OEM jambonz
Software License Agreement

1. The SOFTWARE.

• a. jambonz. FirstFive8 has created a communications platform that brings your ideas to life and allows you to build unique voice solutions faster and more efficiently for conversational AI providers and CSPs, referred to as "jambonz" jambonz allows you to leverage your existing architecture and tech stack through its self-service portal to plug in your chosen carriers and speech APIs in either a self-hosted structure or on our cloud service. This Agreement governs your use of jambonz and the terms of the license granted to you as a Customer.

• b. License Grant. Subject to Customer’s payment of the Fees and the terms and conditions provided herein, FirstFive8 grants Customer a limited non-exclusive, sublicensable, worldwide license to access and use jambonz during the Term of this Agreement, as an OEM license with unlimited calls for their internal business uses. This license shall automatically terminate upon the termination of this Agreement.

  • i. Sublicensing. Customer may grant sublicenses to jambonz solely to its own clients for the purpose of accessing and using jambonz in accordance with this Agreement. Any sublicenses granted by Customer must be in writing and subject to terms and conditions at least as strict as those in this Agreement to protect the interests of FirstFive8 and its licensors. The sublicense may not be granted to any third parties, including affiliates, contractors, competitors or any other end-users outside of Customer’s client base. The sublicense does not transfer any ownership of jambonz, which remains FirstFive8’s exclusive property. Customer must remain liable for all actions or inactions of its sublicensee’s as if it were its own actions or inactions under this agreement. Any sublicense granted by Customer in violation of this section will result in immediate termination of this Agreement at FirstFive8’s sole discretion.
• c. Installation. Customer may install jambonz in its discretion, on its own self-hosted network, to be operated within Customer’s own infrastructure or tech stack, on Customer’s client’s networks, or Customer may utilize FirstFive8’s cloud services. Customer is responsible for providing the necessary network, hardware, and system environment required to operate jambonz. FirstFive8 will provide instructions regarding configurations and stack integrations, but it is Customer’s responsibility to install and maintain jambonz and to ensure performance optimization. Support shall only be provided if Customer has entered into a support services agreement with FirstFive8.

2. Intellectual Property; Data.

• a. Proprietary Rights. Customer acknowledges and agrees that the jambonz, including all software, formats, screen displays, user interfaces, menu features, components, architecture, and any copies, versions, enhancements, and derivative works thereof, are the intellectual property of FirstFive8 or its licensors, and are protected under U.S. and international copyright, trade secret, and other intellectual property laws. All rights not expressly granted herein are reserved by FirstFive8 or its licensors.
• b. Open Source. FirstFive8 may incorporate or utilize third-party software including open-source software components in jambonz. Such components are licensed under their respective open-source licenses (mainly under the MIT License, a permissive open-source license), which may grant Customer rights beyond those set forth in this Agreement. To the extent required by the applicable open-source license, FirstFive8 will make such license terms available upon request. FirstFive8 does not claim ownership over any open-source software used in connection with jambonz.
• c. Restrictions on Use. Except as otherwise permitted under applicable open-source licenses or this Agreement, Customer shall not, and shall not permit any third party to: (a) copy, reproduce, distribute, or sublicense jambonz; (b) modify, adapt, or create derivative works of the proprietary portions of jambonz; (c) reverse engineer, decompile, or disassemble any portion of jambonz; or (d) attempt to circumvent any technical protection measures, including trying to derive, bypass, or circumvent the license key, activation mechanism, or licensing controls or technical features of jambonz. All permitted copies of the jambonz or outputs shall retain any proprietary rights notices, if any are used.
• d. Exports. Customer shall not export or re-export jambonz in violation of U.S. export control laws.
• e. Data. Customer shall retain all right, title, and interest in and to all data, content, and materials input into or generated through jambonz by or on behalf of Customer, including all personally identifiable information ("PII") and Customer Confidential Information ("Customer Data"). Except as expressly authorized by Customer or as necessary to provide and support jambonz, FirstFive8 shall not access, use, modify, or disclose Customer Data. FirstFive8 may use aggregated and anonymized data derived from Customer Data solely for purposes of improving jambonz and related analytics, provided such data cannot be used to identify Customer or any individual.
• f. Survival; Injunctive Relief. Customer’s obligations under this Section shall survive termination of this Agreement. Customer acknowledges that a breach of its obligations under this Section will cause irreparable harm to FirstFive8 and its licensors, if applicable, for which monetary damages would be inadequate. FirstFive8 and its licensors, if applicable, will be entitled to injunctive relief for any such breaches, whether threatened or actual.

3. CUSTOMER RESPONSIBILITIES

• a. Compliance with Law. Customer shall comply with all applicable laws, rules, and regulations of all jurisdictions in which it accesses and uses jambonz, including, but not limited to, all laws, rules, and regulations regarding using, storing, securing, and transmitting data and third-party rights (including, but not limited to, data privacy and intellectual property rights). The foregoing obligation shall survive termination of this Agreement.
• b. Operations. Customer is responsible for the operational aspects of accessing and using jambonz, including, but not limited to, (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to use jambonz, (b) downloading and installing any necessary plug-ins, patches, code pushes, and the like, (c) determining the accuracy of all data it uploads to and downloads, and (d) adopting reasonable policies, procedures, and quality assurance measures to limit Customer’s exposure with respect to potential losses and damages arising from use, nonuse, errors and omissions of jambonz, and system downtime, including, but not limited to, examining and confirming data prior to use, identifying and correcting errors and omissions, preparing and storing backup data, replacing lost or damaged data or media, reconstructing data, and providing network security.

4. FEES AND PAYMENT

• a. Fees. Customer shall pay FirstFive8 the fees (“Fees”) as specified in the order at the time of purchase. All Fees and expenses are due as incurred, unless otherwise provided by the Parties. Fees are subject to change at any time in FirstFive8’s sole discretion.
• b. Failure to Pay. If Customer fails to pay the Fees in full, FirstFive8 shall have the right to suspend Customer’s access to jambonz without warning in its sole discretion. FirstFive8 additionally may charge interest on past due amounts at a rate of 1.5% per month, calculated daily and compounded monthly, or the highest rate permitted under applicable law. Customer shall reimburse FirstFive8 for all reasonable costs of collection of past due amounts, including, but not limited to, attorney fees and collection agency charges.

5. REPRESENTATIONS AND WARRANTIES

• a. By Customer. Customer represents and warrants that (a) it has the authority to enter into and be bound by this Agreement; (b) it shall comply with this Agreement, and (c) it shall abide by all applicable laws and regulations, including privacy laws.
• b. By FirstFive8. FirstFive8 represents and warrants that: (a) it has the authority to enter into and be bound by this Agreement; (b) jambonz does not infringe the intellectual property rights of any third parties.

As FirstFive8’s sole responsibility and Customer’s exclusive remedy, in the event of any material failure to meet such standards, FirstFive8 shall make all reasonable efforts to correct any such failure.

With respect to jambonz, FirstFive8 warrants to Customer for a period of ninety (90) days after purchase that jambonz will operate substantially in accordance with the specifications as described herein when properly used and installed and unmodified by the Customer.

• a. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, JAMBONZ AND THE RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FIRSTFIVE8 MAKES NO WARRANTY (I) THAT JAMBONZ WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (II) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF JAMBONZ WILL BE ACCURATE OR RELIABLE, OR (III) THAT ANY ERRORS IN JAMBONZ WILL BE CORRECTED. ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF JAMBONZ IS DONE AT CUSTOMER’S DISCRETION AND RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM FIRSTFIVE8 OR THROUGH OR FROM JAMBONZ CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, FIRSTFIVE8 MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. FIRSTFIVE8 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE.

6. INDEMNITIES AND LIABILITIES

• a. Indemnification by Customer. Customer shall indemnify and hold FirstFive8 harmless from and against all claims, liabilities, damages, and expenses, including court costs and reasonable attorney fees, arising out of or in any manner connected with (a) Customer’s use of jambonz, except to the extent arising from FirstFive8’s gross negligence or willful misconduct, and (b) Customer’s material breach of this Agreement.
• b. Indemnification by FirstFive8. FirstFive8 shall indemnify and hold Customer harmless from and against all third-party claims, liabilities, damages, and expenses, including court costs and reasonable attorney fees, arising out of or in any manner connected with FirstFive8’s gross negligence or willful misconduct.

In addition, if Customer receives a claim that the use of jambonz infringes a United States of America patent, copyright, trade secret, or other intellectual property right, and Customer promptly notifies FirstFive8 in writing, FirstFive8 shall, in its discretion, either replace jambonz with a functionally equivalent non-infringing version or modify jambonz to make it non-infringing while preserving its substantial functionality at no additional cost to Customer.

• a. Limitation of Liability. The total liability of FirstFive8 for all claims, whether in contract, tort, or otherwise, arising out of, connected with, or resulting from use or access to jambonz or any other services under this Agreement shall not exceed the amounts actually paid by Customer to FirstFive8 under this Agreement during the twelve (12) months immediately preceding the claim.
• b. Exclusion of Liability. FIRSTFIVE8 SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH JAMBONZ OR BY DELAYS IN OR INTERRUPTIONS OF ACCESS TO JAMBONZ. IN NO EVENT SHALL FIRSTFIVE8, ITS LICENSORS, SUPPLIERS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF FIRSTFIVE8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• c. Survival. The indemnification obligations and the limitations of liability under this Agreement shall survive the termination of this Agreement.

7. CONFIDENTIALITY OBLIGATIONS

• a. Confidential Information. In connection with this Agreement, Confidential Information may be shared between the Parties. “Confidential Information” means all competitively sensitive, secret, or otherwise confidential business, financial, marketing, or technical information, and other confidential information belonging to or in the possession of Discloser (as defined below) disclosed to Recipient (as defined below), whether communicated orally or in writing or obtained by Recipient through observation or examination of Discloser’s facilities, procedures, or activities. Notwithstanding the foregoing, Confidential Information does not include information (a) rightfully known by Recipient at the time of its initial disclosure by Discloser, (b) rightfully disclosed to Recipient without obligation of confidentiality by a third party, (c) in the public domain or that enters the public domain other than by the unauthorized acts of any person, or (d) independently developed by Recipient. “Discloser” means the party disclosing the Confidential Information under this Agreement. “Recipient” means the party receiving the Confidential Information under this Agreement. Each of FirstFive8 and Customer is Discloser with respect to its Confidential Information and Recipient with respect to the other party’s Confidential Information.
• b. Protection. Recipient shall preserve in strictest confidence all of the Confidential Information and shall at all times protect the Confidential Information through the highest commercially reasonable standard of care. Recipient shall take appropriate steps to ensure that persons authorized to have access to the Confidential Information refrain from any unauthorized reproduction or disclosure of the Confidential Information. Recipient shall not copy, transfer, or otherwise disclose to any person the Confidential Information, or any associated materials derived or developed from the Confidential Information, without the express written approval of Discloser, except that Recipient may make one copy of the Confidential Information and create reasonably needed abstracts of the Confidential Information, but only for its internal use in connection with the purposes of this Agreement. Recipient shall include the Confidential Information’s proprietary and confidentiality notices, or, if there is no such notice, shall mark “CONFIDENTIAL”, on all copies and abstracts of the Confidential Information, in whole or in part and in any form, made by Recipient. The Confidential Information, all copies and abstracts made by Recipient, and all associated materials derived or developed from the Confidential Information are and shall remain the sole property of Discloser. Recipient may disclose the Confidential Information when Recipient is required by law to do so, provided Recipient takes all reasonable steps to limit the disclosure of the Confidential Information to the maximum level allowed, and further provided Discloser is given prompt written notice of the required disclosure and a reasonable opportunity to contest the disclosure and obtain a protective order.
• c. Injunctive Relief. Recipient acknowledges that breach of its obligations under this Section will cause irreparable harm to Discloser, its customers, and/or its suppliers for which monetary damages would be inadequate. Discloser, its customers, and/or its suppliers shall be entitled to injunctive relief for any such breaches, threatened or actual, in addition to any other remedies that may be available at law or equity.
• d. Survival. The obligations under this Section shall survive termination of this Agreement, except with respect to non-trade secret confidential information to the extent applicable law mandates survivability for a limited duration, in which case the obligations shall survive for three years following termination of this Agreement.

8. TERM AND TERMINATION

• a. Term. This Agreement shall commence on the Effective Date and shall continue for one (1) year (the "Term") unless otherwise specified by the Parties in writing. The Term shall automatically renew for successive terms of the same length as the initial term, until this Agreement is otherwise terminated.
• b. Termination for Convenience. FirstFive8 may terminate this Agreement in its sole discretion upon thirty (30) days’ prior written notice to the Customer.
• c. Termination for Adverse Status. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party, if the other party ceases to carry on operations as contemplated by this Agreement, makes an assignment for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or becomes subject to any similar action in consequence of debt.
• d. Termination for Default. Failure by either party to comply with any material term or condition of this Agreement shall constitute default. The non-defaulting party shall be entitled to give written notice to the defaulting party requiring it to cure the default. The notice shall include a detailed description of the act or omission that constitutes default. If the defaulting party has not cured the default within thirty (30) days after receipt of the notice or, if the default is not curable within such 30-day period and the defaulting party has not taken commercially reasonable measures within such 30-day period to begin curing the default, the non-defaulting party may terminate this Agreement by giving written notice to take effect upon receipt. The right to terminate this Agreement is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
• e. Additional Right. In addition to the rights set forth above, if Customer fails to pay any fees or charges due under this Agreement, except those disputed in good faith, for ten (10) days, or fails to carry out any other material obligation under this Agreement, FirstFive8 may, at its option, suspend Customer’s access to jambonz, upon ten (10) days’ prior written notice. Unless this Agreement is terminated by FirstFive8, upon Customer curing the default, FirstFive8 shall resume any suspended services.
• f. Effect of Termination. No termination of this Agreement shall release Customer from any obligation to pay FirstFive8 any amount that has accrued or becomes payable at or prior to the date of termination or the end of the initial term, whichever is later. No suspension of access to jambonz shall release Customer from any obligation to pay FirstFive8 any amounts due under this Agreement. Customer shall not be entitled to any refund of any amounts paid to FirstFive8 as a result of a termination based on Customer’s default. Upon termination of this Agreement, Customer’s Data will be deleted and will not be recoverable thereafter. Within ten (10) days after the effective date of any termination, each party shall return or destroy all materials or media containing any of the other party’s Confidential Information, including any information, records, and materials developed on the basis of such Confidential Information.

Within thirty days of the date of termination of this Agreement by either party for any reason, Customer shall return to FirstFive8 any copies or documents relating to jambonz in its possession, custody or control, including any and all physical embodiments, documentation, or other materials or copies related to jambonz, and shall also erase from all computer storage any image or copies thereof, as certified by the Customer in writing. Copies of reports, listings or other forms of computer output (whether electronic, print, or any other format) which consist of Customer’s own processed or raw data or other such information in which FirstFive8 or third-party licensors have no proprietary interest may be retained by Customer.

1. INDEPENDENT CONTRACTOR

• a. Customer is an independent contractor. Nothing in this Agreement shall in any way be construed as creating a partnership, joint venture, agency or employer-employee relationship between Customer and FirstFive8. Customer is not authorized to, and shall not undertake or assume, any obligation of any kind, express or implied, or to conduct any business, on behalf of FirstFive8.

2. THIRD PARTY PRODUCTS AND SERVICES

• a. Third Party Products. FirstFive8 may offer to supply or license certain products or services as a reseller that are made or provided by a third-party supplier or manufacturer and not FirstFive8 (collectively, "Third Party Products and Services"). Notwithstanding any other provision of this Agreement to the contrary, Third-Party Products and Services are solely subject to the license, warranty, indemnity, support, and other terms provided by the third party, if any. Any warranty or indemnity claims against FirstFive8 in relation to any Third Party Products and Services are expressly excluded. In no event will FirstFive8 be liable to Customer for any damages to the extent resulting from any Third-Party Products and Services. Third Party Products and Services are provided by FirstFive8 “AS IS” without representation or warranty. FirstFive8 will assign, and hereby does assign, to Customer any warranties provided by a third party relating to the Third-Party Products and Services that FirstFive8 is able to assign. Customer may not terminate this Agreement based on the actions or inactions of any third party or any actual or perceived deficiencies related to any Third Party Products and Services.
• b. Third Party License. To the extent that any Third Party Products and Services are used, FirstFive8 will obtain the license rights for Customer to use those Third Party Products and Services. FirstFive8 is not responsible for the performance of any Third Party Products and Services.

3. MISCELLANEOUS

• a. Publicity. FirstFive8 may use Customer’s name and logo to publicly identify Customer as a FirstFive8 Customer in a press release, on FirstFive8’s websites, and through other public communications and Customer hereby grants FirstFive8 a license to use its trademarks and other intellectual property to do so.
• b. Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that this Agreement may be transferred to a successor to all or substantially all of the assets and business of the transferring party. Consent shall not be unreasonably withheld. Subject to the restriction on transfer set forth in this Section, this Agreement shall be binding upon and shall inure to the benefit of the parties’ successors and assigns.
• c. Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
• d. Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be sent by e-mail (with confirmed receipt) or by certified mail to the address set forth by the other party in writing. Notices shall be effective as of the date of receipt.
• e. Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
• f. Dispute Resolution for Customer outside United States of America. Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through a third party mediator, shall be settled by binding arbitration in the New York, New York administered in accordance the UNCITRAL Arbitration Rules, and conducted in the English language. The arbitrator(s) shall decide all discovery issues. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Neither party nor the mediator nor the arbitrator(s) may disclose the existence, content, or results of any mediation or arbitration hereunder without the prior written consent of both parties. All fees and expenses of the mediation and arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that, in arbitration, the prevailing party shall be entitled to an award of reasonable attorney’s fees.
• g. Provisions Severable. The provisions of this Agreement are severable. If any provisions are held to be invalid, unenforceable, or void, all other provisions shall remain valid. The failure of either party to require the performance of any term, condition or provision of this Agreement or the waiver by either party of any breach of this Agreement shall not prevent a subsequent enforcement of such term, condition or provision nor be deemed a waiver of any subsequent breach.
• h. Acknowledgement. EACH PARTY ACKNOWLEDGES THAT IT OR ITS AUTHORIZED REPRESENTATIVE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, EACH PARTY AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
• i. Entire Agreement. This Agreement, and all present and future incorporated attachments, schedules, appendices, addenda, and written amendments, constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. This Agreement may not be amended except by a writing that specifically references this Agreement and is signed by authorized representatives of the parties.