		 AVAYA SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

                            REVISED: May 2024


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 AVAYA SOFTWARE DEVELOPMENT KIT (SDK) (COLLECTIVELY, AS 
REFERENCED HEREIN, YOU, YOUR, OR LICENSEE) AND AVAYA LLC 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 AND YOU SHALL HAVE NO RIGHT TO USE THE 
SDK.
A. SDK License Grant. 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, itslicensors 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
processesfor use with Avaya products, integration ofsuch 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 B.
B. Sample Application Code. 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 A
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
are compatible and/or interoperable with Avaya products and/or integrated therewith, (ii) Licensee may distribute
Licensees application that has been created using this SDK, provided that such distribution is subject to an end user 
pursuant to Licensees current Avaya Global Software License Terms (Licensee EULA) 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 eventshall 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.
Your Licensee EULA must include terms concerning restrictions on use, protection of proprietary rights, disclaimer
of warranties, and limitations of liability. You must ensure that Your End Users using applications, interfaces, valueadded services and/or solutions, workflows or processes that incorporate the API, Client Libraries, Sample Code or 
Permitted Modifications adhere to these terms, and You agree to notify Avaya promptly if You become aware of any 
breach of the terms of Licensee EULA that may impact Avaya. You will take all reasonable precautions to prevent 
unauthorized access to or use of the SDK and notify Avaya promptly of any such unauthorized access or use.
C. 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.
D. Acknowledgment. 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. Shrinkwrap. 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. 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 as stated in this Agreement.
G. Proprietary Notices. Licensee shall not remove any copyright, trademark 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, trademarks or other proprietary notices as incorporated in
the SDK in any associated Documentation or splash screens that display Licensee copyright notices.
H. 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.
I. Copies of SDK. Licensee may copy the SDK only as necessary to exercise its rights hereunder.
J. 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
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
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.
K. License Restrictions. To the extent permissible under applicable law, Licensee agrees not to: (i) publish, sell, 
sublicense, lease, rent, loan, assign, convey or otherwise transfer the SDK; (ii) distribute, disclose or allow use the SDK, 
in any format, through any timesharing service, service bureau, network or by any other means; (iii) distribute or 
otherwise use the Software in the SDK in any manner that causes any portion of the Software that is not already subject 
to an OSS License to become subject to the terms of any OSS License; (iv) link the Source Code for any of the software 
in the SDK with any software licensed under the Affero General Public License (Affero GPL) v.3 or similar licenses;
(v) access information that is solely available to root administrators of the Avaya products, systems, and solutions; (vi) 
develop applications, interfaces, value-added services and/or solutions, workflows or processes that causes adverse 
effects to Avaya and third-party products, services, solutions, such as, but not limited to, poor performance, software 
crashes and cessation of their proper functions; and (vii) develop applications, interfaces, value-added services and/or 
solutions, workflows or processes that blocks or delays emergency calls; (viii) emulate an Avaya SIP endpoint by form
or user interface design confusingly similar as an Avaya product ; (ix) reverse engineer Avaya SIP protocol messages; or
(x) permit or encourage any third party to do any of (i) through (x), inclusive, above.
L. 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 H. 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.
M. 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 Statesshall 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.
N. 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 itslicensors orsuppliers. 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.
O. Independent Development. 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 ofsuch applications, interfaces, value-added services and/or
solutions, workflows or processes.
P. 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.
Q. 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.
R. 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
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
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.
S. Audit. 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.
T. 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.
U. 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 itssuppliers 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.
V. 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 (including other software, 
firmware, hardware), services and networks 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, malicious or other harmful code, black boxes, malware, trapdoors, and other 
mechanisms which could: a) damage, destroy or adversely affect Avaya product, or services and/or end users; b) allow
remote/hidden attacks or accessthrough unauthorized computerized command and control;
c) spy (network sniffers, keyloggers), and d) 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 processesto prevent further
occurrences) as well as provide prompt, reasonable assistance to Avaya to materially reduce the effects of the Time 
Bomb and/or Virus.
W. 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, API Key, or other credentials as provided by Avaya 
for use of the SDK, 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.
X. Third Party Licensed Software. Licensee represents and warrants that Licensee, including any employee, 
contractor, subcontractor, or consultant engaged by Licensee, is to the Licensees knowledge, in compliance and will 
continue to comply with all license obligations for Third Party Licensed Software used in the Licensee application 
created using the SDK including providing to end users all information required by such licenses as may be necessary. 
LICENSEE REPRESENTS AND WARRANTS THAT, TO THE LICENSEES KNOWLEDGE, THE OPEN 
SOURCE LICENSED SOFTWARE EMBEDDED IN OR PROVIDED WITH LICENSEE APPLICATION OR 
SERVICES DOES NOT INCLUDE ANY OPEN SOURCE LICENSED SOFTWARE CONTAINING TERMS 
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
REQUIRING ANY INTELLECTUAL PROPERTY OWNED OR LICENSED BY AVAYA OR END USERS TO BE 
(A) DISCLOSED OR DISTRIBUTED IN SOURCE CODE OR OBJECT CODE FORM; (B) LICENSED FOR THE 
PURPOSE OF MAKING DERIVATIVE WORKS; OR (C) REDISTRIBUTABLE ON TERMS AND CONDITION 
NOT AGREED UPON BY AVAYA OR END USERS.
Subject to any confidentiality obligations, trade secret or other rights or claims of Licensee suppliers, Licensee will
respond to requests from Avaya or end users relating to Third Party Licensed Software associated with Licensee's use 
of Third Party Licensed Software. Licensee will cooperate in good faith by furnishing the relevant information to Avaya
or end users and the requester within two (2) weeks from the time Avaya or end user provided the request to Licensee.
Y. Ownership. 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.
Z. Grant Back License to Avaya. Licensee hereby grants to Avaya an irrevocable, perpetual, non-exclusive, 
sublicensable, royalty-free, fully paid up, worldwide license under any and all of Licensee's Intellectual Property rights 
related to any Permitted Modifications, to (i) use, make, sell, execute, adapt, translate, reproduce, display, perform, 
prepare derivative works based upon, distribute (internally and externally) and sublicense the Permitted Modifications 
and their derivative works, and (ii) sublicense others to do any, some, or all of the foregoing.
AA. 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 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 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 desiressupportservicesfor the SDK, and, provided that Avaya offerssuch support 
services (in its sole discretion), Licensee will be required to enter into an Avaya DevConnect Program Agreement or 
other support agreement with Avaya.
BB. Licensee Obligations. Licensee acknowledges and agreesthat it issolely 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.
CC. 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 1) cease all use of all Confidential Information (including copies thereof) in Licensee's possession, 
custody, or control; 2) stop reproducing or distributing the Confidential Information; and 3) destroy the Confidential 
Information in Licensees possession or under its control, including Confidential Information on its computers, disks,
and other digital storage devices upon termination of this Agreement at any time and for any reason. Upon request,
Licensee will certify in writing its compliance with this Section. 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
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
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.
DD. Press Releases. Any press release or publication regarding this Agreement is subject to prior written approval of 
Avaya.
EE. Disclaimer of 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.
FF. Limitation of Liability. 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. 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. THE DISCLAIMER OF 
CONSEQUENTIAL DAMAGES AND AGGREGATE CAP ON LIABILITY SHALL NOT APPLY TO CLAIMS 
FOR PERSONAL INJURY.
GG. Indemnification. Licensee shall defend, indemnify and hold harmless Avaya, Affiliates and their respective
officers, directors, agents, suppliers, customers and employees Indemnified Parties) from and against all claims, 
demand, suit, actions or proceedings (Claims) and damages, losses, liabilities, costs, expenses, and fees (including 
fees of attorneys and other professionals) (Damages) based upon an allegation pertaining to wrongful use, 
misappropriation, or infringement of a third partys Intellectual Property right 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.
Licensee shall defend, indemnify and hold harmless the Indemnified Parties from and against all Claims and Damages 
arising out of or related to: (i) personal injury (including death); (ii) damage to any person or tangible property caused, 
or alleged to be caused by Licensee or Licensees application created by using the SDK; (iii) the failure by Licensee or 
Licensees application created by using the SDK to comply with the terms of this Agreement or any applicable laws; 
(iv) the breach of any representation, or warranty made by Licensee herein; or (v) Licensees breach of any obligation 
under the Licensee EULA.
HH. Term. 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 II.
II. Termination. Either party shall have the right to terminate the Agreement, upon thirty (30) days written notice to 
the other party. Notwithstanding language to the contrary, Avaya may terminate this Agreement immediately, upon
written notice to Licensee for breach of License Grant, Confidentiality or Compliance with Laws. Avaya may also 
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
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.
JJ. Effect of Termination. Upon termination or earlier termination of this Agreement, Licensee will immediately 
cease a) all uses of the Confidential Information; b) Licensee agrees to destroy all adaptations or copies of the
Confidential Information stored in any tangible medium including any document or work containing or derived (in 
whole or in part) from the Confidential Information, and certify its destruction to Avaya upon termination of this 
License. Licensee will promptly cease use of, distribution and sales of Licensee products that embody any such 
Confidential Information, and destroy all Confidential Information belonging to Avaya as well as any materials that 
embody any such Confidential Information. The provisions that by their nature, are intended to survive termination will 
survive any termination or expiration of the Agreement.
KK. 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.
LL. Compliance with Laws and Import/Export Control. Licensee shall comply with all applicable laws and
regulations, including without limitation those applicable to data privacy, intellectual property, trade secret, and fraud. 
Licensee is advised that the Technical Information is of U.S. origin and subject to the U.S. Export Administration 
Regulations (EAR) and 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 Technical Information 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 Technical Information 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 Technical Information 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.
MM. Miscellaneous. This Agreement and any Dispute, including 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.
In the event of any Dispute, the disputing party shall give the other party written notice of the Dispute. The parties will 
attempt in good faith to resolve each controversy or claim within thirty (30) days, (or other mutually agreed period), 
following the delivery of notice, by referral to designated representatives of the parties authorized to negotiate resolution 
thereof.
Any Dispute that: (i) arose anywhere other than in the United States or is based upon an alleged breach committed 
anywhere other than in the United States; (ii) cannot be settled under the procedures and within the timeframe set forth 
above; and (iii) is not based upon non-payment, will be conclusively resolved by a final and binding arbitration 
proceeding 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, except that if the aggregate claims, cross claims and counterclaims by any one party against the other 
party exceed One Million US Dollars ($1,000,000.00) at the time all such claims 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 (3) 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 
Avaya Software Development Kit License Terms (May 2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
limitations of the Limitation of Liability 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 these Software License Terms. 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 will each bear their 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 will 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 arises in the United States or is based upon an alleged breach committed in the United States and cannot be 
settled as indicated in the second paragraph, 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 in this Section each party consents to the exclusive jurisdiction of those courts, 
including their appellate courts, for the purpose of all actions and proceedings arising out of or relating to this Agreement.
Nothing in this Section will preclude Avaya from seeking monetary damages and remedies from any court of competent 
jurisdiction for monies owing under this Agreement. If Avaya chooses to commence legal action in a court of competent 
jurisdiction for the aforesaid purposes, each party hereby irrevocably (i) waives any objection which it may have to the 
laying of venue of any legal action brought in such courts or that such legal action has been brought in an inconvenient 
forum, and (ii) further waives the right to object with respect to such legal action that any such court does not have 
jurisdiction over such party.
Nothing in this Agreement will be construed to preclude either party from seeking provisional remedies, including 
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. 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. 
Except for actions for non-payment or breach of Avayas proprietary rights, actions on Disputes between the parties must 
be brought in accordance with this Section within 2 years after the cause of action arises.
The parties will cause their Affiliates to comply with the dispute resolution procedures described in this Section.
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. The failure to assert any rights under the 
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 the Agreement in accordance with their terms. If 
Licensee moves any 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 Licensee is solely 
liable for, and agree to pay, any such duty, taxes, levy or other fees.
NN. 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 tousles documents,
y compris tout avis, qui s'y rattachent, soient rdigs en langue anglaise.
OO. This Agreement, its exhibits, schedules 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.
PP. Redistributable Code. The list of SDK client files that can be redistributed, if any, are in the SDK in a
file called Redistributable.txt.
Avaya Software Development Kit License Terms (05/2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
Schedule 1 to Avaya SDK License Agreement 
Third Party Notices
1. CODECS: WITH RESPECT TO ANY CODECS IN THE SDK, YOU ACKNOWLEDGE AND AGREE 
YOU ARE RESPONSIBLE FOR ANY AND ALL RELATED FEES AND/OR ROYALTIES, IF ANY. IT IS YOUR 
RESPONSIBILITY TO CHECK.
THE H.264 (AVC) CODEC IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE 
PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE 
REMUNERATION TO: (I) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD ("AVC 
VIDEO") AND/OR (II) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A 
PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE 
AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL 
INFORMATION FOR THE H.264 (AVC) CODEC MAY BE OBTAINED FROM VIA LICENSING ALLIANCE, 
L.L.C. SEE HTTP://WWW.VIA-LA.COM
Avaya Software Development Kit License Terms (05/2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
EXHIBIT A-Definitions
Defined terms are identified by capitalized letters and have the meaning given in this Exhibit or elsewhere in this 
Agreement. This Exhibit A is incorporated into and part of the Agreement.
 Affiliates means any entity that is directly or indirectly controlling, controlled by, or under common control with 
Avaya LLC 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.
 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.
 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.
 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 the Licensee.
 Commercial Third Party Licensed Software is software developed by a business with the purpose of making
money from the use of that licensed software.
 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.
 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.
 Freeware Licensed Software is software which is made available for use, free of charge and for an unlimited 
time, but is not Open Source Licensed Software.
 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).
 Open Source Software" or "OSS" is as defined by the Open Source Initiative (OSI) 
https://opensource.org/osd and is software licensed under an OSI approved license as set forth at 
https://opensource.org/licenses/alphabetical (or such successor site as designated by OSI).
 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.
 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.
 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), 
Avaya Software Development Kit License Terms (05/2024)
 2016-2024 Avaya LLC All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya LLC and may be registered in certain jurisdictions. All trademarks identified by the  or TM
are registered trademarks, service marks or trademarks, respectively, of Avaya LLC All other trademarks are the property of their respective owners.
audio files (.wav) and extensible markup language (.xml) files.
 Sample Application Code means Software provided for the purposes of demonstrating functionality of an 
Avaya product through the Avaya Software Development Kit.
 Software means data or information constituting one or more computer or apparatus programs,
including Source Code or in machine-readable, compiled object code form.
 Third Party Licensed Software means collectively Open Source Software, Commercial Third Party Licensed 
Software and Freeware Licensed Software. 