Licensing

Synervoz Communications Inc.

5th Floor, 100 University Avenue

Toronto, ON M5J 1V6

licensing@synervoz.com

+1 (437) 562-8482

This license can be found at https://switchboard.audio/licensing/ 

SWITCHBOARD SDK MASTER LICENSE AGREEMENT

Effective Date: October 1, 2026

Last Updated: October 1, 2026

INTRODUCTION

Synervoz Communications Inc. develops and markets the Switchboard SDK. A list of its features is available at: https://docs.switchboard.audio/

The Switchboard SDK is free. There is no license fee and no limit on users, activations, installations or devices, including for commercial, embedded and public-venue use. Paid support and services are optional (see Section 3.1).

This version of the Agreement replaces and supersedes all prior versions (see Section 9.1).

Note that certain aspects of this SDK and/or implementations built with it may be covered by one or more patents including without limitation U.S. Patent Nos. US11150866B2 and US9462115B2 (see also Section 1.1(g), Patent License).

PREAMBLE

Before downloading or using the Switchboard SDK, 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 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 about this Agreement, contact licensing@synervoz.com.

If you are unwilling to agree to the terms of this Agreement, you have no right to use the Switchboard SDK or any Synervoz intellectual property rights (including patents).

Synervoz may update this Agreement by posting a new version at https://switchboard.audio/licensing with a revised date.

Your continued use of any version of the Switchboard SDK after an updated version is posted constitutes your agreement to the updated version, regardless of when or from where you obtained the Switchboard SDK.

Amendments to this Agreement can be discussed by contacting licensing@synervoz.com. This normally requires a commercial relationship. 

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, royalty-free license to install and use copies of the Switchboard SDK to develop, test, deploy and distribute Applications, including commercial applications, embedded and pre-installed software, and installations in public venues, solely in the manner described in the documentation contained in the Switchboard SDK, if any.

(b) Licensee may distribute the runtime components of the Switchboard SDK solely as incorporated into Licensee’s Applications. Except as expressly permitted herein, Licensee may 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, including as a standalone SDK, API or development platform, except as expressly authorized by Synervoz. In no event shall there be an implied license under any Synervoz intellectual property rights. Licensee may copy the Switchboard SDK only as reasonably necessary to exercise the license granted herein and for regular back-up.

(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 except as expressly permitted by Synervoz or identified in the applicable documentation.

(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) Licensee may use the Switchboard SDK with open-source or other third-party software, provided that such use does not subject the Switchboard SDK or any portion thereof to any requirement to disclose source code, permit modification or redistribution, or license the Switchboard SDK under terms other than 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, even though no license fee is charged. 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, Licensee 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 Licensee receives written permission from Synervoz. Licensee acknowledges any or all Switchboard SDKs may require use of a license key and the applicable Switchboard SDK may not work without such license key. Synervoz does not track personally identifiable information ("PII") but does monitor license key usage to detect unauthorized or illegal use of the Switchboard SDK. Synervoz makes no representation that it will be able to detect nor does it covenant to inform Licensee if it discovers misuse of PII.

(g) Patent License. To the extent Synervoz provides an open-source example application or template that implements any of its patents, and Licensee relies on that example application or template in developing its Applications, and Licensee uses the Switchboard SDK in its Application in compliance with this Agreement, Synervoz grants Licensee a limited, worldwide, non-exclusive, non-transferable, royalty-free license under the respective patent claims. No other patent rights are granted, whether by implication, estoppel, or otherwise. This license automatically terminates if Licensee, or any entity controlling, controlled by, or under common control with Licensee, asserts a patent claim against Synervoz, the Switchboard SDK, or any Synervoz customer or user based on their use of the Switchboard SDK.

(h) Third-Party Components and Example Code. The Switchboard SDK and Extensions may include third-party software and services subject to their own licenses and fees, and the Switchboard SDK may include open source software components, as identified in the applicable download package, documentation or Licenses.txt file. Licensee is responsible for complying with those terms, which control over this Agreement for the applicable components, and Synervoz makes no representation or warranty regarding them. Except for components identified as open source, the Switchboard SDK is not open source. Notwithstanding Section 10.1(f), example code, sample apps and templates that Synervoz provides with their own license files are governed by those license files, except that any Switchboard SDK they contain remains subject to this Agreement.

2.1 Open Source. Notwithstanding Section 1.1(d), the Switchboard SDK may be used as a dependency of open-source projects and in public source-code repositories, provided that (i) Synervoz and the Switchboard SDK are identified in the README, and (ii) a copy of this Agreement is included. Distribution of the Switchboard SDK in such projects remains subject to Sections 1.1(b) and 2.2(b). This Section does not permit inclusion in any project licensed under terms described in Section 1.1(e).

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 software development kit, API or development platform made available to third-party developers without written permission from Synervoz, except that community wrappers and plugins (for example, for Flutter or React Native) may incorporate and distribute the Switchboard SDK if each developer using them must accept this Agreement and use its own license key obtained 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) the Switchboard SDK and Applications will not be used for any unlawful, fraudulent, infringing or abusive purpose, and Applications will not contain any virus, malicious code or other functionality designed to damage, disable, degrade or gain unauthorized access to any software, hardware, network, system or data;

(e) Licensee will comply with applicable privacy and data protection laws, including by obtaining any consents required to collect or process audio, voice or location data; and

(f) Licensee is responsible for the design, testing, security, regulatory compliance and operation of its Applications.

2.3 Export Restrictions. The Switchboard SDK will not be exported, imported, used, transferred, or re-exported except in compliance with applicable export, import and sanctions laws and regulations.

3.1 Fees; Support and Services.

(a) No License Fee. No license fee is charged for the Switchboard SDK under this Agreement, regardless of the number of users, activations, installations or devices.

(b) Optional Paid Offerings. Support, engineering services, hosted or cloud services, source-code access, escrow, SLAs, paid Extensions and other offerings are optional and are provided on the scope, pricing and terms stated at purchase or in a separate written agreement. Purchasing them does not change the license granted under Section 1.1.

(c) Support. Unless otherwise agreed in writing, the Switchboard SDK is provided without support. Any support is provided on a best-effort basis without guaranteed response times or outcomes, and support fees are non-refundable.

Support does not include custom software development or implementation services unless expressly agreed in writing by Synervoz. Support does not relieve Licensee of responsibility for testing, validation, or determining the suitability of the Switchboard SDK for any use case or production environment.

Unless otherwise agreed in writing, any technologies, documentation, application programming interfaces, code, or other materials created or provided by Synervoz in connection with such support shall be deemed part of the Switchboard SDK and governed exclusively by this Agreement. Licensee shall have no rights therein except as expressly granted under this Agreement.

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 hereof. 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 Synervoz’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. Except as permitted by this Agreement, 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 Marketing. Synervoz may refer to Licensee by trade name and trademark as a user of the Switchboard SDK in marketing and on its website, unless Licensee opts out by emailing licensing@synervoz.com and providing a reason acceptable to Synervoz.

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 indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data or business opportunity, 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. To the maximum extent permitted by applicable law, Synervoz shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, data, goodwill or business opportunity, arising out of or relating to the Switchboard SDK or this Agreement, regardless of the theory of liability and even if Synervoz has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Synervoz’s total aggregate liability for all claims arising out of or relating to the Switchboard SDK or this Agreement shall not exceed the license fees actually paid by Licensee to Synervoz for the Switchboard SDK during the twelve (12) months preceding the event giving rise to the claim. For clarity, fees paid for professional services, support, hosted services or other products or services are not license fees for purposes of this Section.

6.4 Mandatory Liability. The disclaimers, exclusions and limitations contained in this Agreement apply to the maximum extent permitted by applicable law. To the extent any liability cannot lawfully be excluded or limited, Synervoz’s liability shall be limited to the minimum extent permitted by applicable law.

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 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 described in the Preamble) and shall end upon termination of this Agreement in accordance with the provisions set out herein.

Upon the termination of this Agreement, the license shall immediately terminate and Licensee shall promptly stop all use of the Switchboard SDK and delete all copies. End users may continue to use copies of Applications distributed before termination, unless termination is for Licensee’s breach or is required for legal or security reasons.

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, or suspend or disable access to the Switchboard SDK, with or without notice. 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 prepaid for unused periods (other than support fees, which are non-refundable), 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.

(b) Sections 3 (to the extent any amounts are owed to Synervoz), 4, 5, 6, 7, 8, and 9 hereof shall survive any termination of this Agreement.

(c) Any patent license rights granted herein terminate automatically upon termination of this Agreement, except as needed for end users’ continued use of Applications permitted under Section 8.1.

9.1 Entire Agreement; Amendment. This Agreement is the complete and exclusive statement of the agreement between the parties regarding the Switchboard SDK, which supersedes all prior versions of this Agreement and all prior proposals, understandings and other agreements, oral and written, relating to its subject matter, except that (a) any order form or other agreement entered into with Synervoz continues to govern its subject matter in accordance with its terms, and (b) fees and other obligations under any Commercial License or paid plan under a prior version of this Agreement entered into before October 1, 2026 continue until that arrangement expires or is terminated. None of these arrangements limits the rights granted under Section 1.1. Except for updates posted as described in the Preamble, this Agreement can be modified or amended only upon the mutual written consent of both the parties.

9.2 Governing Law. This Agreement and performance hereunder shall be governed by the laws of 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.

9.3 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.

9.4 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.

9.5 Assignment. The Licensee may not assign or sublicense, 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.

9.6 If Licensee materially breaches the restrictions on use, copying, sublicensing or distribution of the Switchboard SDK or infringes or misappropriates Synervoz’s intellectual property rights, Synervoz may recover its reasonable costs and legal fees incurred in enforcing its rights, to the extent permitted by applicable law.

9.7 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.

9.8 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.

9.9 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) “Application” means any software application, service, system, device or other product developed (or repackaged) by Licensee that incorporates the Switchboard SDK, including embedded, pre-installed and platform software.

(b) “Authorized Users” means: (i) any of Licensee’s employees; or (ii) 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.

(c) “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.

(d) “Extensions” means add-on nodes, modules or integrations for the Switchboard SDK, including those that incorporate third-party software or services.

(e) “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.

(f) “Switchboard SDK” means any version of the Switchboard software development kit and associated runtime developed or made available by Synervoz, including its software, programs, tools, libraries, interfaces, APIs, sample code, templates, documentation, updates, files and related materials, whether provided electronically, through online tools or services, or by any other means. The Switchboard SDK excludes Extensions and the Switchboard Editor unless Synervoz expressly states otherwise in the applicable documentation, website or other materials. Third-party software, services and materials included with or accessible through the Switchboard SDK are subject to Section 1.1(h) and any applicable third-party license terms, unless Synervoz, where it has the right to do so, expressly provides such materials under different license terms.