Jabra License Agreement
This license agreement applies to Jabra SDKs, Integration Software and the website content of developer.jabra.com.
The license agreement will be updated if required.
|1.0||2022-10-04||First online publication of license agreement on developer.jabra.com|
THIS IS A LICENSE AGREEMENT BETWEEN YOU AND GN AUDIO A/S (“GN AUDIO”) GOVERNING YOUR USE OF THE SOFTWARE LICENSED HEREIN. TO USE THE SOFTWARE, YOU MUST FIRST AGREE TO THIS SOFTWARE LICENSE AGREEMENT (THIS “LICENSE AGREEMENT”). YOU MAY NOT USE THE SOFTWARE IF YOU DO NOT ACCEPT THIS LICENSE AGREEMENT. BY ACCESSING OR USING THE SOFTWARE, YOU HEREBY AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE AGREEING TO BE BOUND BY THIS LICENSE AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, INCL BUT NOT LIMITED TO AFFILIATES OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, DO NOT USE THE SOFTWARE. IF YOU ARE ACCESSING THE SOFTWARE THROUGH A GN AUDIO WEBSITE, SECTION 6 (WEBSITE) APPLIES IN ADDITION TO THE OTHER TERMS & CONDITIONS.
a. “API” means application programming interface such the GN Audio integration software.
b. “GN Audio” means GN Audio A/S, located at Lautrupbjerg 7, 2750 Ballerup, Denmark.
c. “Developer” and “You” refers to any person or entity acquiring or using the Software under the terms of this License Agreement.
d. “Developer Application” means any software that is developed by You or on your behalf to function with a GN Audio Product.
e. “Documentation” means any explanatory text, instructions and references accompanying the Software.
f. "Product" or "GN Audio Product" means GN Audio hardware or software products or services.
g. “Sample Code” means software code that GN Audio has included in the Software and/or designated in the Documentation as “Sample Code”.
h. “Software” means components and libraries distributed with the SDK, plug-ins, toolkits, Sample Code, APIs, related items, Documentation in online format, and any upgrades, modified versions, updates and additions.
i. “SDK” means Software Development Kit.
j. “Tools” mean the programs and utilities that may be included in the Software for You to use for building the Developer Applications.
k. “Use”, “Used” or “Using” means to access, install and/or download the Software.
a. Subject to the terms and conditions of this License Agreement including the restrictions contained in this Section 3, GN Audio hereby grants to You a nonexclusive, nontransferable, revocable license to
- (i) use the Software and the items included strictly for the purpose of developing the Developer Application and
- (ii) link or incorporate all or portions of the Software, with the Developer Application and distribute them only for use in connection with a GN Audio Product.
Except for the foregoing, You are not granted any right or license to modify, improve or create derivative works of the Software, or any of the items in the Software. This License Agreement does not govern or grant You any license or right to use any GN Audio Product. Any use of a GN Audio Product is governed by GN Audio’s terms and conditions that accompany such GN Audio Product. Authorization to distribute your Developer Application with GN Audio Products may be subject to your payment of fees to GN Audio.
b. You warrant that you shall only use the Software in accordance with the License Agreement and any applicable law, regulation or generally accepted practices in your jurisdictions.
c. You warrant that you shall be solely responsible for any breach of your obligations under the Terms.
d. You warrant that you shall only access the Software through the interface provided by GN Audio. Furthermore, you warrant at all times to comply with the instructions provided by GN Audio. Without limiting GN Audio’s rights to revoke your access to the Software or terminate this License Agreement at any time without cause, GN Audio may revoke your access to the Software or terminate this License Agreement immediately if you fail to comply with any such rules or best practices or any other terms or conditions herein.
e. Except as expressly set forth in this Agreement, You may not, directly or indirectly, sell, sublicense, rent, loan, share, disclose, transfer or lease the Software, or any portion of the Software, to any third party. You may not assign Your rights or obligations granted under this License Agreement without prior written consent of GN Audio which may be withheld at its sole discretion. Any attempted assignment or transfer without such prior written consent from GN Audio shall be void and of no effect.
f. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code and/or file formats of any portion of the Software. To the extent that local law grants You the right to decompile software to obtain information necessary to render the software interoperable with other software, You shall first request to GN Audio in writing to provide You with the necessary information. GN Audio has the right to impose reasonable conditions on decompiling its software such as a reasonable fee for doing so.
g. You represent, warrant and covenant that you will not use the Software in connection with any hardware or software that does not conform to the description set forth in the Software Documentation.
h. GN Audio reserves the right at any time to modify or discontinue temporarily or permanently the Software, your use of the Software, or any portion thereof with or without notice to you and without any form of compensation or consideration to you, regardless of the status of any of your Developer Applications. In addition, GN Audio reserves the right to create, modify and enforce controlling mechanisms such as a rate limiting structure for use of the Software. Further, you acknowledge that GN Audio has no obligation to ensure that an upgrade of Software or any GN Audio Product will be compatible with existing or planned Developer Applications.
i. You will not use the Software for any purpose other than developing and providing Developer Applications. You will not include or use the Software or any Developer Application in, or in connection with, any application, website or other product or service that includes content that is disparaging of GN Audio or may otherwise be perceived as detrimental or harmful to GN Audio and its business and reputation, as determined by GN Audio in its sole discretion. You will not use web scraping, web harvesting, or web data extraction methods to extract data from any GN Audio Product. You will not use the Software or any Developer Application to distribute any virus, spyware, adware, malware, or other harmful or malicious component. You will not use the Software or any Developer Application for any purpose which or might overburden, impair or disrupt the GN Audio network or related servers. You will not use the Software or any Developer Application to distribute unsolicited advertising or promotions, or to send messages, make comments, or initiate any other unsolicited direct communication or contact with GN Audio users or partners.
j. You may not encourage or authorize others to:
- (i) remove or alter any proprietary notices or marks from any items included in the Software;
- (ii) use or access the Software for purposes of monitoring the availability, performance, or functionality of any GN Audio Product or for any other benchmarking or competitive purposes; or
- (iii) frame, wrap or otherwise reproduce significant portions of any GN Audio Product or the Software.
k. Along with the distribution of the Developer Application you must ensure that GN Audio’s and any third parties’ rights as contained in this License Agreement are upheld and you may not impose any terms on users of any Developer Application that are inconsistent with this License Agreement. You will require each user of a Developer Application to agree to terms of service that
- (i) disclaim all warranties on behalf of GN Audio and any third-party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement and
- (ii) exclude GN Audio and any third party service providers from all liability for direct, indirect, consequential, special and punitive damages, to the fullest extent permitted under applicable law.
4. Intellectual Property Rights
a. The Software, and all items contained in the Software, are the intellectual property of GN Audio and its suppliers and are protected by copyright, patent and intellectual property law, international treaty provisions and applicable laws of the country in which it is being Used. You agree to protect all copyright, intellectual property and other ownership interests of GN Audio and/or its suppliers in the Software, and all items in the Software, supplied under this License Agreement.
b. You agree that all copies of the Software, and all items in the Software, reproduced for any reason by You, shall contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the master items delivered by GN Audio in the Software. You agree not to remove, obscure, or deface any intellectual property or confidentiality legends of GN Audio and/or delete any program files. GN Audio and/or its suppliers retain exclusive title and ownership of the Software, and all items in the Software, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or which the original and other copies may exist. Except as stated above, this License Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks or any other intellectual property or proprietary rights in respect of the Software, and the items in the Software.
5. Personal data
a. To the extent You use any of the GN Audio websites, including but not limited to the Jabra Developer Zone, to access and use the Software this section 6 applies in addition to the other terms and conditions.
b. You may download material displayed on the website to the extent You use it in accordance with the terms and conditions applicable for the Software under this License Agreement.
c. The websites may include information related to GN Audio Products, the Software, incl tools, API Information and Documentation in online format. GN AUDIO DOES NOT WARRANT THE COMPLETENESS, CORRECTNESS, TIMELINESS, USEFULNESS OR ACCURACY OF ANY OF THE INFORMATION PROVIDED ON THIS SITE. It is your responsibility to verify all information before relying on it.
d. The websites may contain links to other websites operated by third parties other than GN Audio. Such links are provided for your convenience only. GN Audio disclaims any control over, relationship with, or endorsement of any third-party sites that this site may contain links to. You are advised to use discretion and judgment in browsing the websites and any sites related hereto. The Internet contains material which may be inappropriate or sexually explicit, may be offensive to you, or may contain inaccurate information which may violate copyright, libel or defamation laws.
e. If you purchase merchandise or services from third parties or websites, GN Audio is not a party to that transaction and has no liability or responsibility with respect to that transaction. NOTHING CONTAINED IN THE WEBSITES SHOULD BE CONSTRUED AS CONSTITUTING ANY PRODUCT WARRANTY OR AS EXPANDING OR OTHERWISE MODIFYING ANY PRODUCT WARRANTY.
f. GN AUDIO cannot warrant or guarantee that any downloaded files from this site or from any site linked to it are free from error, viruses, or other destructive properties. You agree to assume all risk in downloading files or in retrieving any information from the websites or any sites related or linked to it. You acknowledge that you have been advised that you should take all necessary steps to protect your computer and files from erasing, destruction, corruption or other malfunction.
g. To the extent You need to set up username and password to access the Software, You shall at all times keep your username and password strictly confidential. Any activity in your account shall be your sole responsibility. If you discover any unauthorized use of your password or your account, you shall notify GN Audio hereof immediately by sending an email to firstname.lastname@example.org.
a. The Terms shall apply until they are terminated by you or GN Audio in accordance with the terms set out below.
b. You may terminate this Agreement at any time by notifying GN Audio hereof in writing. Your notice should be sent, in writing, to email@example.com.
c. GN Audio may terminate this Agreement at any time with immediate effect if:
- (i) You have breached the License Agreement;
- (ii) GN Audio is required to do so by law;
- (iii) The partner with whom GN Audio offered the Software to you has terminated its relationship with GN Audio or ceased to offer their services to GN Audio; or
- (iv) For convenience, with at least 90 days’ prior written notice.
d. Upon any termination
- (i) all licenses granted to You with respect to the Software will immediately terminate,
- (ii) You will immediately discontinue all distribution, support and use of any Developer Applications and
- (iii) You must remove all full and partial copies of the items in the Software from your computers, systems and servers and discontinue use of the items in the Software.
e. Nothing in this Section shall affect GN Audio's other rights according to the License Agreement.
8. Warranty and Indemnification
a. GN Audio licenses the Software to Developer only on an “as-is” basis. GN Audio makes no warranties or representation, express or implied, with respect to the adequacy of the Software, and any items in the Software, whether or not used by You, for any particular purpose or with respect to their adequacy to produce any particular result. GN Audio and its suppliers shall not be liable for loss or damage arising out of this License Agreement or from use by You of any devices or products containing portions of the Software. GN AUDIO A/S, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GN AUDIO, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTY THAT THE PROVISION OR USE OF THE OF THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERROR, ANY INFORMATION OBTAINED AS A RESULT OF USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED AS PART OF THE SOFTWARE WILL BE CORRECTED. YOU ACCEPT THAT ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK AND YOU ALONE ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, INCLUDING LOSS OF DATA, AS A RESULT OF YOUR USE OF THE SOFTWARE.
b. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SOFTWARE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND ANY DESIGN OR PRODUCT IN WHICH THE SOFTWARE MAY BE USED, INCLUDING, WITHOUT LIMITATION, ANY DEVELOPER PRODUCTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW AND AS PROVIDED IN 11.1, THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER.
c. To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless GN Audio, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from
- (a) Your use of the Software,
- (b) any application or other product or service You develop using the Software that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and
- (c) any non- compliance by you with this License Agreement. This indemnity obligation shall survive termination of this License Agreement, including your cessation with regard to your use of the Software.
GN AUDIO reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you shall cooperate fully with GN AUDIO in asserting any available defenses.
a. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL GN AUDIO AND/OR GN AUDIO’S AFFILIATES, SUBSIDIARIES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE AGREEMENT (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF THE DEVELOPER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT GN AUDIO HAS NO RESPONSIBILITY OR DUTY TO DEFEND, INDEMNIFY, OR HOLD YOU HARMLESS FROM AND AGAINST ANY CLAIMS, SUITS, PROCEEDINGS, DAMAGES, LOSS, COSTS AND EXPENSES BASED ON PATENT OR OTHER INTELLECTUAL PROPERTY CLAIMS.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU HEREBY RELEASE US FROM ALL LIABILITY AND DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to You. You may have rights which vary from state to state or jurisdiction to jurisdiction. The foregoing does not affect or prejudice Your statutory rights.
d. GN Audio is under no obligation to provide any support under this License Agreement, including upgrades or further versions of the Software or any portion thereof, to Developer, to any end user or to any other party. GN Audio is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability provided in Sections 8 and 9 of this License Agreement, but in no other respect and for no other purpose.
e. GN Audio shall in no event be held liable for losses, by you, your company or another entity, including but not limited to, any affiliates of your employer or another entity, in excess of DKK 1,000,000.00 (one million) in aggregate.
f. Irrespective of what is stated elsewhere in this section 9, in case any claim, suit or action be brought against you for infringement of any patents, trademarks, or other intellectual property rights arising out of Your use of the Software in accordance with this License Agreement, You shall promptly notify GN Audio of any such claim, suit or action. GN Audio shall, at its own expense, settle or defend any such claim, suit, or action and pay any final judgment for damages and costs that may be awarded against you, to the extent that such claim, suit or action arises out of your use of the Software in accordance with this Agreement, provided that You provide GN Audio with all available information regarding such claim, suit or action, affords GN Audio complete control of the settlement or defense of such claim, suit or action, and cooperates fully with GN Audio in such settlement or defense. GN Audio may, in its sole discretion and at its own expense, elect to procure for You the right to continue using the allegedly infringing Software, or replace them with non-infringing Products, or modify them so that they become non-infringing Software, or remove them. This clause shall not apply to any alleged infringement arising out of
- (i) any feature or changes incorporated in the Software or in the Developer Application by you, on your behalf, on your request, or
- (ii) use of the Software not in compliance with the License Agreement.
10. Non-blocking of GN Audio Development
You acknowledge that GN Audio is currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that You may develop based on your license herein. Nothing in this License Agreement shall impair, limit or curtail GN Audio’s right to continue with its development, maintenance and/or distribution of GN Audio’s technology or products. You agree that you shall not assert in any way any patent owned by You arising out of or in connection with these Software or modifications made thereto against GN Audio, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any GN Audio products.
11. Third-Party Software
To the extent the Software contains third party software including open-source software covered by separate software licenses (“Third-party Software”), the terms and conditions of this License Agreement also applies for such Third-Party Software, unless a Third-Party Software is governed by a separate license. Applicable separate Third Party-licenses are available in the Third-party licenses section. GN Audio may update the list and the licenses whenever a new version of the Software is released. You are responsible for having read and understood the Third-Party Software licenses applicable at any time. Notwithstanding anything to the contrary, You are not licensed to (and You agree that You will not) integrate or use this Software with any open source software, unless already governed by open source software licenses, or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the Software in source code form, for the purpose of making derivative works. Such limitation only applies to open source software which is licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition Your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any software in source code form, for the purpose of making derivative works. Any violation of the foregoing provision shall immediately terminate all of Your licenses and other rights of the Software granted under this License Agreement.
12. Confidential Information
a. During the term of this License Agreement and thereafter, You will maintain GN Audio’s Confidential Information (as defined below) in confidence and will employ reasonable steps to protect such Confidential Information from unauthorized or inadvertent disclosure or unauthorized use, including but not limited to all steps that You take to protect Your own information of similar importance that it considers to be proprietary and trade secret, but in no event less than reasonable care.
b. You agree:
- (i) not to disclose Confidential Information to any third parties, except for employees and independent contractors who have a “need to know” and who have signed agreements containing disclosure and use restrictions no less stringent than those set forth herein; and
- (ii) not to use any Confidential Information for any purpose except as required to perform under this License Agreement.
c. This Section 12 shall not prohibit You from disclosing information to the extent reasonably required by law or regulation; provided that You are required to disclose such information via court order and shall provide prior notice to GN Audio of such required disclosure and the opportunity to obtain an appropriate protective or other court order.
d. For the purposes of this License Agreement, “Confidential Information” shall mean data and information of a proprietary or confidential nature disclosed by or on behalf of GN Audio under or relating to this Agreement, including, but not limited to, trade secrets, computer programs (including without limitation the Software, all items in the Software, and any derivative works, enhancements, modifications or improvements thereto), proprietary tools, methodologies and other information held in confidence by GN Audio that is marked or designated as confidential at the time of disclosure or would otherwise be reasonably presumed to be confidential. Confidential Information shall not include (or shall cease to include) data or information that:
- (i) is or becomes generally known to the public on or after the date of execution of this License Agreement, other than as a result of any act or omission of You;
- (ii) was rightfully known to You prior to its receipt from GN Audio;
- (iii) is rightfully furnished to You by a third party without restriction as to use or disclosure; or
- (iv) is independently developed by You without use of or reference to GN Audio’s Confidential Information.
a. When conflicting language exists between this License Agreement and any other information included in the Software, this License Agreement shall supersede. The License Agreement supersedes any prior agreement, oral or written, between GN Audio and You with respect to the licensing to You of the Software.
b. Use of the Software may necessitate that you download additional software or purchase a certain good, which are provided by a third party. Your use of third party software or goods may be subject to separate terms between you and said third party. GN Audio shall not be considered a party to any agreement made between you and the third-party provider.
c. You agree that GN Audio may provide you with notices, including notices concerning changes to the License Agreement, by email or postings in the Software.
d. A party’s failure to exercise or enforce any legal right or remedy which is contained in the Terms (or which a party may have under any applicable law) shall not be considered a formal waiver of that party’s rights or remedies and such rights or remedies shall be available to the party at any time.
e. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions which shall continue to be valid and enforceable.
f. You accept that all companies which are part of the GN Audio group shall be third party beneficiaries to the License agreement and that they shall be entitled to rely upon and directly enforce any provision of the Terms.
g. You agree that GN Audio may audit Your compliance with this License Agreement.
h. Your breach of the provisions of Sections 4 and/or 12 of this License Agreement will cause GN Audio irreparable damage for which recovery of monetary damages will be inadequate, and that GN Audio will therefore be entitled to seek timely injunctive relief to protect GN Audio’s rights under this License Agreement in addition to any and all remedies available at law, without the necessity of posting a bond or other security.
i. These Terms shall be governed by the laws of the Denmark without regard to its choice of law provisions. Furthermore, you agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties agree to submit to the exclusive jurisdiction of the courts of Denmark to resolve any legal matter arising from the Terms.