PureVoIP SIP GSM Gateway Software License Agreement This License Agreement defines the terms and conditions under which you (the Licensee) are permitted by PureVoIP.com (the Licensor) to use the SIP GSM Gateway Software.1. DEFINITIONS
1.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive license to use the Software as set forth in this Agreement. The term "license" as used in this Agreement shall mean and include:2. LICENSE GRANT
2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive license to use the Software as set forth in this Agreement. The term "license" as used in this Agreement shall mean and include:3. RESTRICTIONS
3.1 In accepting the license granted by Licensor, Licensee agrees that it shall not
3.1.1 Permit its end-users to redistribute the Redistributable Software;
3.1.2 Attempt to disassemble or reverse-engineer software included with the Software.
3.1.3 Pass the license key, which you have received from PureVoIP, to any user.4. TERM OF AGREEMENT
4.1 The term of this Agreement shall commence at the time Licensee receives the Software and shall continue in effect indefinitely unless terminated as specified in Termination of Agreement, below.5. TERMINATION OF AGREEMENT
5.1 The Licensee may terminate this Agreement at any time by destroying all copies of Software. In the event of a material default by the Licensee or the Licensee's agent or representative, of any provision of this Agreement, the Licensor may terminate this Agreement upon thirty (30) days written notice, except that the Licensee shall have thirty (30) days of receipt of notice of termination. Upon termination of the Agreement, the Licensee shall either destroy all licensed copies of Software, and all backups, or return them to Licensor. This obligation shall survive the termination of this Agreement.6. COPYRIGHT AND PROPRIETARY INFORMATION
6.1 Licensee acknowledges that Software and all supporting documentation constitute valuable property of Licensor and that all title and ownership rights in the Software and related materials remain exclusively with Licensor.
6.2 Except as otherwise provided in this Agreement, Licensee shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the Software or supporting documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination of this Agreement.7. INDEMNIFICATION
7.1 Licensee shall indemnify and defend against any and all claims, including claims by third parties or employees of Licensee, which arise directly or indirectly out of Licensee's use or operation of the Software or Redistributable Software.
7.2 The Licensor shall indemnify and hold the Licensee harmless from loss, damage, or liability for direct infringement of any United States, Canadian, or European Union member state patent or copyright with respect to the Software or Redistributable Software, provided that the Software or Redistributable Software have not been modified and provided the Licensor is promptly notified by the Licensee in writing of any infringement and is permitted to defend, compromise or settle such suit or claim, and provided the Licensee gives to the Licensor such available information, assistance and authority as the Licensor deems necessary to the defense of such suit or claim. Should the use of the Software or Redistributable Software be enjoined, or in the event that the Licensor desires to minimize its liabilities hereunder, the Licensor shall have the right, at its sole option and expense to:
7.2.1 Modify the Software or Redistributable Software so that it becomes non-infringing; or,
7.2.2 Refund to the Licensee the purchase price paid, if any, by the Licensee for the Software.