1
EXHIBIT 10.21
XXXXX MICRO SOFTWARE, INC.
AMENDED AND RESTATED SOFTWARE LICENSING AND DISTRIBUTION AGREEMENT
THIS AMENDED AND RESTATED SOFTWARE LICENSING AND DISTRIBUTION AGREEMENT,
including Appendices A, B, and C attached hereto (hereinafter the "Agreement"),
is made this 18 day of April, 1996 and amends and restates the Software
Licensing and Distribution Agreement dated March 20, 1996, which date also shall
be the effective date of this agreement (the "Effective Date"), by and between
XXXXX MICRO SOFTWARE, INC., a corporation organized and existing under the laws
of the State of Delaware (hereinafter referred to as "SMSI"), and U.S. Robotics
Access Corp., a corporation organized and existing under the laws of the State
of Delaware. This Agreement shall apply solely to the Personal Communications
Division, which hereinafter shall be referred to as "USR".
1. Termination of Prior Agreement.
The parties hereto hereby terminate the Authorized OEM Agreement between
the parties dated July 1, 1995. The new pricing in Appendix A shall take effect
as of the Effective Date of this Agreement. The parties further agree that this
termination shall not obligate USR to comply with Paragraph 6.3 of the
Authorized OEM Agreement. This Agreement also supersedes the Software licensing
and distribution Agreement dated March 20th, 1996.
2. Rights and Licenses Granted to USR, Services, Term.
2.1 SMSI publishes the software programs listed in Appendix "A" and
documentation and instruction manuals related to the software programs (the
"Licensed Products"). SMSI herby grants USR a non-exclusive, non-transferable
right to market, distribute and sublicense the Licensed Products to
distributors, re-sellers, OEM customers of USR and end users, solely in
conjunction with the sale of modems of USR, and not as separate, unbundled
products. SMSI shall have exclusive rights to duplicate floppy diskettes for one
year for the Licensed Products in Appendix A. The term of this Agreement shall
be one (1) year from the date hereof, and shall renew automatically for
additional one year periods unless either party gives the other party written
notice of cancellation at least sixty (60) days prior to the end of the then
current term. In addition, USR may terminate this Agreement - and any USR
division or entity executing an addendum hereto may terminate that addendum - in
its entirety or with respect to any one or more Licensed Products, at any time
for any reason upon ninety (90) days written notice.
3. Obligations.
3.1 USR's Obligations with Respect to Sales and Support. USR shall
license Fax Data/Voice and Telephony software for all modem products that are
currently shipping with SMSI products, sold under the USR name, from SMSI on a
non-exclusive basis. For each modem model that currently ships with SMSI
software, USR shall include a copy of the Licensed Products with each modem
shipped during the term of this agreement. The Licensed Product shall be subject
to the end user license agreement provided by SMSI. USR may include the
promotional literature (either in electronic or hard copy form), furnished by
SMSI with respect to other products of SMSI including products which provide
enhancement upgrades to the Licensed Products. Such promotional material shall e
subject to approval by USR, which approval shall not be unreasonably withheld.
USR shall promote the fact that the Licensed Products are included with modems
shipped by including references to SMSI and the Licensed Products on modem
product packaging, advertising and promotional literature. USR shall provide
technical support in the operation of the Licensed Products to its distributors,
re-sellers, OEM customers, end users and others to whom USR provides the
Licensed Products. In the event USR changes the design of any modem product with
which it ships the Licensed Products, USR shall promptly supply a sample of such
modem, as changed, to SMSI at no charge. If the changes are only in firmware,
then the new firmware will be forwarded to SMSI promptly at no charge. Should
such design changes require software modifications, SMSI reserves the right to
charge USR for the reasonable costs of such changes. These engineering fees will
not be charged for software updates that SMSI and USR mutually agree are
required to accommodate the natural progression
2
of hardware features in the industry. The fees for these design changes and
other Engineering modifications requested of SMSI are outlined in Appendix B of
this document. USR shall establish a registration procedure by which end users
of its modems may register ownership. USR shall provide this registration
information to SMSI every 8 weeks in ASCII or DBF, Machine readable format.
3.2 SMSI's Obligations.
SMSI shall use its commercially reasonable efforts to assure that the
Licensed Products are compatible with the modems of USR. SMSI shall provide
technical support in the operation of the Licensed Products to the customer
service staffs of USR to assist the customer service staffs in supporting the
Licensed Products but SMSI shall not be otherwise obligated to provide technical
support. USR agrees to reimburse SMSI for reasonable travel expenses incurred to
provide such training. These travel expenses shall not be charged for new
product introductions or sales efforts of any kind by the SMSI staff. At SMSI's
request, USR shall place the SMSI retail products and commercials for such
products on the USR Compact Disk ("CD"), (commercials for the retail products
shall not exceed 10 Megabytes) for the purpose of upgrading customers to the
SMSI retail products. SMSI will pay USR *** of the gross sales revenues
attributable to upgrades directly generated by sales off the USR CD.
4. Delivery.
SMSI shall deliver Licensed Products to USR on acceptance of purchase
orders, subject to the normal processing schedules of SMSI. USR shall include a
copy of SMSI's End-User License Agreement with the Licensed Products. SMSI shall
maintain the capability to produce the Licensed Products outside California in
the event it is unable to produce the Licensed Products in California as a
result of a natural disaster.
5. Payment Schedule, Fees and Charges.
5.1 Price. USR shall pay royalties for the Licensed Products
according to the prices specified in Appendix A hereto. USR may order all or any
of the Licensed Products in its sole discretion. Appendix A also includes a list
of Licensed Products Components. USR has the right to purchase all or any of the
Licensed Products Components in Appendix A, in its sole discretion, for which
USR shall pay the prices set forth in Appendix A.
6. Copies of Licensed Products.
Except as provided herein solely for technical support purposes, USR
shall not have the right to copy, duplicate or otherwise reproduce the Licensed
Products or any component part of the Licensed Products.
7. Termination.
7.1 Default. Each party has the right to terminate this Agreement on
forty-five (45) days prior notice in writing to the other party for the
following reasons or causes:
7.1.1 If such other party materially breaches or is in
material default of any obligation hereunder, which breach or default is
incapable of cure or, which, being capable of cure, has not been cured within
forty-five (45) days (or ten (10) days in case of non-payment), after service of
written notice of default of the non-breaching party;
7.1.2 If such other party becomes insolvent, is adjudicated
bankrupt or if a receiver or trustee is appointed for such party for a
substantial portion of its assets, or if such party institutes or becomes a
party to any proceeding for the settlement of debts or an assignment for the
benefit of creditors of such party, and the situation is not corrected within
thirty (30) days after it received written notice from the non-breaching party.
If this situation occurs, USR has the right to continue shipping the Licensed
Products.
7.2 Force Majeure, Suspension and Termination. In the event that
either USR or SMSI is unable to perform any of its obligations under this
Agreement or to enjoy any of its benefits because of natural disaster, actions
or decrees of governmental
----------------
*** Confidential portion has been filed separately with the Securities and
Exchange Commission
3
bodies or communications line failure not the fault of such party (hereinafter
referred to as a "Force Majeure Event"), such party immediately shall give
notice to the other and shall do everything possible to resume performance. Upon
receipt of such notice, this Agreement shall immediately be suspended. If the
period of nonperformance exceeds sixty (60) days from the receipt of notice of
the Force Majeure Event, the other party may, by giving written notice,
terminate this Agreement. However, delays in delivery due to Force Majeure
Events shall automatically extend the delivery date for a period equal to the
duration of such events; any warranty period affected by a Force Majeure Event
shall likewise be extended for a period equal to the duration of such event.
7.3 Conditions Upon Termination. The following conditions shall
apply upon termination:
7.3.1 USR shall erase or destroy all master copies or copies
or portions thereof contained or stored in any form or media, including the
memory of a computer or computer system in its possession or under its control,
provided however USR may sublicense all Licensed Products then existing in OEM's
inventory subject to the terms and conditions of this Agreement.
7.3.2 USR shall certify to SMSI that the requirements of
Section 7.3.1 have been completed within fifteen (15) days of termination.
7.4 Addition to Other Rights. The termination rights set forth above
shall be in addition to, and not in substitution for, any other remedies that
may be available to the party serving notice upon the other party, and any
termination and any exercise of any such right shall not relieve the party
receiving notice from any obligations accrued to the date of such termination or
relieve such from liability and damage to the other for breach of this
Agreement. No termination hereunder shall terminate any end user license.
7.5 Survival. The obligations of the parties under Sections 7, 8, 9,
and 10 shall survive termination of any license hereunder.
7.6 Notwithstanding any other provision of this Section 7 to the
contrary, USR shall be entitled to retain, for a period of five (5) years
following the termination of this Agreement, such copies of the Licensed
Products as may be reasonably required for the use of USR's customer support
personnel in connection with providing ongoing support to USR's customers who
are end users of the Licensed Products. Further, the termination of this
Agreement shall not in any way affect USR's rights under end-user licenses for
the Licensed Products heretofore or hereafter acquired by USR otherwise than
pursuant to this Agreement.
8. Warranties.
8.1 SMSI's Warranties. SMSI warrants that during the Warranty Period
(as defined below), the Licensed Products furnished hereunder shall be free from
significant programming errors and from any defect in workmanship and materials
which would cause such Licensed Products to be not merchantable. This warranty
shall be of no effect should USR cause the Licensed Products to be modified
without the written consent of SMSI.
8.2 SMSI's Fulfillment of Warranty Obligations. If at any time
during the 90-day period immediately following the date on which any Licensed
Product is first shipped to USR (the "Warranty Period") SMSI or USR shall
discover one or more defects or errors in the Licensed Products or any other
respect in which the Licensed Products fails to conform to the provisions of any
warranty contained in this Agreement, SMSI shall, entirely at its own expense,
promptly correct such defect, error or nonconformity by, among other things,
supplying USR with corrected versions of the Licensed Products.
8.3 No Warranty Pass-Through. USR shall not pass through to its
customers, end users or any other third party the warranties made by SMSI under
this Agreement. USR shall make no representations to its customers, end users or
any other third party on behalf of SMSI. No warranty, representation or
agreement herein shall be deemed to be made for the benefit of any customer, end
user, or licensee of USR or any other third party.
8.4 LIMITATION OF LIABILITY. THE FOREGOING WARRANTIES ARE IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4
CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER OF THE PARTIES
HERETO BE LIABLE TO THE OTHER FOR THE PAYMENT OF ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE,
INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR
TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REMEDIES PROVIDED FOR
HEREIN EMBODY THE ESSENTIAL PURPOSE OF THE PARTIES HERETO WITH RESPECT TO
REMEDIAL ACTION IN THE EVENT OF BREACH OF THIS AGREEMENT.
8.5 USR's Warranties with respect to software provided for inclusion
in Compact Disc products. USR warrants that it owns or has the right to use, as
contemplated herein, all items delivered to SMSI by or for USR for use in
connection with the production, printing, and/or packaging of Compact Discs
hereunder, including without limitation, Third Party Software, master media, art
work and packaging (hereinafter referred to as the "Materials") and has the
right to deliver all materials to SMSI and to have the Materials reproduced as
provided herein. USR also warrants that it owns or has the right to use all
copyrights in the contents of materials (including without limitation any
computer code embedded therein) and has the unrestricted right to permit SMSI to
perform the services hereunder. USR further warrants that the text, images,
audio and other data or in the Materials will not infringe any intellectual
property or personal right held by any party.
8.6 Indemnification
8.6.1 SMSI agrees to defend USR from any claims, suit or
proceeding alleging that the Licensed Products infringe any third party United
States or foreign patent, trademark, trade name or copyright or claimed
infringement or misappropriation of intellectual rights, and to pay any
liabilities, damages, costs and expenses (including the actual fees of
attorneys and other professionals and all related costs and expenses) finally
awarded in any such claim, suit or proceeding.
8.6.2 The indemnifying party shall be relieved of the foregoing
obligation unless (i) the other party promptly notifies the indemnifying party
of any such claim, (ii) the indemnifying party shall have sole control of the
defense and all related settlement negotiations, and (iii) the other party
provides the indemnifying party with the assistance, information and authority
necessary to perform the above. However, if the other party desires to have
separate legal representation in any such action, it shall be responsible for
the costs and fees related to its separate counsel. In the event the Licensed
Products or software provided by USR are finally held or believed by the
indemnifying party to infringe a third party's rights, the indemnifying party
shall use reasonable efforts to obtain a license under the rights that have been
infringed, to modify the infringing product so they are noninfringing or to
provide to the other party substitute products that are noninfringing; provided
that if in the indemnifying party's judgment such options are not commercially
reasonable, the indemnifying party may terminate the licenses granted hereunder
upon written notice to the other party. SMSI shall have no liability for
infringement based on (a) use of other than the current release of the Licensed
Products, (b) modification of the Licensed Products by any party other than
SMSI, or (c) the combination or use of the Licensed Products with any other
software, equipment, product, device, item or process not furnished by SMSI or
not contemplated under this Agreement, if such infringement would have been
avoided by the use of the Licensed Products as contemplated herein or alone and
in their current unmodified form. THE INDEMNIFICATION OBLIGATIONS HEREUNDER ARE
IN LIEU OF ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT WHICH ARE
HEREBY DISCLAIMED.
9. Proprietary Information, Publicity.
9.1 USR agrees that the Licensed Products provided hereunder, and
any copies thereof, in whole or in part, and all intellectual property rights,
including without limitation, patent, copyrights, trademark, trade secret, and
any other intellectual or industrial property rights, are and shall remain the
sole property of SMSI, and that all rights thereto are reserved by SMSI. USR
agrees that it will not create derivatives of such Licensed Products, nor use,
copy, disclose, sell, assign, sublicense, or otherwise transfer the Licensed
Products except as expressly provided in this Agreement. USR is prohibited from
the disassembly or decompilation of the object code without the written consent
of SMSI. the copyright to the Licensed Products shall remain the sole property
of SMSI, which reserves all rights thereto, and nothing contained herein, shall
be construed to compromise such ownership right. USR shall not remove any
copyright notices on Licensed Products' diskette labels or end user
documentation. USR shall only refer to the Licensed Products using the names
set forth in Appendix A attached hereto, and by no other name. USR shall
restrict its sub-licensees of the Licensed Products similarly.
5
9.2 Each party acknowledges that all information (a) concerning the
existence of or terms and conditions of this Agreement, or (b) disclosed by the
other party and designated as confidential is "Confidential and Proprietary
Information." Each party agrees that it will not permit the duplication, use
or disclosure of any such Confidential and Proprietary information to any
person (other than its own employees and representatives who are informed of
the confidential nature of the information and who have executed appropriate
non disclosure agreements), unless authorized in writing by the other party.
"Confidential and Proprietary Information" is not meant to include any
information which, at the time of disclosure, is generally known by the public
and any competitors of either party.
9.3 SMSI shall not issue any press release or other public notice
relating to this Agreement without the written consent of USR, which shall not
be unreasonably withheld. Each party hereby grants to the other party the right
to use the granting party's trademark(s), trade name(s) and product name(s) in
conjunction with authorized advertising, press releases or other
marketing-related activities.
10. Miscellaneous.
10.1 Applicable Law. This Agreement shall be governed by the laws of
the State of California applicable to agreements made and to be performed in
California including such state's Uniform Commercial Code, except that if any
provision of the Agreement shall be inconsistent therewith, the terms of this
Agreement shall prevail. Venue for any such action shall be in Xxxx County,
Illinois.
10.2 Notices. Any notice or other communication hereunder shall be in
writing and deemed given if personally delivered or sent to a party by
commercial overnight delivery or registered or certified mail, return receipt
requested or, first class mail to the following addresses:
To SMSI:
Xxxxx Micro Software, Inc.
00 Xxxxxxxx
Xxxxx Xxxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
To USR:
U.S. Robotics Access Corp.
0000 Xxxxx Xxxxxxxx Xx.
Xxxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
with a copy to:
U.S. Robotics Access Corp.
Legal Department
0000 X. XxXxxxxxx Xxxx.
Xxxxxx, XX 00000
Telephone (000) 000-0000
Fax (000) 000-0000
Notices delivered personally, by overnight delivery or by registered or
certified mail shall be deemed communicated as of actual receipt; notices sent
by first class mail shall be deemed communicated as three (3) business days
after mailing. Each party may change such party's address by written notice in
accordance with this section.
6
10.3 Independent Contractors. The parties are not employees or legal
representatives of the other party for any purpose. Neither party shall have
the authority to enter into any contracts in the name of or on behalf of the
other party.
10.4 Waiver. No term or provision hereof shall be deemed waived
and no breach excused unless such waiver or consent shall be in writing and
signed by the party claimed to have waived or consented.
10.5 Assignment. Neither party shall assign or subcontract all or any
part of this Agreement, or any interest therein, without the other party's
prior written consent, except that USR may assign to any corporate affiliate
without SMSI's consent.
10.6 Binding Effects; Benefits. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors and assigns. Nothing herein is intended to confer on any person
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under, or by reason of, this
Agreement.
10.7 Attorney's Fees. In the event of any controversy, claim or
dispute between the parties hereto arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover from the
non-prevailing party its reasonable expenses including, but not by way of
limitation, attorney's fees.
10.8 Severability. If any of the provisions of this Agreement shall
be declared void by a court of competent jurisdiction, such provisions shall be
severable and independent from the other provisions of this Agreement, and the
validity of the other provisions and of the entire Agreement shall not be
affected thereby.
10.9 Captions; Headings. The headings of articles, sections and other
subdivisions hereof are inserted only for the purpose of convenient reference
and it is recognized that they may not adequately or accurately describe the
contents of the sections which they head. Such headings shall not be deemed to
govern, limit, modify, or in any other manner affect the scope, meaning or
intent of the provisions of this Agreement or any part or portion thereof, nor
shall they otherwise be given any legal effect.
10.10 Entire Agreement.
This Agreement, together with all appendices or other attachments
referenced herein, constitutes the entire agreement between SMSI and OEM and
supersedes all proposals, oral and written, between the parties on this subject.
10.11 Counterparts. This Agreement may be executed in counterparts,
which together shall constitute the contract of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and each hereby warrants and represents that the persons signing on
its behalf has been and is on the date of this Agreement duly authorized by all
necessary and appropriate corporate action to execute this Agreement.
XXXXX MICRO SOFTWARE, INC.
By: /s/ XXXXXXX X. XXXXX, XX.
-----------------------------------
Title: President/CEO Date: 4/18/96
------------------ --------
U.S. ROBOTICS ACCESS CORP.
By: /s/ XXXXXXX XXXXXXX
-----------------------------------
Title: V.P., G.M Date: 6/19/96
------------------ --------
7
APPENDIX A
SMSI and U.S. Robotics Access Corp. Agreement
1. a. Domestic Licensed Products:
1. QuickLink II FAX and DATA for Windows/DOS or Windows
2. QuickLink MessageCenter FAX/DATA/Voice/Telephony for Windows
3. MacComCenter
4. Private Label OEM Software for FAX and DATA for Windows
and/or Windows 95
5. Private Label OEM Software for FAX/DATA/VOICE/TELEPHONY for Windows
and/or Windows 95
6. MacComCenter With Voice Module
NOTE: Private Label OEM Software name will be determined by USR. This
software will be a derivative of the HotFax and HotFax MessageCenter code
base. The feature is outlined in Appendix C, and is mutually agreed on by
USR and SMSI in order to maximize upgrades to the HotFax and HotFax
MessageCenter software on the CD and in order to reduce the number of disks
for the OEM Kitted solution.
b. All Freight will be F.O.B. SMSI.
c. Payment terms: Net 30 from date of shipment to USR or acting agent.
PRICING FOR LICENSED PRODUCT COMPONENTS (PER UNIT BASIS):
---------------------------------------------------------
PRODUCT COMPONENTS PRICE
---------------------------------------------------------
QuickStart Guide and Brochure for ***
MacComCenter, MessageCenter, QuickLink II
Win/DOS, Private Label OEM Software for
FAX/DATA/VOICE/TELEPHONY and FAX/DATA
---------------------------------------------------------
MacComCenter Manual ***
---------------------------------------------------------
MessageCenter II Manual ***
---------------------------------------------------------
QuickLink II Manual ***
---------------------------------------------------------
Duplicated 3.5" Disk with label ***
---------------------------------------------------------
Shrink Wrap ***
---------------------------------------------------------
----------------
*** Confidential portion has been filed separately with the Securities and
Exchange Commission
8
ROYALTIES ON LICENSED PRODUCTS (PER UNIT BASIS):
---------------------------------------------------------
LICENSED PRODUCTS ROYALTY PRICE
---------------------------------------------------------
QuickLink II Win/DOS Royalty ***
---------------------------------------------------------
QuickLink MessageCenter Royalty ***
---------------------------------------------------------
MacComCenter Royalty ***
---------------------------------------------------------
Private Label OEM Software for FAX/DATA for ***
Windows and/or Windows 95
---------------------------------------------------------
Private Label OEM Software for ***
FAX/DATA/VOICE/TELEPHONY Windows and/or
Windows 95
---------------------------------------------------------
MacComCenter Voice module-Additional Royalty ***
---------------------------------------------------------
---------------
*** Confidential portion has been filed separately with the Securities and
Exchange Commission
9
APPENDIX B
ENGINEERING FEES
Reasonable engineering fees will be charged for custom projects requested by
USR. The format for creating the charge for these engineering fees will be as
follows:
1. USR creates statement of work.
2. SMSI responds to statement of work with outline of project including an
estimate of hours.
3. USR signs off on estimate of hours. Fees will not be less than *** of
hourly estimate or more than *** of hourly estimate. If USR requires
changes to the specifications after work has begun, these changes will
be priced separately according to the same method outlined above.
4. SMSI bills USR for project at *** per hour. 50% due at start of
project, 50% due upon sign off of Master Release Authorization Form
First Customer Ship of completed product.
---------------
*** Confidential portion has been filed separately with the Securities and
Exchange Commission
10
APPENDIX C
The below specification is for the WIN/Win95 version of licensed product. This
fax/data and fax/data/voice/speakerphone product is based on HotFax and HotFax
Message Center code base. This list of features is only a starting point that
both parties agree upon. New features will be added to private label OEM
version as mutually agreed upon by both parties.
GENERAL OEM RETAIL
Location Setup Tells the program where you are in the world, X X
based on install.
Advanced Location Define Toll calling, Custom Area Code dialing etc. X X
Look and Feel Makes Win 16 apps look like Win95 apps X X
Look and Feel Setup Win 16 only X X
Auto-Bridge Reads Quicklink setup information, imports X X
HotLine and WinFax database X X
Mobile Features (Retail and QL Mobile) simple Mobile vs. Land X X
Line switch
Caller ID Shows you who called and log it (tbd) X X
Distinctive Ring Configure up to 4 different answer types for 1 X X
phone line
Hot-Keys Run specific features via user defined Hot-Key X
Notification Option to set notification of incoming fax, data, X X
or voice call
MAPI Supports MAPI when available X X
Un-Install Un-Install Software X X
Wireless and Cellular Wireless and Cellular Compatible X X
Install Software
Auto Detect Automatically detects the modem type, chipset X X
identification, COM port
Manual Detect Manually set modem type, COM port, and user X X
definable modem and initialization strings
Win32-
TAPI Use registered TAPI modems X X
32 bit multithreading Smooth multitasking for faxing, and X X
downloading
NT support Supports NT 3.51 (most features) X X
Long filenames Filenames up to 256 characters X X
Plug and Play Run HotFax when you insert your modem X
Adds to Office Shortcut Bar Installer adds HotFax to your Office 95 Taskbar X X
Use Exchange Phonebook Open the exchange phonebook within HotFax for X X
Data and Fax calls
OLE Supports OLE X X
Attachments - on the fly (Fax Binder) OLE Container allowing you to easily group X
documents together for faxing
OCR
OCR to RTF or Text OCR any Fax or image file X
11
OCR Multiple files Queue up a list of faxes to OCR X
Auto OCR on receive OCR to In-box upon fax receive X
OCR Setup Advanced features (Auto Page segmentation, etc.) X
TERMINAL
Scroll-back buffer User definable size X X
Font Selection Choose your own Terminal font for each connection X X
Terminal Emulstors TTY ANSI VT52 VT100 VT102 VT220 3270 X X
Function Bar 20 definable buttons/hot-keys for Macros, Script X X
Launching and program execution
Printing Print your screen or terminal buffer X X
Chat Mode Easy chat with single click file transfer X X
Scripting Basic like language with 113 verbs X X
Host Mode Simple BBS like features X X
File Transfers Xmodem (CRC/lk) Ymodem, Ymodem batch X X
Zmodem Xxxxxx SuperKermit ASCII
File Transfer Setup General and ASCII X X
Adv. File Transfer Setup Change setting for Xmodem-Zmodem & Xxxxxx/ X
SuperKermit
Email support Email (via MAPI) your screen or scroll-back buffer X X
Learn Mode Automatically writes login scripts for you X
LOG MANAGER
In place editing Reschedule faxes by in-place editing the time to X X
send
Printing Print the contents of your folder (receive log/send X X
log)
Column sorting Sort your folder by clicking on the column X
heading
Archiving Messages Archive/Move your messages into any folder X X
Nested Folders Create as many folders for fax and voice messages X X
as you want
Archiving in ZIP format Folders can ZIP your contents into a standard ZIP file X X
Message Find Find messages in any folder X X
Auto Maintenance Folders can automatically move and archive X X
messages on particular days of the month
Email support Email your faxes and voice messages via MAPI X X
Configure Fields Configure which columns display on your folder X
Fax Host Send and Retrieve your faxes from a remote location X
FAX
Supports all popular fax cards Class 1. Class 2. Class 2.0 and MWave X X
PhoneBook Name, Company, fax number, and voice number X X
Import/Export Import/Export phonebook information from ACII X X
tab dilimited text
Group Fax Send to a group list X X
12
Print Faxes on receive (AutoPrint) Simulates a plain paper fax machine X X
Fax Preview Preview a fax before you send it X X
Attach any document Attach feature allows you to pick any X X
file in your system to fax
Cover Pages Selection Select for 3 different Cover Page designs X X
Include an option to have up to 10 different
cover pages at any time.
Cover Page Import/Export Import or export up to 10 different cover pages X X
View faxes on receive Option to load the new fax into viewer when X X
you receive it
More Cover Pages 40 Professional Cover Pages X
Fax Forwarding Forward your faxes to a particular number X X
Auto Fax Forward Set auto fax forward from local or X
remote locations
HotFax Menu Integrated HotFax Menu allows one click X
faxing from any Windows application
Header Setup Enter customized fax header X X
Drag and Drop Faxing Easy shortcut to the fax driver on your X X
Win95 desktop
VIEWER
Fax Preview Preview your fax before you send it X X
File Support .QFX .REC .HFX .BMP .PCX .DCX .TIF X X
Xxxx-scale support Image enhancing to make your faxes X X
more readable on-screen
Scan New Faxes With one click, view all your new X X
faxes (Voice product only)
Show all pages Show a thumbnail view of all the X
pages in a fax
Advanced Imaging Options Rotate image any angle, Image Skew, X
and Dithering support
Annotation Xxxx up and re-send a fax X
Stamps Makes it easy to lay in a signature block X
Advanced File Support .GIF .WPG .TGA .WMF PICT and JPEG X
Cover Page Designer
Design your own Cover Page Choose from a pallet of tools to text and X
image design
Design your own Header Create a header just like you create a X
cover page
VOICE
Voice Answering Machine Configure up to 10 mailboxes X X
Fax-On-Demand Add up to 10 documents per mailbox X X
Fax-On-Demand Add up to 100 documents per mailbox X
Call Transfer Transfer a call from a mailbox to X X
another phone number
Urgent Paging Page to numeric or Alpha numeric pager X X
Speakerphone With supporting hardware X X
Sound Card Support Play your voice messages through your X X
sound card
Music On Hold Play a MIDI file while the user is on hold X X
Redial Last Redial last number dialed X X
10,000 Mailboxes Almost unlimited number of voice mailboxes X
13
COVER PAGE DESIGNER
Design your own Cover Page Choose from a pallet of tools to text X
and image design
Design your own Header Create a header just like you create X
a cover page
PAGING
Outbound Paging Windows 95 support only X
Page on Email receive Win95 only X
