agreement authorizes or grants Licensee any rights to distribute or 
otherwise make available to a third party the SDK, in whole or in part, or any Derivative Work in source or object 
code format on a standalone basis other than the modifications permitted in Section 2.1B of this Agreement.

2.3 Proprietary Notices.  Licensee shall not remove any copyright, trade mark or other proprietary notices 
incorporated in the copies of the SDK, Sample Application Code and redistributable files in Licensees possession 
or control or any modifications thereto. Redistributions in binary form or other suitable program format for 
distribution, to the extent expressly permitted, must also reproduce Avayas copyright, trade marks or other 
proprietary notices as incorporated in the SDK in any associated Documentation or splash screens that display 
Licensee copyright notices.  

2.4 Third-Party Components.  Certain software programs or portions thereof included in the SDK may contain 
software distributed under third party agreements (Third Party Components), which may contain terms that 
expand or limit rights to use certain portions of the Product (Third Party Terms). Information identifying the 
copyright holders of the Third Party Components and the terms that apply is available in the SDK, Documentation, 
or on Avayas web site at: http://support.avaya.com/Copyright or such successor site as designated by Avaya.

2.5 Copies of SDK.  Licensee may copy the SDK only as necessary to exercise its rights hereunder; provided, 
however that Licensee may also make one (1) copy for back-up purposes and any reproduction of the SDK 
(including derivatives thereof), either in whole or in part, shall include the Avaya copyright notice that was provided 
in the SDK. 

2.6 No Reverse Engineering.  Licensee shall have no rights to any Source Code for any of the software in the SDK, 
except for the explicit rights to use the Source Code as provided to Licensee hereunder. Licensee agrees that it shall 
not cause or permit the disassembly, decompilation or reverse engineering of the Software. Notwithstanding the 
foregoing, if the SDK is rightfully located in a member state of the European Union and Licensee needs information 
about the Software in the SDK in order to achieve interoperability of an independently created software program 
with the Software in the SDK, Licensee will first request such information from Avaya. Avaya may charge Licensee 
a reasonable fee for the provision of such information. If Avaya refuses to make such information available, then 
Licensee may take steps, such as reverse assembly or reverse compilation, to the extent necessary solely in order to 
achieve interoperability of the Software in the SDK with an independently created software program. To the extent 
that the Licensee is expressly permitted by applicable mandatory law to undertake any of the activities listed in this 
section, Licensee will not exercise those rights until Licensee has given Avaya twenty (20) days written notice of its 
intent to exercise any such rights.

2.7 Responsibility for Development Tools.  Licensee acknowledges that effective utilization of the SDK may require 
the use of a development tool, compiler and other software and technology of third parties, which may be 
incorporated in the SDK pursuant to Section 2.4. Licensee is solely responsible for procuring such third party 
software and technology and the necessary licenses, including payment of licensing royalties or other amounts to 
third parties, for the use thereof. 

2.8 U.S Government End Users.  The SDK shall be classified as "commercial computer software" and the 
Documentation is classified as "commercial computer software documentation" or "commercial items," pursuant to 
FAR 12.212 or DFAR 227.7202, as applicable. Any use, modification, reproduction, release, performance, display 
or disclosure of the SDK or Documentation by the Government of the United States shall be governed solely by the 
terms of the Agreement and shall be prohibited except to the extent expressly permitted by the terms of the 
Agreement.

2.9 Limitation of Rights.  No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly 
granted are reserved by Avaya and, except as expressly set forth herein, no license is granted by Avaya under this 
Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or 
other Intellectual Property right of Avaya. Nothing herein shall be deemed to authorize Licensee to use Avaya's 
trademarks or trade names in Licensee's advertising, marketing, promotional, sales or related materials.

2.10 Nonassertion by Licensee.  Licensee agrees not to assert any patent rights related to the SDK or applications 
developed using the SDK against Avaya, Avaya's distributors, Avaya customers, or other licensees of the SDK for 
making, using, selling, offering for sale, or importing any products or technology developed using the SDK. 

2.11 Avaya Independent Development.  Licensee understands and agrees that Avaya or its Affiliates may acquire, 
license, develop for itself or have others develop for it, and market and/or distribute similar software to that which 
Licensee may develop. In absence of a separate written agreement to the contrary, Avaya or its Affiliates will be free 
to use any information Licensee provides, including problem reports or enhancement requests, to Avaya for any 
purpose, subject to any applicable patents or copyrights.

2.12 Feedback and Support.  Licensee agrees to provide any comments and suggestions regarding the performance 
of the SDK (a) if applicable, on the developer forum of the DevConnect Program on www.avaya.com/devconnect; 
or (b) via the process otherwise indicated by Avaya with respect to the SDK.  Avaya agrees to monitor the 
applicable forum but is under no obligation to implement any of the suggestions and/or proposals, or be required to 
respond to any questions asked in the forum. Self-support tools are available via the Avaya DevConnect programs 
portal and requires self registration. Licensee hereby assigns to Avaya all right, title, and interest in and to Feedback 
provided to Avaya.  

2.13 Fees and Taxes.  To the extent that fees are associated with the license of the SDK, Licensee agrees to pay to 
Avaya or pay directly to the applicable government or taxing authority, if requested by Avaya, all taxes and charges, 
including without limitation, penalties and interest, which may be imposed by any federal, state or local 
governmental or taxing authority arising hereunder excluding, however, all taxes computed upon Avayas net 
income. If You move any Software, including the SDK, and as a result of such move, a jurisdiction imposes a duty, 
tax, levy or fee (including withholding taxes, fees, customs or other duties for the import and export of any such 
Software), then You are solely liable for, and agree to pay, any such duty, taxes, levy or other fees.

2.14 No Endorsement.  Neither the name Avaya, its Affiliates nor the names of contributors may be used to endorse 
or promote products derived from the Avaya SDK without specific prior written permission from Avaya.

2.15 High Risk Activities.  The Avaya SDK is not fault-tolerant, and is not designed, manufactured or intended for 
use or resale as on-line control equipment or in hazardous environments requiring failsafe performance, such as in 
the operation of nuclear facilities, aircraft navigation or aircraft communications systems, mass transit, air traffic 
control, medical or direct life support machines, dedicated emergency call handling systems or weapons systems, in 
which the failure of the Avaya SDK could lead directly to death, personal injury, or severe physical or 
environmental damage ("high risk activities"). If Licensee uses the Avaya SDK for high risk activities, Licensee 
does so at Licensees own risk and Licensee assumes all responsibility and liability for such use to the maximum 
extent such limitation or exclusion is permitted by applicable law. Licensee agrees that Avaya and its suppliers will 
not be liable for any claims or damages arising from or related to use of the Avaya SDK for high risk activities to the 
maximum extent such limitation or exclusion is permitted by law. 

3. OWNERSHIP. 

3.1 As between Avaya and Licensee, Avaya or its licensors shall own and retain all proprietary rights, including all 
patent, copyright, trade secret, trademark and other Intellectual Property rights, in and to the SDK and any 
corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby 
irrevocably transfers, conveys and assigns to Avaya all of its right, title, and interest therein. Avaya shall have the 
exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary 
protections with respect thereto. Licensee acknowledges that the license granted under this Agreement does not 
provide Licensee with title or ownership to the SDK, but only a right of limited use under the terms and conditions 
of this Agreement. 

3.2 Grant Back License to Avaya.  Licensee hereby grants to Avaya an irrevocable, perpetual, non-exclusive, sub-
licensable, royalty-free, worldwide license under any and all of Licensee's Intellectual Property rights related to any 
Permitted Modifications, to use, employ, practice, make, have made, sell, and/or otherwise exploit any and all 
Permitted Modifications. 

4.0 SUPPORT. 
Avaya will not provide any support for the SDK provided under this Agreement or for any Derivative Works, 
including, without limitation, modifications to the Source Code or applications built by Licensee using the SDK. 
Notwithstanding the above limitations, Avaya shall have no obligation to provide support for the use of the SDK, or 
Licensee's derivative application, services or solutions which may or may not include redistributable Client Libraries 
or Sample Application Code, to any third party to whom Licensee delivers such derivative applications, services or 
solutions. Avaya further will not provide fixes, patches or repairs for any defects that might exist in the SDK or the 
Sample Application Code provided under this Agreement. In the event that Licensee desires support services for the 
SDK, and, provided that Avaya offers such support services (in its sole discretion), Licensee will be required to 
enter into a Avaya DevConnect Program Agreement or any support agreement with Avaya. Nothing herein shall be 
construed to require Avaya to provide support services or updates, upgrades, bug fixes or modifications to the SDK. 

5.0 CONFIDENTIALITY. 

5.1 Protection of Confidential Information.  Licensee shall take all reasonable measures to maintain the 
confidentiality of the SDK, Specification Documents and other Avaya technical information obtained by it 
(collectively, the Confidential Information), and will not disclose the Confidential Information to any third party. 
Licensee agrees at all times to protect and preserve the SDK in strict confidence and perpetually, and shall not use 
such Confidential Information other than as expressly authorized by Avaya under this Agreement, nor shall Licensee 
disclose any such Confidential Information to third parties without Avaya's written consent. Licensee further agrees 
to immediately return to Avaya all Confidential Information (including copies thereof) in Licensee's possession, 
custody, or control upon termination of this Agreement at any time and for any reason.  The obligations of 
confidentiality shall not apply to information which (a) has entered the public domain except where such entry is the 
result of Licensee's breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in Licensee's 
possession; (c) subsequent to disclosure hereunder is obtained by Licensee on a non-confidential basis from a third 
party who has the right to disclose such information to the Licensee; (d) is required to be disclosed pursuant to a 
court order, so long as Avaya is given adequate notice and the ability to challenge such required disclosure. 

5.2 Press Releases.  Any press release or publication regarding this Agreement is subject to prior review and written 
approval of Avaya. 

6.0 NO WARRANTY.
The SDK and Documentation are provided AS-IS without any warranty whatsoever.  AVAYA SPECIFICALLY 
AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, 
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE, NONINFRINGEMENT AND SATISFACTORY QUALITY. AVAYA DOES NOT WARRANT 
THAT THE SDK AND DOCUMENTATION ARE SUITABLE FOR LICENSEE'S USE, THAT THE SDK OR 
DOCUMENTATION ARE WITHOUT DEFECT OR ERROR THAT OPERATION WILL BE 
UNINTERRUPRED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, AVAYA MAKES NO 
WARRANTY REGARDING THE RESULTS OF THE USE OF THE SDK AND DOCUMENTATION. 

7.0 CONSEQUENTIAL DAMAGES WAIVER.
EXCEPT FOR PERSONAL INJURY CLAIMS AND WILLFUL MISCONDUCT, AVAYA SHALL NOT BE 
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN 
CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SDK, OR 
FOR THE LOSS OF DATA, INFORMATION OF ANY KIND, BUSINESS, PROFITS, OR OTHER 
COMMERCIAL LOSS, HOWEVER CAUSED, AND WHETHER OR NOT AVAYA HAS BEEN ADVISED OF 
THE POSSIBILITY OF SUCH DAMAGE. 

8.0 LIMITATION OF LIABILITY.
EXCEPT FOR PERSONAL INJURY CLAIMS AND WILLFUL MISCONDUCT, IN NO EVENT SHALL 
AVAYA'S TOTAL LIABILITY TO LICENSEE IN CONNECTION WITH, ARISING OUT OF OR RELATING 
TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). THE PARTIES AGREE THAT THE 
LIMITATIONS SPECIFIED IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED 
IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

9.0 INDEMNIFICATION.
Licensee shall indemnify and hold harmless Avaya, its Affiliates and their respective officers, directors, agents, 
suppliers, customers and employees from and against all claims, damages, losses, liabilities, costs, expenses, and 
fees (including fees of attorneys and other professionals) arising from or relating to Licensees use of the SDK with 
other software, such as operating systems and codecs, and the, direct or indirect, distribution or sale of software, 
Derivative Works or other products (including but not limited to applications, interfaces, and application 
programming interfaces) developed utilizing the SDK, including, but not limited to, products liability claims and 
claims of infringement of third party Intellectual Property rights. 

10.0 TERM AND TERMINATION.

10.1 This Agreement will continue through December 31st of the current calendar year. The Agreement will 
automatically renew for one (1) year terms and run concurrently with Licensees membership in the Avaya 
DevConnect Program, if applicable, unless terminated as specified in Section 10.2 or 10.3 below, and, if applicable, 
provided Licensee is a member of the Avaya DevConnect Program in a good-standing as determined by Avaya at its 
sole discretion. 

10.2 Either party shall have the right to terminate the Agreement, upon thirty (30) days written notice to the other 
party. 

10.3 Notwithstanding language to the contrary, Avaya may terminate this Agreement immediately, upon written 
notice to Licensee for breach of Section 2 (License Grant), Section 5 (Confidentiality) or Section 12 (Compliance 
with Laws). Avaya may also terminate this license by giving written notice if a Change In Control should occur or if 
Licensee becomes insolvent, or voluntary or involuntary proceedings by or against Licensee are instituted in 
bankruptcy or under any insolvency law, or a receiver or custodian is appointed for Licensee, or proceedings are 
instituted by or against Licensee for corporate reorganization or the dissolution of Licensee, which proceedings, if 
involuntary, have not been dismissed within thirty (30) days after the date of filing, or Licensee makes an 
assignment for the benefit of its creditors, or substantially all of the assets of Licensee are seized or attached and not 
released within sixty (60) days thereafter, or if Licensee has ceased or threatened to cease to do business in the 
regular course. 

10.4 Upon termination of this Agreement, Licensee will immediately cease using the SDK Development Kit, and 
Licensee agrees to destroy all adaptations or copies of the SDK and Documentation, or return them to Avaya upon 
termination of this License.

10.5 The rights and obligations of the parties contained in Sections 2.3, 2.6, 2.7, 2.10, 2.11, 3, and 5 through 18 shall 
survive any expiration or termination of this Agreement.

11.0 ASSIGNMENT.
Avaya may assign all or any part of its rights and obligations hereunder.  Licensee may not assign this Agreement or 
any interest or rights granted hereunder to any third party without the prior written consent of Avaya.  The term 
"assign" includes, but is not limited to, any transaction in which there is a Change In Control or reorganization of 
Licensee pursuant to a merger, sale of assets or stock. This Agreement shall terminate immediately upon occurrence 
of any prohibited assignment.

12.0 COMPLIANCE WITH LAWS.
Licensee shall comply with all applicable laws and regulations, including those applicable to the export or re-export 
of technology and will not export or re-export the SDK or any other technical information provided under this 
Agreement in any form in violation of the export control laws of the United States of America and of any other 
applicable country. For more information on such export laws and regulations, Licensee may refer to the resources 
provided in the websites maintained by the U.S. Commerce Department, the U.S. State Department and the U.S. 
Office of Foreign Assets Control.

13.0 WAIVER.
The failure to assert any rights under this Agreement, including, but not limited to, the right to terminate in the event 
of breach or default, will not be deemed to constitute a waiver of the right to enforce each and every provision of 
this Agreement in accordance with their terms. 

14.0 SEVERABILITY.
If any provision of this Agreement is determined to be unenforceable or invalid, this Agreement will not be rendered 
unenforceable or invalid as a whole, and the provision will be changed and interpreted so as to best accomplish the 
objectives of the original provision within the limits of applicable law. 

15.0 GOVERNING LAW AND DISPUTE RESOLUTION.
This Agreement and any dispute, claim or controversy arising out of or relating to this Agreement ("Dispute"), 
including without limitation those relating to the formation, interpretation, breach or termination of this Agreement, 
or any issue regarding whether a Dispute is subject to arbitration under this Agreement, will be governed by New 
York State laws, excluding conflict of law principles, and the United Nations Convention on Contracts for the 
International Sale of Goods. 

Any Dispute shall be resolved in accordance with the following provisions. The disputing party shall give the other 
party written notice of the Dispute. The parties will attempt in good faith to resolve each Dispute within thirty (30) 
days, or such other longer period as the parties may mutually agree, following the delivery of such notice, by 
negotiations between designated representatives of the parties who have dispute resolution authority. If a Dispute 
that arose anywhere other than in the United States or is based upon an alleged breach committed anywhere other 
than in the United States cannot be settled under these procedures and within these timeframes, it will be 
conclusively determined upon request of either party by a final and binding arbitration proceeding to be held in 
accordance with the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed 
by the parties or (failing agreement) by an arbitrator appointed by the President of the International Chamber of 
Commerce (from time to time), except that if the aggregate claims, cross claims and counterclaims by any one party 
against any or all other parties exceed One Million US Dollars at the time all claims, including cross claims and 
counterclaims are filed, the proceeding will be held in accordance with the Rules of Arbitration of the International 
Chamber of Commerce by a panel of three arbitrator(s) appointed in accordance with the Rules of Arbitration of the 
International Chamber of Commerce. The arbitration will be conducted in the English language, at a location agreed 
by the parties or (failing agreement) ordered by the arbitrator(s). The arbitrator(s) will have authority only to award 
compensatory damages within the scope of the limitations of this Agreement and will not award punitive or 
exemplary damages. The arbitrator(s) will not have the authority to limit, expand or otherwise modify the terms of 
this Agreement. The ruling by the arbitrator(s) will be final and binding on the parties and may be entered in any 
court having jurisdiction over the parties or any of their assets. The parties will evenly split the cost of the 
arbitrator(s)' fees, but each party will bear its own attorneys' fees and other costs associated with the arbitration. The 
parties, their representatives, other participants and the arbitrator(s) will hold the existence, content and results of the 
arbitration in strict confidence to the fullest extent permitted by law. Any disclosure of the existence, content and 
results of the arbitration shall be as limited and narrowed as required to comply with the applicable law. By way of 
illustration, if the applicable law mandates the disclosure of the monetary amount of an arbitration award only, the 
underlying opinion or rationale for that award may not be disclosed. 

If a Dispute by one party against the other that arose in the United States or is based upon an alleged breach 
committed in the United States cannot be settled under the procedures and within the timeframe set forth above, then 
either party may bring an action or proceeding solely in either the Supreme Court of the State of New York, New 
York County, or the United States District Court for the Southern District of New York. Except as otherwise stated 
above with regard to arbitration of Disputes that arise anywhere other than in the United States or are based upon an 
alleged breach committed anywhere other than in the United States, each party to this Agreement consents to the 
exclusive jurisdiction of those courts, including their appellate courts, for the purpose of all actions and proceedings.
The parties agree that the arbitration provision in this section may be enforced by injunction or other equitable order, 
and no bond or security of any kind will be required with respect to any such injunction or order. Nothing in this 
section will be construed to preclude either party from seeking provisional remedies, including but not limited to 
temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect 
its rights, including its rights pending arbitration, at any time. In addition and notwithstanding the foregoing, Avaya 
shall be entitled to take any necessary legal action at any time, including without limitation seeking immediate 
injunctive relief from a court of competent jurisdiction, in order to protect Avaya's intellectual property and its 
confidential or proprietary information (including but not limited to trade secrets).

16.0 IMPORT/EXPORT CONTROL.
Licensee is advised that the SDK is of U.S. origin and subject to the U.S. Export Administration Regulations 
(EAR). The SDK also may be subject to applicable local country import/export laws and regulations. Diversion 
contrary to U.S. and/or applicable local country law and/or regulation is prohibited. Licensee agrees not to directly 
or indirectly export, re-export, import, download, or transmit the SDK to any country, end user or for any use that is 
contrary to applicable U.S. and/or local country regulation or statute (including but not limited to those countries 
embargoed by the U.S. government). Licensee represents that any governmental agency has not issued sanctions 
against Licensee or otherwise suspended, revoked or denied Licensee's import/export privileges. Licensee agrees not 
to use or transfer the SDK for any use relating to nuclear, chemical or biological weapons, or missile technology, 
unless authorized by the U.S. and/or any applicable local government by regulation or specific written license. 
Additionally, Licensee is advised that the SDK may contain encryption algorithm or source code that may not be 
exported to government or military end users without a license issued by the U.S. Bureau of Industry and Security 
and any other countrys governmental agencies, where applicable.

17.0 AGREEMENT IN ENGLISH.
The parties confirm that it is their wish that the Agreement, as well as all other documents relating hereto, including 
all notices, have been and shall be drawn up in the English language only.  Les parties aux prsentes confirment leur 
volont que cette convention, de mme que tous les documents, y compris tout avis, qui s'y rattachent, soient rdigs 
en langue anglaise.   

18.0 ENTIRE AGREEMENT. 
This Agreement, its exhibits and other agreements or documents referenced herein, constitute the full and complete 
understanding and agreement between the parties and supersede all contemporaneous and prior understandings, 
agreements (excluding the Avaya DevConnect Program Agreement) and representations relating to the subject 
matter hereof.  No modifications, alterations or amendments shall be effective unless in writing signed by both 
parties to this Agreement. 

19. REDISTRIBUTABLE CLIENT FILES.
The list of SDK client files that can be redistributed are in the SDK in a file called Redistributable.txt.

Avaya Proprietary and Confidential v.6 MAR. 2015

