Nuance Communications, Inc.

END-USER LICENSE AGREEMENT

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!" #nd $ser %icense
&greement (&greement!" accompanies a Nuance software product in
machine'e(ecutable binary code and related e(planatory written
materials ()oftware!". The term )oftware! shall also include any
modified versions or updates of the )oftware licensed to you (%icensee!"
by Nuance, but does not include source code for the Nuance software
product. *ou may install and use a modified version, update, or upgrade
of the )oftware only if you have a validly licensed full version of the
)oftware being modified, updated, or upgraded. If you download, install,
copy, or otherwise use a modified version, update, or upgrade of the
)oftware, then this &greement terminates as to the previous version of
the )oftware, and you have a license only to such modified version,
update, or upgrade of the )oftware under the terms of this &greement.
This copy of the )oftware is licensed to you, %icensee, as the end user,
sub+ect to all of the terms and conditions of this &greement.
LICENSE GRANT. )ub+ect to the terms and conditions of this &greement,
Nuance grants %icensee a non'e(clusive and non'transferable license
only to, (a" install and use for personal or internal business purposes one
copy of the )oftware on a single computer- (b" install and use for
personal or internal business purposes one copy of the )oftware 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" ma.e a single copy of the )oftware solely for archival
purposes- and (d" store or install a copy of the )oftware on a storage
device such as a networ. server, used only to install or run the )oftware
on your other computers over an internal networ., provided that you
ac/uire and dedicate a separate license for each separate computer on
which the )oftware is installed, run or otherwise accessed from the
storage device. & single license for the )oftware does not allow you to
share the )oftware or use it concurrently on different computers or for
others other than the %icensee to access, install, download, copy or
otherwise use the functionality of the )oftware.
MULTIPLE LICENSE PACK. If %icensee has purchased a 0ultiple
%icense Pac., %icensee may ma.e additional copies of the )oftware not
to e(ceed the number of licenses purchased. %icensee may use each
copy solely in the manner specified in this &greement.
ACTIVATION. &ccording to its discretion, Nuance may include features in
the )oftware to prevent unlicensed use of the )oftware. *ou agree that
Nuance may do so. In particular, use of the )oftware may re/uire that
%icensee activate the )oftware through the Internet (this process may be
more fully described during the installation set up of the )oftware". 1uring
such activation, Nuance may collect certain non'personal technical
information from your computer concerning your computer or networ..
*ou agree that Nuance may do so. *ou may be re/uired to reactivate the
)oftware if you modify your computer hardware or the )oftware.
NOTIFICATIONS. &ccording to Nuance2s discretion, the )oftware 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
)oftware. This connection may be made using the Internet connections
and telephone lines under your control. 3rom time to time, you may
receive notices about the )oftware or other information through this
Internet connection. By installing the )oftware on your computer, you
hereby consent to have the )oftware initiate a connection through the
Internet to Nuance2s website, to use your resources to connect to such
website, and to receive notices about the )oftware and other information
through this Internet connection.
RESTRICTIONS. #(cept as otherwise e(pressly permitted in this
&greement, %icensee may not, (a" reproduce or copy any of the )oftware-
(b" modify or create any derivative wor.s of the )oftware, including
translation or locali4ation- (c" decompile, disassemble, reverse engineer,
or otherwise attempt to derive the source code for the )oftware-
(d" redistribute, encumber, sell, rent, lease, sublicense, or otherwise
transfer rights to the )oftware- (e" remove or alter any trademar., logo,
copyright or other proprietary notices, legends, symbols or labels in the
)oftware- (f" without Nuance2s prior written consent (which may be given
or withheld in Nuance2s sole discretion" either (a" provide service bureau
services using the )oftware, or (b" otherwise enter into an agreement
with a third party to use the )oftware on such third party2s behalf for the
primary purpose of obviating the third party2s need to license the )oftware
itself- or (g" copy the printed materials accompanying the )oftware. &s
between %icensee and Nuance, any changes to, modifications to, or
derivative wor.s of the )oftware shall become the e(clusive property of
Nuance.
TERMINATION. 5ithout pre+udice to any other rights, Nuance may
terminate this &greement if %icensee breaches any of its terms and
conditions. $pon termination, %icensee shall destroy all copies of the
)oftware.
PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property
rights in the )oftware shall remain in Nuance and6or its suppliers or
licensors. %icensee ac.nowledges such ownership and intellectual
property rights and will not ta.e any action to +eopardi4e, limit or interfere
in any manner with Nuance2s or its suppliers2 or licensors2 ownership of or
rights with respect to the )oftware. The )oftware is protected by
copyright and other intellectual property laws and by international
treaties.
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EXPORT CONTROL. %icensee agrees to comply with all applicable
e(port laws and restrictions and regulations of the $nited )tates of
&merica or foreign agencies or authorities, and not to e(port or re'e(port
the )oftware in violation of any such restrictions, laws or regulations, or
without all necessary approvals.
U.S. GOVERNMENT END USERS. This )ection applies to all
ac/uisitions of the )oftware by or for the government of the $nited )tates
of &merica (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 )oftware, the
government hereby agrees that this software /ualifies as commercial!
computer software within the meaning of the ac/uisition regulation(s"
applicable to the procurement. The terms and conditions of this
&greement shall pertain to the government2s use and disclosure of the
)oftware and shall supersede any conflicting contractual terms or
conditions. If this &greement fails to meet the government2s needs or is
inconsistent in any respect with the federal law of the $nited )tates of
&merica, the government agrees to return the )oftware, unused, to
Nuance. The following additional statement applies only to ac/uisitions
governed by 13&9) )ubpart AAD.E (8ctober FGHH", 9estricted 9ightsI
$se, duplication, and disclosure by the :overnment is sub+ect to
restrictions as set forth in subparagraph (c"(F"(ii" of the 9ights in
Technical 1ata and Computer )oftware clause at 13&9) AJA.AAD'DBFK
(8ct. FGHH".! In the event any of the above referenced agency
regulations is amended or replaced, the e/uivalent successor regulation
shall apply instead.
GENERAL. This &greement constitutes the entire agreement between
the parties concerning the sub+ect matter hereof. This &greement may be
amended only by a writing signed by both parties. #(cept to the e(tent, if
any, applicable law re/uires otherwise, this &greement shall be governed
by the laws of the Commonwealth of 0assachusetts, $nited )tates of
&merica, e(cluding its conflict of law provisions. $nless otherwise agreed
in writing, all disputes relating to this &greement (e(cepting any dispute
relating to Nuance2s or its %icensors2 or )uppliers2 intellectual property
rights" shall be sub+ect to final and binding arbitration in Boston,
0assachusetts, $nited )tates of &merica under the auspices of a single
arbitrator pursuant to the commercial arbitration rules of the &merican
&rbitration &ssociation then in effect, with the losing party paying all costs
of arbitration. This &greement shall not be governed by the $nited
Nations Convention on Contracts for the International )ale of :oods. If
any provision in this &greement should be held illegal or unenforceable
by a court having +urisdiction, such provision shall be modified to the
e(tent necessary to render it enforceable without losing its intent, or
severed from this &greement if no such modification is possible, and the
other provisions of this &greement shall remain in full force and effect.
The controlling language of this &greement is #nglish. The %icensee
agrees to bear any and all costs of interpreters if necessary. If %icensee
has received a translation into another language, it has been provided for
%icensee2s convenience only. & waiver by either party of any term or
condition of this &greement or any breach thereof, in any one instance,
shall not waive such term or condition or any subse/uent breach thereof.
The provisions of this &greement that re/uire or contemplate
performance after the e(piration or termination of this &greement shall be
enforceable notwithstanding such e(piration or termination. %icensee may
not assign or otherwise transfer by operation of law or otherwise this
&greement or any rights or obligations herein e(cept to an ac/uirer of
%icensee2s business in the case of a merger or the sale of all or
substantially all of %icensee2s assets to such ac/uirer. This &greement
shall be binding upon and shall inure to the benefit of the parties, their
successors and permitted assigns. The relationship between Nuance and
%icensee is that of independent contractors and neither %icensee nor its
agents shall have any authority to bind Nuance in any way. If any dispute
arises under this &greement, 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 &greement are used for convenience
only and shall have no substantive meaning. Nuance may use %icensee2s
name in any customer reference list or in any press release issued by
Nuance regarding the licensing of the )oftware.
LICENSEE OUTSIDE THE U.S. If %icensee is located outside the $.).,
then the provisions of this )ection shall apply. (a" %es parties au(
prLsentLs confirment leur volontL /ue cette convention de mMme /ue
tous les documents y compris tout avis /ui s2y rattachL, soient redigLs en
langue anglaise. (Translation, The parties confirm that this &greement
and all related documentation is and will be in the #nglish language.!"
(b" %icensee is responsible for complying with any local laws in its
+urisdiction which might affect its right to import, e(port or use the
)oftware, and %icensee represents that it has complied with any
regulations or registration procedures re/uired by applicable law to ma.e
this license enforceable.
Copyright 2006 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 nited !tates and"or
other countries.
Nuance Communications, Inc. #nd $ser %icense &greement 9evised 0ay, ABBC