AudioEffects Switchboard Extension License
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SWITCHBOARD SDK
===============

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.
