Licensing
Synervoz Communications Inc.
6 Windermere Drive,
Ingleside, ON, Canada, KOC1M0
licensing@synervoz.com
+1 718 593 4471
This license can be found at https://switchboard.audio/licensing
SWITCHBOARD SDK MASTER LICENSE AGREEMENT
Effective Date: July 1, 2023
INTRODUCTION
Synervoz Communications Inc. develops and markets the Switchboard SDK. A list of its features is available at: https://docs.switchboard.audio/
To make use of the Switchboard SDK, the following license types are available:
1. Free Prototyping License to the Switchboard SDK, the "Prototyping License"
2. Commercial Licenses to the Switchboard SDK, "Commercial Licenses"
3. Example Code License, "Example Code License".
BACKGROUND
The Prototyping License is meant to be used to build and test new applications, or to test new feature ideas for existing applications (collectively, "New Projects"). Commercial Licenses are required when New Projects no longer meet the limitations set out in the Free Prototyping License.
No support or guarantees are included with the Prototyping License. Support, customization, and other requests are offered as part of Synervoz's consulting services business, as well as through our Commercial Licenses.
Commercial Licenses are required when one or more limitations of the Free Prototyping License is exceeded. Commercial Licenses are customized according to the customer's use case and requirements and require you to get in touch. The Prototyping License limitations are designed to allow for experimentation, evaluation, and to help with decision making. The limitations are not designed to allow for use of the Switchboard SDK in commercial products at scale.
Synervoz makes available certain example code and sample apps to illustrate how the Switchboard SDK can be used in different types of projects. Unless otherwise noted, open source license files are provided with these example projects. These are distinct from licenses to the Switchboard SDK, which are governed by this Master License Agreement. If you use any example code or sample apps provided by Synervoz, you need to read these license files as well.
Furthermore, the Switchboard SDK contains extensions to third party SDKs and services that have their own licensing requirements. Synervoz makes no representation as to the licensing requirements for any third party extensions. It is your responsibility to review these requirements yourself.
Developers are free to experiment with the Switchboard SDK and to understand its capabilities and limitations prior to reaching out to Synervoz to discuss a Commercial License. When you've determined that the Switchboard SDK could be a good fit for your project and you are ready to discuss a Commercial License, please contact:
Unauthorized and/or unlicensed usage of the Switchboard SDK or any other Synervoz technologies may result in interruption of service without notice. Synervoz is not required to provide notice of service interruption.
LICENSE DETAILS AND DESCRIPTIONS
Prototyping License
The Prototyping License is a free license to use the Switchboard SDK for experimentation and R&D purposes. It allows for public release and testing, including on the iOS App Store or Google Play Store, however, it is limited as follows:
Limited to a maximum of 1,000 app-installs as determined by Synervoz's analytics. Synervoz reserves attribution rights including the right to use App Developer's name and logo on its website.
Once an app breaches the 1,000 app-install mark, Synervoz reserves the right to disable usage and the Switchboard SDK may trigger this automatically.
Commercial Licenses
Commercial requirements have licensing fees to be negotiated with Synervoz. You must get in touch via with Synervoz via licensing@synervoz.com if the limitations of the Prototyping License no longer apply.
Example Code License
Synervoz makes available certain example code and sample apps to illustrate how the Switchboard SDK can be used in different types of projects. Unless otherwise noted, license files are provided with these example projects. These are distinct from licenses to the Switchboard SDK, which are governed by this Master License Agreement. If you use any example code or sample apps provided by Synervoz, you need to read these license files as well.
If you are using one of our example apps that contains the Switchboard SDK, you are also bound to this SWITCHBOARD SDK MASTER LICENSE AGREEMENT.
WHAT IF I HAVE MORE THAN ONE APPLICATION?
You must have a license for each Application (as defined below), regardless of how you subdivide or commercialize your technology. Each distributed application must have its own license.
PREAMBLE
Before downloading or using the Switchboard SDKs, you are required to read, understand and agree to these terms. (Capitalized terms not immediately defined are located in Section 10 below.)
This SWITCHBOARD SDK MASTER LICENSE AGREEMENT (this "Agreement") is a legal agreement between you individually if you are agreeing to it in your own capacity, or if you are authorized to acquire the Switchboard SDK on behalf of your company or organization, between the entity for whose benefit you act ("You" or "Licensee") and Synervoz Communications Inc. ("Synervoz").
By clicking on the appropriate button below, or by downloading, installing, activating or using the Switchboard SDK, you are agreeing to be bound by the terms of this Agreement. If you have any questions or concerns about the terms of this Agreement, please contact us at
If you decide you are unwilling to agree to the terms of this Agreement, you have no right to use the Switchboard SDK and furthermore acknowledge you have no expectation of uninterrupted ongoing service and access to any Synervoz technology.
The most current version of the SWITCHBOARD SDK MASTER LICENSE AGREEMENT will be posted at
https://switchboard.audio/licensing
If the Current Version has a more recent effective date than this document, then this document is replaced by the Current Version and by downloading, installing, activating or using the Switchboard SDK in any capacity, you are agreeing to be bound by the Current Version. You may not use an old version of the Switchboard SDK if you have not agreed to the Current Version.
Even if you obtained a copy of an older version of the Switchboard SDK prior to reading these terms, you must agree to the Current Version to continue using the older version of the Switchboard SDK.
STANDARD TERMS AND CONDITIONS
1.1 License Grant.
(a) In accordance with the terms herein, Synervoz grants to Licensee a limited, non-exclusive, non- transferable, non-sublicensable license to install and use a reasonable number of copies of the applicable Switchboard SDK to be used for an Application solely in the manner described in the documentation contained in the Switchboard SDK, if any.
(b) Licensee may distribute Applications provided that, except as expressly permitted herein, Licensee does not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, or furnish to any third party all or any part of, the Switchboard SDK or copies of any part thereof including in conjunction with or as part of Applications. For greater clarity the rights granted hereunder are solely with respect to Licensee's use of the Switchboard SDK and in no event shall there be an implied license under any Synervoz intellectual property rights. Licensee may not copy the Switchboard SDK or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the Switchboard SDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described in the documentation or in the course of making unmodified copies of the Switchboard SDK or documentation as part of the regular back-up of the Switchboard SDK in accordance with standard industry business practices. Notwithstanding the foregoing, if Synervoz has terminated any license granted to Licensee for the Switchboard SDK, no right to use the Switchboard SDK is granted to Licensee hereunder.
(c) To the extent that Distributable Source Code is provided as part of the Switchboard SDK, Licensee may use, modify and compile the Distributable Source Code solely for the purposes of developing Licensee's Applications. Notwithstanding the foregoing, Licensee may not modify any header files included in the Switchboard SDK.
(d) Licensee must require users of Licensee's Applications, in the license terms applicable to Licensee's Applications, to agree not to Reverse Engineer Licensee's Applications (including the Switchboard SDK), except to the extent that Licensee is expressly precluded by law from imposing such restriction.
(e) Notwithstanding anything contained herein to the contrary, Licensee may not combine, distribute, or otherwise use the Switchboard SDK with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Switchboard SDK be governed under any terms other than those of this Agreement.
(f) Synervoz requires use of a license key for use of the Switchboard SDK, which use shall be determined by Synervoz in its sole discretion. Licensee agrees to download and validate such license key in order to use the Switchboard SDK and provide accurate and complete information as requested by Synervoz. In the event a license key is required for the Switchboard SDK, you may not continue to use the Switchboard SDK even if it is a prior version (including a version that did not require a license key) unless you receive written permissions from Synervoz. You acknowledge any or all Switchboard SDKs may require use of a licensee key and the applicable Switchboard SDK may not work without such license key. Synervoz does not track personally identifiable information ("PII") but does monitor usage for unauthorized or illegal usage. Synervoz makes no representation that it will be able to detect nor does it covenant to inform you if it discovers misuse of PII.
2.1 Open Source. The Switchboard SDK may be embedded into open-source, source-code and/or source-code repo, provided such use in compliance with the terms of this Agreement.
(a) Licensee acknowledges that if the Switchboard SDK is used in this manner, the following limitations apply: (i) Synervoz and its Switchboard SDK must be mentioned in the README, and (ii) a copy of this Agreement must be included.
2.2 Use. Licensee is responsible for all activities with respect to the Switchboard SDK undertaken by Licensee and Licensee's Authorized Users and will ensure that:
(a) the Switchboard SDK and Application(s) will be used in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by Synervoz;
(b) the Switchboard SDK (or components thereof) will not be sublicensed or incorporated into any other platform or SDK or API or embedded device, without written permission and license from Synervoz;
(c) Licensee has the right and authority to enter into this Agreement, either on Licensee's own behalf or on behalf of a company or other entity, and Licensee, if an individual, is over the age of majority;
(d) Licensee and Licensee's Authorized Users will not knowingly develop or distribute Applications or make any products, services or content available through Licensee's Applications, the use of which in isolation or with any other software, system, network, or data would contain functionality that could be used for inappropriate or improper purposes or interfere with the proper operation of, degrade, cause damage to or adversely affect any software, hardware, services, system, network or data used by any person including Synervoz, or otherwise have a detrimental effect upon Synervoz, or any of its customers or products or services, and Licensee will immediately cease any such activity;
(e) Licensee and Licensee's Authorized Users will not use the Switchboard SDK to develop any Applications or make any products, services or content, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts and without limiting the foregoing, Applications will not contain or link to any content, or perform any function, that is illegal (e.g. against any criminal, civil or statutory law or regulation), any libel or defamation, obscene, objectionable, harassing, hateful, profane, indecent, offensive, breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party (including, without limitation, unlawfully circumventing any digital rights management protections);
(f) Applications and any products, services or content made available through Licensee's Applications will not contain any: (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, code, or program that is likely to or is intended to: (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data;
(g) Licensee will not develop or distribute any Application or make available any products, services or content available through any Application that infringes any Synervoz, affiliate or third party copyrights, trademarks, industrial design rights, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights;
(h) Applications that offer or are used in conjunction with location based services or functionality will obtain consent before Licensee collects, transmits, processes, displays, discloses, maintains, or uses location data in any manner whatsoever, and notwithstanding the generality of the foregoing Licensee shall comply with applicable privacy and data protection legislation in respect of such information; and
(i) Licensee will ensure that the Applications and all development work directly or indirectly related to the Switchboard SDK shall be performed and provided in a professional and highly competent manner, to the best and full limit of Licensee's (and its Authorized User's) abilities and in accordance with the highest standards in the Licensee's industry.
2.3 Export Restrictions. Licensee acknowledges that the Switchboard SDK may include software that may be subject to export, import, and/or use controls by governmental authorities by way of law or regulation. Licensee agrees that the Switchboard SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other government authorities with authority over the country(ies) and/or territory(ies) from which the Switchboard SDK is being exported or to which the Switchboard SDK is being imported. Notwithstanding any agreement with a third-party or any provision of law, regulation or policy, if Licensee is any agency of the government of the United States of America, then Licensee's rights in respect of the Switchboard SDK shall not exceed the rights provided under this Agreement, unless expressly agreed upon by Synervoz in a separate written agreement.
3.1 Compensation.
(a) Available Licenses; Marketing and Fees; Press Release.
(i) Prototyping License Requirements: There is no fee for the use of the Switchboard SDK, if and only if, Licensee's use of the Switchboard SDK is in a Software Application that has fewer than 1,000 app-installs.
For the purpose of determining the amount of installs of any Application, the aggregate number of installs across target operating systems/platforms shall be used.
For example, if "Your App" has 1,000 app installs on iOS and 2,000 app installs on Android, then Your App shall have 3,000 app installs for purposes of this Agreement.
Synervoz may cancel or modify the Prototyping License for the Switchboard SDK set forth in this section at any time with or without notice.
However, the Switchboard SDK is not open-source and the Licensee is still subject to all of the terms as set forth on the first page of this Agreement. Furthermore, Synervoz may make qualification determinations of the Prototyping License requirements in its sole discretion.
(ii) Commercial Licenses: If Licensee is using the Switchboard SDK in an application or combination of applications with more than 1,000 app-installs (including all versions of the Software Application) or otherwise does not qualify for the Prototyping License pursuant to Section 3.1(a)(i) above, prior to use of the Switchboard SDK the Licensee must purchase a Commercial License from Synervoz by contacting:
A Commercial License needs to be agreed and paid prior to being valid.
Licensee acknowledges that distribution of an Application or other technology using the Switchboard SDK with more than 1,000 app installs without a fully paid up Commercial License renders any licenses granted by Synervoz hereunder void and invalid. Licensee acknowledges it has no expectation of uninterrupted ongoing service and access to Synervoz technology (including without limitation the Switchboard SDK) if such licenses granted by Synervoz hereunder are void and invalid, with or without notice, due to Licensee's failure to comply with the terms of this Agreement.
(iii) Example Code License: Synervoz makes available certain example code and sample apps to illustrate how the Switchboard SDK can be used in different types of projects. Unless otherwise noted, license files are provided with these example projects. These are distinct from licenses to the Switchboard SDK, which are governed by this Master License Agreement. If you use any example code or sample apps provided by Synervoz, you need to read these license files as well.
If you are using one of our example apps that contains the Switchboard SDK, you are also bound to this SWITCHBOARD SDK MASTER LICENSE AGREEMENT.
(b) Attribution. Licensee will comply with Section 5.2 to the exclusive approval of Synervoz. Synervoz may use Licensee's and/or its Application's name and logo for external marketing, such as on its website and press releases.
4.1 Intellectual Property.
(a) This Agreement does not transfer or assign to Licensee, any intellectual property right including any patent, design, industrial design, trademark, service mark, copyright or rights in any confidential information or trade secrets, in or related to the Switchboard SDK or any part thereof. The Switchboard SDK and all copies thereof remain the property of Synervoz and are only licensed under this Agreement. Licensee acknowledges that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to Licensee hereunder, shall remain with Synervoz. Licensee agrees that nothing in this Agreement shall adversely affect any rights and recourse to remedies, including without limitation, injunctive relief that Synervoz may have under any applicable laws relating to the protection of Synevoz's intellectual property or other rights.
(b) Any feedback or suggestions provided to Synervoz by Licensee relating to the Switchboard SDK, shall be owned by Synervoz and Licensee hereby assigns to Synervoz all such feedback and suggestions.
5.1 Confidentiality. Other than as incorporated in the Applications' documentation, Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Switchboard SDK or copies thereof to others. Licensee shall use reasonable efforts to secure and protect the Switchboard SDK, documentation and copies thereof and to take appropriate action by instruction or agreement with its Authorized Users.
5.2 Synervoz Attribution for Use of Switchboard SDK with Prototyping License. To maintain continued service of the Switchboard SDK under a Prototyping License, Licensee agrees to place the following notices in the credits for any Software Application.
[Software Application] uses the Switchboard SDK by Synervoz (Synervoz.com)
5.3 Marketing. Licensee agrees that Synervoz may refer to Licensee by trade name and trademark, and may briefly describe Licensee's use of the Switchboard SDK in marketing and on its website.
6.1 Warranty. Except as expressly set forth in this agreement, the Switchboard SDK is provided "As Is" without warranty of any kind. Except to the extent required by applicable law, Synervoz disclaims all warranties, whether express, implied or statutory, regarding the Switchboard SDK, including without limitation any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, and non-infringement of third-party rights. Further, Synervoz disclaims any warranty that Licensee's use of the Switchboard SDK will be uninterrupted or error free.
6.2 Exclusion of Liability. In no event shall Synervoz be liable for any damages whatsoever directly or indirectly arising out of or related to this agreement or in connection with the transactions contemplated by this agreement or any products, services or content made available through Licensee's applications, whether or not such damages could reasonably be foreseen or their likelihood has been disclosed to Synervoz. In no event shall any officer, director, employee, agent, supplier, independent contractor, or any merchants of record of Synervoz or any Synervoz affiliate have any liability arising from or related to this agreement.
6.3 Limitation of Liability. In no event shall Synervoz be liable for any damages that exceed, in the aggregate for all claims arising from or related to this Agreement, the sum of any amounts Licensee has paid Synervoz for the Switchboard SDK from which such claim arose.
6.4 Exceptions. Some jurisdictions do not allow limitations or exclusions of certain types of damages and/or warranties and conditions. The limitations, exclusions and disclaimers set forth in this Agreement shall not apply if and only if and to the extent that the laws of a competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers.
7.1 Indemnification by Licensee. Licensee shall indemnify, hold harmless, and if requested by Synervoz, defend Synervoz, Synervoz's affiliates, agents and their respective successors, assigns, directors, officers, employees and independent contractors (each a "Synervoz Indemnified Party") from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) incurred directly or indirectly by a Synervoz Indemnified Party as a result of Licensee's or Licensee's Authorized Users' breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action ("Claim"): (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by: (a) Licensee's Application(s) or the use thereof, or the combination of Licensee's Application(s) with the Switchboard SDK or any other portion thereof with any hardware, software, or system, or service; or (b) otherwise related to or arising from Licensee or Licensee's Authorized Users' use of the Switchboard SDK (except for any third party claim based solely on Synervoz technology included in the Switchboard SDK) or any use or distribution of Licensee's Applications (including Licensee's development of Applications).
8.1 Term. This Agreement shall be effective upon Licensee's agreement to be bound by the terms of this Agreement, (as manifested by the conduct described in the first paragraph above) and shall end upon termination of this Agreement in accordance with the provisions set out herein, or in the case of a Commercial License, upon the end of the agreed-to license term for such Commercial License, as applicable.
Upon the termination of this Agreement, or applicable license term,the license shall immediately terminate and Licensee shall promptly stop all use of the Switchboard SDK and delete all such copies.
8.2 Termination. Licensee may terminate this Agreement at will and without notice for any reason whatsoever.
(a) If Licensee or any Authorized User breaches any provision of this Agreement, Synervoz may terminate this Agreement and the license granted hereunder. Licensee will be deemed to be in breach of this Agreement if: (1) Licensee fails to comply with or perform a term or condition herein; or (2) Licensee or any Authorized User interferes with Synervoz's customer service or business operations; or (3) Licensee materially breaches any other agreement that Licensee may have with Synervoz. Synervoz may terminate at any time for convenience, and shall provide a pro rata refund for amounts paid for unused periods, and only in this circumstance. No remedy herein conferred upon Synervoz is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative. In the event of the termination of this Agreement pursuant to this Section 8.2 for cause, Licensee shall pay to Synervoz all attorney fees, collection fees, and related expenses, expended or incurred by Synervoz in the enforcement of any right or privilege hereunder.
(b) Section 3 (to the extent any amounts are owed to Synevoz), 4, 5, 6, 7, 8, and 9 hereof shall survive any termination of this Agreement.
9.1 Amendment/Modification. This Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement can be modified or amended upon the mutual written consent of both the parties.
9.2 Non-Circumvention. The parties of this Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain fees, remunerations, or considerations to the benefit of any of the parties of this Agreement, while excluding equal or agreed to benefits to any of the other parties.
9.3 Governing Law. This Agreement and performance hereunder shall be governed by the laws of the the province of Ontario, Canada. The parties agree that any litigation arising out of or related to this Agreement must be brought in a court located in Ontario, Canada, as the exclusive and mandatory venue and jurisdiction for any litigation arising out of or related to this Agreement.
9.4 Class Action Waiver. Licensee agrees not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Switchboard SDK or this Agreement.
9.5 Severability. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.
9.6 Assignment. The Licensee may not assign or sub- license, without the prior written consent of Synervoz, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Synervoz may assign this agreement without the prior written consent of Licensee.
9.7 Attorneys Fees. In the event of dispute between the parties hereto regarding this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees incurred in connection with the dispute in addition to any other relief to which it may be entitled.
9.8 Waiver. The waiver or failure of Synervoz to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
9.9 Relationship of Parties. The parties are not employees, agents, partners or joint venturers of each other. Neither party shall have the right to enter into any agreement on behalf of the other.
9.10 Headings and Titles. The headings and titles of this Agreement are for convenience only and are not intended to define, limit or construe the contents of the various sections.
10.1 Defined Terms.
(a) "API" means an application programming interface.
(b) "Application" means either an Embedded/Pre- bundled/Pre-Installed/Platform Application or a Software Application.
(c) "Authorized Users" means: (i) any of Licensee's employees; or (b) any consultants, independent contractors and any other persons Licensee authorizes to use or to whom Licensee otherwise makes available the Switchboard SDK, in each case to use on Licensee's behalf to develop Applications.
(d) "Distributable Source Code" means certain application templates, code stubs, code snippets, example applications, sample code and code fragments in source code form either included as part of the Switchboard SDK or otherwise provided to Licensee.
(e) "Embedded Application" means any software application or system that may permanently reside in an industrial or consumer device or any other type of technical equipment (e.g., wearable/hardware companies and OEMs), developed (or repackaged) by Licensee and which incorporates the Synervoz SDK. For the use of this license, Embedded Application also means "Pre-Bundled" or "Pre-Installed" or "Platform" software applications.
(f) "Reverse Engineer" includes, without limitation, any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.
(g) "Software Application" means a software application that consumers can install on their personal device (e.g., through an app store or via download), developed (or repackaged) by Licensee and which incorporates the Switchboard SDK.
(h) "SDK" means any programming package (including any APIs, programming tools or documentation) that enables the development of applications for any type of platform, framework or system.
(i) "Switchboard SDK" means any version of an SDK developed by Synervoz, including all respective software (including programs, tools, sample code, templates, libraries, and interfaces), updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium (including on- line tools), provided to Licensee at any time, either by way of downloading from Synervoz or otherwise provided to Licensee, for any development purposes (unless such materials are provided pursuant to a separate license agreement for such materials by Synervoz and/or its affiliates).