The
software and materials provided with this agreement are licensed, not
sold, and are available for use only under the terms of this license agreement.
Please read this agreement carefully. By downloading, installing, copying,
or otherwise using the software, you agree to be bound by the terms and
conditions of this agreement and become a party to this agreement. If
you do not agree with all of the terms and conditions of this agreement,
do not download, install, copy or otherwise use the software.
This
Nuance Communications, Inc. (“Nuance”) End User License Agreement (“Agreement”)
accompanies a Nuance software product in machine-executable binary code
and related explanatory written materials (“Software”). The term “Software”
shall also include any modified versions or updates of the Software licensed
to you (“Licensee”) by Nuance, but does not include source code for the
Nuance software product. You may install and use a modified version, update,
or upgrade of the Software only if you have a validly licensed full version
of the Software being modified, updated, or upgraded. If you download,
install, copy, or otherwise use a modified version, update, or upgrade
of the Software, then this Agreement terminates as to the previous version
of the Software, and you have a license only to such modified version,
update, or upgrade of the Software under the terms of this Agreement.
This copy of the Software is licensed to you, Licensee, as the end user,
subject to all of the terms and conditions of this Agreement.
LICENSE
GRANT.
Subject to the terms and conditions of this Agreement, Nuance grants Licensee
a non-exclusive and non-transferable license only to: (a) install and
use for personal or internal business purposes one copy of the Software
on a single computer; (b) install and use for personal or internal
business purposes one copy of the Software on either a single portable
computer or a single home computer, provided that such copy is not used
concurrently with the copy in section (a) above; (c) make a single
copy of the Software solely for archival purposes; and (d) store
or install a copy of the Software on a storage device such as a network
server, used only to install or run the Software on your other computers
over an internal network, provided that you acquire and dedicate a separate
license for each separate computer on which the Software is installed,
run or otherwise accessed from the storage device. A single license for
the Software does not allow you to share the Software or use it concurrently
on different computers or for others other than the Licensee to access,
install, download, copy or otherwise use the functionality of the Software.
MULTIPLE
LICENSE PACK. If
Licensee has purchased a Multiple License Pack, Licensee may make additional
copies of the Software not to exceed the number of licenses purchased.
Licensee may use each copy solely in the manner specified in this Agreement.
ACTIVATION.
According
to its discretion, Nuance may include features in the Software to prevent
unlicensed use of the Software. You agree that Nuance may do so. In particular,
use of the Software may require that Licensee activate the Software through
the Internet (this process may be more fully described during the installation
set up of the Software). During such activation, Nuance may collect certain
non-personal technical information from your computer concerning your
computer or network. You agree that Nuance may do so. You may be required
to reactivate the Software if you modify your computer hardware or the
Software.
NOTIFICATIONS.
According to Nuance’s discretion, the Software may contain a component
that will automatically activate your Internet browser and attempt to
initiate a connection through the Internet to a website maintained by
Nuance that contains notification information related to the Software.
This connection may be made using the Internet connections and telephone
lines under your control. From time to time, you may receive notices about
the Software or other information through this Internet connection. By
installing the Software on your computer, you hereby consent to have the
Software initiate a connection through the Internet to Nuance’s website,
to use your resources to connect to such website, and to receive notices
about the Software and other information through this Internet connection.
RESTRICTIONS.
Except as otherwise expressly permitted in this Agreement, Licensee may
not: (a) reproduce or copy any of the Software; (b) modify or create any
derivative works of the Software, including translation or localization;
(c) decompile, disassemble, reverse engineer, or otherwise attempt to
derive the source code for the Software; (d) redistribute, encumber, sell,
rent, lease, sublicense, or otherwise transfer rights to the Software;
(e) remove or alter any trademark, logo, copyright or other proprietary
notices, legends, symbols or labels in the Software; (f) without Nuance’s
prior written consent (which may be given or withheld in Nuance’s sole
discretion) either (a) provide service bureau services using the Software,
or (b) otherwise enter into an agreement with a third party to use the
Software on such third party’s behalf for the primary purpose of obviating
the third party’s need to license the Software itself; or (g) copy the
printed materials accompanying the Software. As between Licensee and Nuance,
any changes to, modifications to, or derivative works of the Software
shall become the exclusive property of Nuance.
TERMINATION. Without prejudice to any
other rights, Nuance may terminate this Agreement if Licensee breaches
any of its terms and conditions. Upon termination, Licensee shall destroy
all copies of the Software.
PROPRIETARY
RIGHTS.
Title, ownership rights, and intellectual property rights in the Software
shall remain in Nuance and/or its suppliers or licensors. Licensee acknowledges
such ownership and intellectual property rights and will not take any
action to jeopardize, limit or interfere in any manner with Nuance’s or
its suppliers’ or licensors’ ownership of or rights with respect to the
Software. The Software is protected by copyright and other intellectual
property laws and by international treaties.
DISCLAIMER
OF WARRANTY. THE
SOFTWARE (INCLUDING WITHOUT LIMITATION THE RELATED DOCUMENTATION) IS PROVIDED
ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION
THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR
PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE
IN ANY RESPECT, LICENSEE AND NOT NUANCE OR ITS SUPPLIERS, LICENSORS OR
RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER
OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF
THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME
STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES
OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION
OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUANCE
OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS
OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH
THE CLAIM IS BASED. IN ANY CASE, NUANCE’S AND ITS SUPPLIERS’ AND LICENSORS’
ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED
IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF
ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE
OF NUANCE TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES
IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION
MAY NOT BE APPLICABLE.
EXPORT CONTROL.
Licensee agrees to comply with all applicable export laws and restrictions
and regulations of the United States of America or foreign agencies or
authorities, and not to export or re-export the Software in violation
of any such restrictions, laws or regulations, or without all necessary
approvals.
U.S.
GOVERNMENT END USERS. This
Section applies to all acquisitions of the Software by or for the government
of the United States of America (“government”) or by any prime contractor
or subcontractor (at any tier) under any contract, grant, cooperative
agreement, or other activity with the government. By accepting delivery
of the Software, the government hereby agrees that this software qualifies
as “commercial” computer software within the meaning of the acquisition
regulation(s) applicable to the procurement. The terms and conditions
of this Agreement shall pertain to the government’s use and disclosure
of the Software and shall supersede any conflicting contractual terms
or conditions. If this Agreement fails to meet the government’s needs
or is inconsistent in any respect with the federal law of the United States
of America, the government agrees to return the Software, unused, to Nuance.
The following additional statement applies only to acquisitions governed
by DFARS Subpart 227.4 (October 1988): “Restricted Rights—Use, duplication,
and disclosure by the Government is subject to restrictions as set forth
in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 (Oct. 1988).” In
the event any of the above referenced agency regulations is amended or
replaced, the equivalent successor regulation shall apply instead.
GENERAL.
This
Agreement constitutes the entire agreement between the parties concerning
the subject matter hereof. This Agreement may be amended only by a writing
signed by both parties. Except to the extent, if any, applicable law requires
otherwise, this Agreement shall be governed by the laws of the Commonwealth
of Massachusetts, United States of America, excluding its conflict of
law provisions. Unless otherwise agreed in writing, all disputes relating
to this Agreement (excepting any dispute relating to Nuance’s or its Licensors’
or Suppliers’ intellectual property rights) shall be subject to final
and binding arbitration in Boston, Massachusetts, United States of America
under the auspices of a single arbitrator pursuant to the commercial arbitration
rules of the American Arbitration Association then in effect, with the
losing party paying all costs of arbitration. This Agreement shall not
be governed by the United Nations Convention on Contracts for the International
Sale of Goods. If any provision in this Agreement should be held illegal
or unenforceable by a court having jurisdiction, such provision shall
be modified to the extent necessary to render it enforceable without losing
its intent, or severed from this Agreement if no such modification is
possible, and the other provisions of this Agreement shall remain in full
force and effect. The controlling language of this Agreement is English.
The Licensee agrees to bear any and all costs of interpreters if necessary.
If Licensee has received a translation into another language, it has been
provided for Licensee’s convenience only. A waiver by either party of
any term or condition of this Agreement or any breach thereof, in any
one instance, shall not waive such term or condition or any subsequent
breach thereof. The provisions of this Agreement that require or contemplate
performance after the expiration or termination of this Agreement shall
be enforceable notwithstanding such expiration or termination. Licensee
may not assign or otherwise transfer by operation of law or otherwise
this Agreement or any rights or obligations herein except to an acquirer
of Licensee’s business in the case of a merger or the sale of all or substantially
all of Licensee’s assets to such acquirer. This Agreement shall be binding
upon and shall inure to the benefit of the parties, their successors and
permitted assigns. The relationship between Nuance and Licensee is that
of independent contractors and neither Licensee nor its agents shall have
any authority to bind Nuance in any way. If any dispute arises under this
Agreement, the prevailing party shall be reimbursed by the other party
for any and all legal fees and costs associated therewith. The headings
to the sections of this Agreement are used for convenience only and shall
have no substantive meaning. Nuance may use Licensee’s name in any customer
reference list or in any press release issued by Nuance regarding the
licensing of the Software.
LICENSEE
OUTSIDE THE U.S. If
Licensee is located outside the U.S., then the provisions of this Section
shall apply. (a) Les parties aux présentés confirment leur volonté que
cette convention de même que tous les documents y compris tout avis qui
s’y rattaché, soient redigés en langue anglaise. (Translation: “The parties
confirm that this Agreement and all related documentation is and will
be in the English language.”) (b) Licensee is responsible for complying
with any local laws in its jurisdiction which might affect its right to
import, export or use the Software, and Licensee represents that it has
complied with any regulations or registration procedures required by applicable
law to make this license enforceable.
Copyright
© 2008 Nuance Communications, Inc. All rights reserved. Nuance and the
Nuance logo are trademarks or registered trademarks of Nuance Communications,
Inc. or its affiliates in the United States and/or other countries.
