FlexRadio Systems™ Proprietary End User Software License Agreement “EULA”
Updated 5/25/2010

SCOPE:  FreeDV INCORPORATES A "MIXED SOURCE" MODEL INCLUDING BOTH OPEN SOURCE AND CLOSED SOURCE COMPONENTS.  THE OPEN SOURCE COMPONENTS ARE COVERED UNDER A SEPARATE AGREEMENT.  THE CLOSED SOURCE COMPONENTS (FlexLib.dll) ARE PROPRIETARY TO FLEXRADIO SYSTEMS AND ITS LICESNSORS.  THIS DOCUMENT COVERS YOUR RIGHTS, PRIVILEGES, AND RESPONSIBILITIES RELATING TO FLEXRADIO CLOSED SOURCE PROPRIETARY SOFTWARE.  

PLEASE READ THIS PROPRIETARY SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY USING FLEXRADIO SYSTEMS PROPRIETARY SOFTWARE.  

1.	DEFINITIONS: The term “FlexRadio Proprietary Software” includes application code downloaded or read from media, embedded firmware, dynamic linked libraries (DLLs) whether created by or licensed to FlexRadio Systems, installer applications, documentation, interfaces, content, fonts, and static or software generated visual images and presentation graphics as may be updated or replaced by feature enhancements; whether stored in Read Only Memory (ROM), on any other media or in any other form, including software updates provided by FlexRadio Systems and not specifically licensed otherwise; are collectively referred to as “FlexRadio Proprietary Software”. This does NOT include any software or firmware that is separately licensed under the Free Software Foundation’s GNU General Public License (GPL), Lesser General Public License (LGPL), or any other open source, proprietary or less restrictive license.  The term “FlexRadio Systems Hardware Platforms” refers to electronic hardware designed and manufactured by FlexRadio Systems, generally for use in, but not limited to receiving and transmitting radio signals, interfacing to other radio-related equipment, and other hardware control apparatus.

2.	GENERAL: FlexRadio Proprietary Software including updates are licensed, not sold, to you by FlexRadio Systems for use only under the terms of the License.  FlexRadio Systems and it licensors retain ownership of “FlexRadio Proprietary Software” itself and reserve all rights not expressly granted to you.

3.	PERMITTED LICENSE USES AND RESTRICTIONS: 
(a) Subject to the terms and conditions of this license, you are granted a limited non-exclusive license to use the FlexRadio Proprietary Software in conjunction with FlexRadio Systems Hardware Platforms.  Except as specifically allowed below, this license does not allow FlexRadio Proprietary Software to be used in conjunction with any non-FlexRadio Systems Hardware Platforms.  (b) Unless expressly granted by FlexRadio Systems, this License does not grant you any rights to use FlexRadio Proprietary Software in the design, development, manufacture, licensing, or distribution of non-FlexRadio Systems Hardware Platforms.
(c) Subject to the terms of this License, you are granted a limited non-exclusive license to download and execute updates to FlexRadio Proprietary Software for use in conjunction with FlexRadio Systems Hardware Platforms according to the then current terms provided by FlexRadio Systems.  You may make one copy of the FlexRadio Proprietary Software stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained in the original.
(d) You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of FlexRadio Proprietary Software, or any part thereof.  Any attempt to do so is a violation of the rights of FlexRadio Systems and its licensors of FlexRadio Proprietary Software. 
(e) You agree to use FlexRadio Proprietary Software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download and use FlexRadio Proprietary Software in conjunction with FlexRadio Systems Hardware Platforms.

4.	TRANSFER: you may not rent, lease, lend, sell, redistribute, or sublicense FlexRadio Proprietary Software.  You may however, make a one-time permanent transfer of all your license rights to FlexRadio Proprietary Software in conjunction with the transfer of ownership of your FlexRadio Systems Hardware Platform; provided that (a) the transfer must include your FlexRadio Systems Hardware Platform and all  FlexRadio Proprietary Software, including all its component parts, original media, printed materials and this license; (b) you do not retain any copies of FlexRadio Proprietary Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the FlexRadio Systems Hardware Platform and FlexRadio Proprietary Software reads and agrees to accept the terms and conditions of this License.

5.	TERMINATION: This License is effective until terminated.  Your rights under this License will terminate automatically or otherwise cease to be effective without notice from FlexRadio Systems if you fail to comply with any term(s) of this License.  Upon the termination of this License, you shall cease all use of FlexRadio Proprietary Software.  Sections 6, 7, 8, 9, and 10 of this License shall survive any such termination.

6.	DISCLAIMER OF WARRANTIES: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT , TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLEXRADIO PROPRIETARY SOFTWARE AND ITS ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS” AND “AS APPLICABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLEXRADIO SYSTEMS OR ITS REPRESENTATIVES, AUTHORIZED DISTRIBUTORS, OR EMPLOYEES SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY; AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE.  FLEXRADIO SYSTEMS AND ITS LICENSORS DO NOT GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE, OF FLEXRADIO PROPRIETARY SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU, THE USER. IF FLEXRADIO PROPRIETARY SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT FLEXRADIO SYSTEMS OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OTHER THAN EXPRESSLY DESCRIBED ABOVE.

7.	LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL FLEXRADIO SYSTEMS OR THEIR AUTHORIZED AGENT(S) BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE FLEXRADIO PROPRIETARY SOFTWARE, HOWEVER CAUSED, EVEN IF FLEXRADIO SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.	CONTROLLING LAW AND SEVERABILITY: This License will be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law principles.  If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

9.	COMPLETE AGREEMENT: This License constitutes the entire agreement between you and FlexRadio Systems relating to FlexRadio Proprietary Software and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this License will be binding unless in writing and signed by FlexRadio Systems.  
10.	GOVERNING LANGUAGE: Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of the License shall govern, to the extent not prohibited by local law in your jurisdiction.

11.	THIRD PARTY ACKNOWLEDGEMENTS: Portions of FlexRadio Proprietary Software may utilize or include third party software and other copyrighted material.  Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for FlexRadio Proprietary Software, and your use of such material is governed by their respective terms.  


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