Welcome to Polycom CMA 5000/Welcome to Polycom CMA 4000

END USER LICENSE AGREEMENT FOR POLYCOM® REALPRESENCE® COLLABORATION SERVER 800S VE AND RealPresence® Collaboration Server (RMX®) 1500, 1800, 2000 & 4000 SOFTWARE PRODUCT

IMPORTANT-READ CAREFULLY BEFORE USING THE SOFTWARE PRODUCT: This End-User License Agreement ("Agreement") is a legal agreement between you and/or any company you represent, “you” and either Polycom (Netherlands) B.V. (if you are located in Europe, Middle East, or Africa), Polycom Asia Pacific PTE Ltd. (if you are located in Asia Pacific), or Polycom, Inc. (if you are located in the rest of the world) (each referred to individually and collectively herein as “POLYCOM”), for the SOFTWARE PRODUCT (including any software updates or upgrades thereto) licensed by POLYCOM or its suppliers. The SOFTWARE PRODUCT includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). Unless otherwise agreed in writing by POLYCOM, by accepting these terms or by installing, downloading, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be and will be bound by the terms of this Agreement as a condition of your license. If you do not agree to the terms of this Agreement, your use is prohibited and you may not install or use the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed (not sold) to you, and its use is subject to the terms of this Agreement. This is NOT a sale contract.

1. Grant of License

Subject to the terms of this Agreement, POLYCOM grants to you a non-exclusive, non-transferable (except as set forth herein), revocable license to install and use for personal or internal purposes the number and type of SOFTWARE PRODUCT licenses purchased by You, through a purchase order to either POLYCOM or to a Polycom Reseller authorized to resell Polycom products, and authorized by POLYCOM solely on the POLYCOM product with which this SOFTWARE PRODUCT is supplied or, if this SOFTWARE PRODUCT is delivered as software only, on a device (including but not limited to minimum hardware or software requirements) as outlined in the SOFTWARE PRODUCT supporting documentation (“DEVICE”). You may use the SOFTWARE PRODUCT pursuant to the license grant above and subject to the following terms and the proprietary notices in the SOFTWARE PRODUCT or on the media upon which the SOFTWARE PRODUCT is provided. You are not permitted to lease, rent, distribute, assign, sell or sublicense the SOFTWARE PRODUCT, in whole or in part, or to use the SOFTWARE PRODUCT in a time-sharing, subscription service, hosting or outsourcing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the SOFTWARE PRODUCT (source code). Except as expressly provided below, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the SOFTWARE PRODUCT. You are solely responsible for use of the SOFTWARE PRODUCT by your agents, contractors, outsourcers, customers and suppliers and their compliance with this Agreement.

2. Other Rights and Limitations

2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, modify or disassemble the SOFTWARE PRODUCT or otherwise reduce the SOFTWARE PRODUCT to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by a third party license or applicable laws. The foregoing includes but is not limited to review of data structures or similar materials produced by SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one DEVICE. You may not use the SOFTWARE PRODUCT for any illegal purpose or conduct.

2.2 Back-up. Except as expressly provided for under this Agreement you may not copy the SOFTWARE PRODUCT; except, however, you may keep one copy of the SOFTWARE PRODUCT and, if applicable, one copy of any previous version, for back-up purposes, only to be used in the event of failure of the original. All copies of the SOFTWARE PRODUCT must be marked with the proprietary notices provided on the original SOFTWARE PRODUCT. You may not reproduce the supporting documentation accompanying the SOFTWARE PRODUCT.

2.3 No Modifications. You may not modify, translate or create derivative works of the SOFTWARE PRODUCT.

2.4 Proprietary Notices. You may not remove or obscure any proprietary notices, identification, label or trademarks on or in the SOFTWARE PRODUCT or the supporting documentation.

2.5 Software Transfer. You may permanently transfer all of your rights under this Agreement solely in connection with transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE PRODUCT (including the media and printed materials, any upgrades or updates, and this Agreement), and the recipient agrees to the terms of this Agreement. If the SOFTWARE PRODUCT is an upgrade or update, any transfer must include all prior versions of the SOFTWARE PRODUCT. However, if the SOFTWARE PRODUCT is marked "Not for Resale" or "NFR", you may not resell it or otherwise transfer it for value.

2.6 Copyright. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, programs and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by POLYCOM or its suppliers. Title, ownership rights, and intellectual property rights in the SOFTWARE PRODUCT shall remain in POLYCOM or its suppliers. Title and related rights in the content accessed through the SOFTWARE PRODUCT is the property of such content owner and may be protected by applicable law. This Agreement gives you no rights in such content.

2.7 Confidentiality. The SOFTWARE PRODUCT contains valuable proprietary information and trade secrets of POLYCOM and its suppliers that remain the property of POLYCOM. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the SOFTWARE PRODUCT.

With respect to technical information you provide to POLYCOM as part of your use of SOFTWARE PRODUCT or SUPPORT SERVICES, POLYCOM may use such information for its business purposes, including for product support and development. POLYCOM will not utilize such technical information in a form that personally identifies you.

2.8 Dual-Media Software. You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your DEVICE. You may not use or install the other medium on another DEVICE.

2.9 Reservation of Rights. POLYCOM and its suppliers reserve all rights in the SOFTWARE PRODUCT not expressly granted to you in this Agreement.

2.10 Additional Obligations. You are responsible for all equipment and any third party fees (such as carrier charges, internet fees, or provider or airtime charges) necessary to access the SOFTWARE PRODUCT.

2.11 Installation. You acknowledge that installation of the SOFTWARE PRODUCT and, as applicable, use of additional software features may involve a license key that may restrict installation of the SOFTWARE PRODUCT to the SOFTWARE PRODUCT licensed. POLYCOM may also embed algorithms in the SOFTWARE PRODUCT that periodically compare the SOFTWARE PRODUCT licenses enabled against the SOFTWARE PRODUCT licensed. You further acknowledge that the SOFTWARE PRODUCT requires activation on initial installation of the SOFTWARE PRODUCT and future events including, but not limited to, updates and changes to your hardware on which the SOFTWARE PRODUCT is installed. You acknowledge that the license key and internal controls in the SOFTWARE PRODUCT may not restrict usage to the licensed amounts and do not ensure compliance with this Agreement.

3. Support Services

POLYCOM may provide you with support services related to the SOFTWARE PRODUCT ("SUPPORT SERVICES"). Unless otherwise agreed in writing by POLYCOM, Use of SUPPORT SERVICES and any supplemental software code provided to you as part of the SUPPORT SERVICES is governed by the terms and conditions of POLYCOM's Worldwide Service Program for End User Customers and the applicable Service Description.

4. Termination

This Agreement will terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. Polycom shall have the right to audit your use of the SOFTWARE PRODUCT in conjunction with this Agreement, and you will provide reasonable assistance for this purpose. In the event of any termination, you must cease use of the SOFTWARE PRODUCT, and destroy all copies of the SOFTWARE PRODUCT and all of its component parts. You may terminate this Agreement at any time by destroying the SOFTWARE PRODUCT and all of its component parts. Termination of this Agreement shall not prevent POLYCOM or its suppliers from claiming any further damages. If you do not comply with any of the above restrictions, this license will terminate and you will be liable to POLYCOM and its suppliers for damages or losses caused by your non-compliance. The waiver by POLYCOM of a specific breach or default shall not constitute the waiver of any subsequent breach or default.

5. Upgrades

If the SOFTWARE PRODUCT is labeled as an upgrade or update, you must be properly licensed to use the software identified by POLYCOM as being eligible for the upgrade or update in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade or update replaces and/or supplements the software that formed the basis for your eligibility for the upgrade or update. You may use the resulting upgraded/updated SOFTWARE PRODUCT only in accordance with the terms of this Agreement. If the SOFTWARE PRODUCT is an upgrade or update of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single SOFTWARE PRODUCT package and may not be separated for use on more than one DEVICE. You shall maintain the SOFTWARE PRODUCT replaced by the upgrade or update solely for use as an archival copy for recovery purposes.

6. Warranty and Warranty Exclusions

6.1 Limited Warranty. Except as otherwise set forth in a Third Party License or in third party license terms set forth below, POLYCOM warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of shipment by POLYCOM or the SOFTWARE PRODUCT is initially downloaded by You, as applicable, and (b) any SUPPORT SERVICES provided by POLYCOM shall be substantially as described in applicable written materials provided to you by POLYCOM. This warranty is valid only for the original purchaser. POLYCOM DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE PRODUCT WILL BE CORRECTED. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCT. IF THE SOFTWARE PRODUCT DOES NOT OPERATE AS WARRANTED ABOVE, POLYCOM'S SOLE OBLIGATION UNDER THIS EXPRESS WARRANTY SHALL BE, AT POLYCOM'S OPTION AND EXPENSE, TO REPAIR OR REPLACE THE DEFECTIVE SOFTWARE, OR IF NEITHER OF THE TWO FOREGOING OPTIONS IS REASONABLY AVAILABLE, POLYCOM MAY, IN ITS SOLE DISCRETION REFUND TO YOU THE PURCHASE PRICE PAID FOR THE DEFECTIVE PRODUCT. Any replacement SOFTWARE PRODUCT will substantially conform to the accompanying documentation and be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

6.2 Warranties Exclusive. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. POLYCOM NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE SOFTWARE PRODUCT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POLYCOM OR THROUGH OR FROM THE SOFTWARE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

NEITHER POLYCOM NOR ITS SUPPLIERS SHALL BE LIABLE UNDER THIS WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSE THAT THE ALLEGED DEFECT OR MALFUNCTION IN THE SOFTWARE PRODUCT DOES NOT EXIST OR WAS CAUSED BY YOUR OR ANY THIRD PARTY'S MISUSE, NEGLECT, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO MODIFY THE SOFTWARE PRODUCT, OR ANY OTHER CAUSE BEYOND THE RANGE OF THE INTENDED USE, OR BY ACCIDENT, FIRE, LIGHTNING, POWER CUTS OR OUTAGES, OTHER HAZARDS, OR ACTS OF GOD.

7. Limitation of Liability

YOUR USE OF THE SOFTWARE PRODUCT IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POLYCOM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF POLYCOM OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POLYCOM’S SUPPLIERS BE LIABLE FOR ANY DIRECT DAMAGES WHATSOEVER ARISING OUT OF THE USE OR THE INABILITY TO USE THE SOFTWARE PRODUCT. IN ANY CASE, POLYCOM'S ENTIRE LIABILITY SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $1.00. NOTWITHSTANDING THE TERMS OF THIS SECTION 7, IF YOU HAVE ENTERED INTO A POLYCOM SUPPORT SERVICES AGREEMENT, POLYCOM'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.

8. Indemnity

You agree to indemnify and hold harmless POLYCOM and its subsidiaries, affiliates, officers, agents, co-branders, customers, suppliers or other partners, and employees, from any loss, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the SOFTWARE PRODUCT, your connection to the SOFTWARE PRODUCT, or your violation of the Terms.

9. Disclaimers

9.1 Local Laws. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for death or personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety due to local law, they will be limited to the duration of the applicable warranty.

9.2 Quality. Polycom cannot guarantee that the SOFTWARE PRODUCT will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the SOFTWARE PRODUCT, and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, the public switched telephone network and your power supply. Polycom takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.

10. Export Controls.

You acknowledge that the SOFTWARE PRODUCT may be subject to export restrictions of various countries. You shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the SOFTWARE PRODUCT, in the United States and in any foreign jurisdiction in which the SOFTWARE PRODUCT is used. Without limiting the foregoing, the SOFTWARE PRODUCT may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; (ii) any end user known, or having reason to be known, will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the SOFTWARE PRODUCT, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. If you obtained this SOFTWARE PRODUCT outside of the United States, you are also agreeing that you will not export or re-export it in violation of the laws of the country in which it was obtained. You further acknowledge that the SOFTWARE PRODUCT may include technical data subject to export and re-export restrictions imposed by US law.

11. Miscellaneous

11.1 Governing Law. This Agreement shall be governed by the laws of the state of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to this Agreement.

11.2 Entire Agreement. This Agreement represents the complete agreement concerning the SOFTWARE PRODUCT and may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

11.3 Contact. If you have any questions concerning this Agreement, or if you desire to contact POLYCOM for any reason, please contact the POLYCOM office serving your country.

11.4 U.S. Government Restricted Rights. The software and documentation provided by Polycom pursuant to this Agreement are “Commercial Items,” as the term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to United States Government end users (1) only as Commercial Items and (2) with only those rights as are granted to all other users pursuant to the terms of this Agreement.

11.5 High Risk Use. The SOFTWARE PRODUCT is not fault-tolerant and is not designed or Intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the SOFTWARE PRODUCT could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Use"). You are not licensed to, and you agree not to, use, distribute or sublicense the use of the SOFTWARE PRODUCT in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. POLYCOM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK USE.

11.6 Third Party Software. The SOFTWARE PRODUCT may be distributed with software governed by licenses from third parties (“Third Party Software” and “Third Party License”). Any Third Party Software is licensed to you subject to the terms and conditions of the corresponding Third Party License, notwithstanding anything to the contrary in this Agreement. More information on Third Party Licenses included in the SOFTWARE PRODUCT can be found in the documentation for each SOFTWARE PRODUCT. Polycom makes no representation or warranty concerning Third Party Software and shall have no obligation or liability with respect to Third Party Software. If the Third Party Licenses include licenses that provide for the availability of source code and the corresponding source code is not included with the SOFTWARE PRODUCT, then check the documentation supplied with each SOFTWARE PRODUCT to learn how to obtain such source code.

11.7 Translations. This Agreement may have been translated into various languages for the convenience of POLYCOM’s customers. While the translation is correct to the best of POLYCOM’s knowledge, POLYCOM is not responsible or liable in the event of an inaccuracy. English is the controlling language of this Agreement, and any translation has been prepared for you as a courtesy only. In the event of a conflict between the English-language version of this Agreement and a version that has been translated into another language, the English-language version of this Agreement shall control.

BY INSTALLING, COPYING, OR OTHERWISE USING THIS SOFTWARE PRODUCT YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE.

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