                 AVAYA SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

                            REVISED: March 24, 2016

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, 
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 Software, Client 
Libraries, Specification Documents, Software libraries, application programming interfaces (API), Software tools, 
Sample Application Code 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 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.  Permitted Modifications will be considered Derivative Works.
1.6 Documentation includes programmer guides, CDs, manuals, materials, and information appropriate or 
necessary for use in connection with the SDK. Documentation may be provided in machine-readable, electronic or 
hard copy form. 
1.7 Intellectual Property means any and all: (i) rights associated with works of authorship throughout the world, 
including 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" or "OSS" is as defined by the Open Source Initiative (OSI) and is software licensed 
under an OSI approved license as set forth at http://www.opensource.org/docs/osd (or such successor site as 
designated by OSI).
1.9 Permitted Modification(s) means Licensees modifications of the Sample Application 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 human readable or high-level statement version of software written in the source 
language used by programmers and includes one or more programs.  Source Code programs may include one or 
more files, such as user interface markup language (.mxml), action script (.as), precompiled Flash code (.swc), 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), audio files (.wav) and extensible markup language (.xml) files.  
1.12 Sample Application Code means Software provided for the purposes of demonstrating functionality of an 
Avaya product through the Avaya Software Development Kit. 
1.13 Software means data or information constituting one or more computer or apparatus programs, including 
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)) under the Intellectual Property of Avaya and, if applicable, its licensors and suppliers to (i) use the 
SDK 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; 
(ii) 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; (iii) use 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; (iv) modify 
and create Derivative Works of 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; and (v) compile or otherwise prepare for 
distribution the Sample Application Code with Permitted Modifications, into an object code or other machine-
readable program format for distribution and distribute the same subject to the conditions set forth in Section 
2.1B.  
B. The foregoing license to use Sample Application Code is contingent upon the following: (i) Licensee must 
ensure that the modifications made to the Sample Application Code as permitted in clause (iv) of Section 2.1A 
are compatible and/or interoperable with Avaya products and/or integrated therewith, (ii) Licensee may 
distribute the Sample Application Code with Permitted Modifications, provided that such distribution is 
subject to an end user license agreement that is consistent with the terms of this Agreement and, if applicable, 
any other agreement with Avaya (e.g., 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, and (iii) Licensee ensures that each end user who receives Client Libraries or 
Sample Application Code with Permitted Modifications has all necessary licenses for all underlying Avaya 
products associated with such Client Libraries or Sample Application Code.  
C. Except as expressly authorized by this Agreement, and unless otherwise permitted by the applicable law, 
Licensee acknowledges and agrees that the foregoing license does not include any right to distribute, license, 
translate, publish, or display the SDK, Specification Documents or Documentation or any copy or part thereof.  
Licensee represents and warrants that it will not 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 acknowledges and agrees that it is licensed to use the SDK only in connection with Avaya 
products (and if applicable, in connection with services provided by or on behalf of Avaya). 
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, at its cost and expense, to inspect and/or audit (i) by remote polling or other 
reasonable electronic means at any time and (ii) in person during normal business hours and with reasonable 
notice Licensees books, records, and accounts, to determine Licensees compliance with this Agreement.  In 
the event such inspection or audit uncovers non-compliance with this Agreement, then without prejudice to 
Avayas termination rights hereunder, Licensee shall promptly pay Avaya any applicable license fees.  
Licensee agrees to keep a current record of the location of the SDK.
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.  You acknowledge 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 SDK (Third Party Terms). Information identifying 
the copyright holders of the Third Party Components and the Third Party Terms that apply is available in the 
attached Schedule 1 (if any), SDK, Documentation, or on Avayas web site at: http://support.avaya.com/Copyright 
(or such successor site as designated by Avaya).  The open source software license terms provided as Third Party 
Terms are consistent with the license rights granted in this Agreement, and may contain additional rights benefiting 
You, such as modification and distribution of the open source software.  The Third Party Terms shall take 
precedence over this Agreement, solely with respect to the applicable Third Party Components, to the extent that this 
Agreement imposes greater restrictions on You than the applicable Third Party Terms.  Licensee is solely 
responsible for procuring any necessary licenses for Third Party Components, including payment of licensing 
royalties or other amounts to third parties, for the use thereof.
2.5 Copies of SDK.  Licensee may copy the SDK only as necessary to exercise its rights hereunder. 
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 or its licensors or suppliers and, except as expressly set forth herein, no license is 
granted by Avaya or its licensors or suppliers under this Agreement directly, by implication, estoppel or otherwise, 
under any Intellectual Property right of Avaya or its licensors or suppliers. 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 Independent Development.  
2.10.1 Licensee understands and agrees that Avaya, Affiliates, or Avayas licensees or suppliers may acquire, 
license, develop for itself or have others develop for it, and market and/or distribute applications, interfaces, value-
added services and/or solutions, workflows or processes similar to that which Licensee may develop.   Nothing in 
this Agreement shall restrict or limit the rights of Avaya, Affiliates, or Avayas licensees or suppliers to commence 
or continue with the development or distribution of such applications, interfaces, value-added services and/or 
solutions, workflows or processes.
2.10.2 Nonassertion by Licensee.  Licensee agrees not to assert any Intellectual Property related to the SDK or 
applications, interfaces, value-added services and/or solutions, workflows or processes developed using the SDK 
against Avaya, Affiliates, Avayas licensors or suppliers, distributors, customers, or other licensees of the SDK. 
2.11 Feedback and Support.  Licensee agrees to provide any information, comments, problem reports, enhancement 
requests and suggestions regarding the performance of the SDK (collectively, Feedback) via any public or private 
support mechanism, forum or process otherwise indicated by Avaya.  Avaya monitors applicable mechanisms, 
forums, or processes but is under no obligation to implement any of Feedback, or be required to respond to any 
questions asked via the applicable mechanism, forum, or process. Licensee hereby assigns to Avaya all right, title, 
and interest in and to Feedback provided to Avaya.  
2.12 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.
2.13 No Endorsement.  Neither the name Avaya, 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.
2.14 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. 
2.15 No Virus.  Licensee warrants that (i) the applications, interfaces, value-added services and/or solutions, 
workflows or processes Licensee develops using this SDK will not contain any computer program file that includes 
time code limitations, disabling devices, or any other mechanism which will prevent the Avaya product from being 
functional at all times (collectively Time Bombs); and (ii) the applications, interfaces, value-added services and/or 
solutions, workflows or processes Licensee develops using this SDK will be free of computer viruses, black boxes, 
malware, trapdoors, and other mechanisms to allow remote/hidden attacks or access through unauthorized 
computerized command and control, and will not contain any other computer software routines designed to spy, 
monitor traffic (network sniffers, keyloggers), damage or erase such applications, interfaces, value-added services 
and/or solutions, workflows or processes developed using this SDK or data, or any computer files or systems of 
Avaya, Affiliates, and/or end users (collectively Virus). In addition to any other remedies permitted in the 
Agreement, if Licensee breaches its warranties under this Section, Licensee will, at its expense, take remedial action 
to eliminate any Time Bombs and/or Viruses and prevent re-occurrence (including implementing appropriate 
processes to prevent further occurrences) as well as provide prompt, reasonable assistance to Avaya to materially 
reduce the effects of the Time Bomb and/or Virus.
2.16 Disclaimer. Any software security feature is not a guaranty against malicious code, deleterious routines, and 
other techniques and tools employed by computer hackers and other third parties to create security exposures. 
Compromised passwords represent a major security risk. Avaya encourages You to create strong passwords using 
three different character types, change Your password regularly and refrain from using the same password regularly. 
You must treat such information as confidential. You agree to notify Avaya immediately upon becoming aware of 
any unauthorized use or breach of Your user name, password, account, or subscription. You are responsible for 
ensuring that Your networks and systems are adequately secured against unauthorized intrusion or attack and 
regularly back up of Your data and files in accordance with good computing practices.
3. OWNERSHIP. 
3.1 As between Avaya and Licensee, Avaya or its licensors or suppliers shall own and retain all 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, its licensors and its suppliers all of 
its right, title, and interest therein. Avaya or its licensors or suppliers 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, 
sublicensable, 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. 
4.1 No Avaya 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. 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 
an Avaya DevConnect Program Agreement or other support agreement with Avaya. 
4.2 Licensee Obligations. Licensee acknowledges and agrees that it is solely responsible for developing and 
supporting any applications, interfaces, value-added services and/or solutions, workflows or processes developed 
under this Agreement, including but not limited to (i) developing, testing and deploying such applications, 
interfaces, value-added services and/or solutions, workflows or processes; (ii) configuring such applications, 
interfaces, value-added services and/or solutions, workflows or processes to interface and communicate properly 
with Avaya products; and (iii) updating and maintaining such applications, interfaces, value-added services and/or 
solutions, workflows or processes as necessary for continued use with the same or different versions of end user 
and/or third party licensor products, and Avaya products.
5.0 CONFIDENTIALITY. 
5.1 Protection of Confidential Information.  Licensee acknowledges and agrees that the SDK and any other Avaya 
technical information obtained by it under this Agreement (collectively, Confidential Information) is confidential 
information of Avaya.  Licensee shall take all reasonable measures to maintain the confidentiality of the 
Confidential Information. Licensee further agrees at all times to protect and preserve the SDK in strict confidence in 
perpetuity, and shall not use such Confidential Information other than as expressly authorized by Avaya under this 
Agreement, nor shall Licensee disclose any 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 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 
UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, AVAYA MAKES NO 
WARRANTY REGARDING THE RESULTS OF THE USE OF THE SDK AND DOCUMENTATION.  
NEITHER AVAYA NOR ITS SUPPLIERS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE 
SDK OR DOCUMENTATION IS SECURE, SECURITY THREATS AND VULNERABILITIES WILL BE 
DETECTED OR SOFTWARE WILL RENDER AN END USERS OR LICENSEES NETWORK OR 
PARTICULAR NETWORK ELEMENTS SAFE FROM INTRUSIONS AND OTHER SECURITY BREACHES.
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 OR CORRUPTION 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, 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, 
alone or in combination with other software, such as operating systems and codecs, and the, direct or indirect, use, 
distribution or sale of any 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, unless terminated as specified in Section 10.2 or 10.3 below. 
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 Agreement immediately 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, 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 without limitation those applicable to data 
privacy, intellectual property, trade secret, fraud, music performance rights and 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 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, if any, are in the SDK in a file called Redistributable.txt.



Avaya Proprietary and Confidential 
		Rev. March 24, 2016



