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SOFTWARE LICENSE CERTIFICATE (“Agreement”)
THIS IS A CONTRACT BETWEEN YOU (“YOU”, “LICENSEE” OR “USER”) AND NUANCE COMMUNICATIONS INTERNATIONAL BVBA (“NUANCE”), WITH REGISTERED OFFICE AT GULDENSPORENPARK 32, 9820 MERELBEKE, BELGIUM. PLEASE READ IT CAREFULLY. BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE RETURN THE UNUSED SOFTWARE TO NUANCE WITHIN 30 CALENDAR DAYS FOR A REFUND OF THE LICENSE FEE.
1. License
1.1. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
1.2. This Agreement authorizes you to the number of licenses to the Software as set forth in the Order Confirmation page and in accordance with the terms and conditions of the End User License Agreement that goes with the Software.
1.3. This Agreement authorizes the use of the Software only by your employees (“Authorized Users”).
1.4. Upon request, copies of the Documentation may be supplied to you at Nuance’s then current price. You may not, without the prior written consent to Nuance, copy or otherwise reproduce any Documentation.
2. Fees
2.1. Software license fees are set forth in Order Confirmation page.
3. Upgrades
3.1. If the Software is labeled as an upgrade, you must be properly licensed to use the product identified by Nuance as being eligible for the upgrade. Software labeled as an upgrade replaces and/or supplements the product that forms the basis of the eligibility for the upgrade.
4. Term and Termination
4.1 This License is effective until terminated. Without prejudice to any other rights, Nuance may terminate this Agreement if you breach any of the terms or conditions. In such an event, you must destroy the Software and all copies. This remedy shall be in addition to any other remedies available to Nuance.
5. Limited Warranty & Maintenance
5.1. Nuance warrants that the Software and the accompanying media will perform substantially in accordance with the specification set forth in the Documentation for a period of ninety (90) calendar days after payment of the license fee (“Warranty Period”), when properly installed on a computer for which a license is granted hereunder. Nuance does not warrant that the operation of the Software will meet your requirements or operate free from error.
5.2. If ordered, you shall have the benefit of the Nuance Diamond Maintenance Program set forth in the Order Confirmation page for a period as mentioned in the Order Confirmation page (“Diamond Maintenance Program Term”). The Diamond Maintenance Program entitles you to receive all updates, upgrades, bug fixes and technical support for the Software during the Diamond Maintenance Program Term.
6. No Other Warranties
6.1. NUANCE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NUANCE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.
7. Remedies
7.1. Nuance’s entire liability and your exclusive remedy shall be, at Nuance’s option, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet Nuance’s limited warranty. The limited warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original Warranty Period or thirty (30) calendar days, whichever is longer. Nuance’s liability for any claims arising out of this Agreement shall not exceed the license fees paid for the Software.
8. Limitation of Liability
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUANCE BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NUANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY.
9. Compliance with Laws
9.1. The parties shall comply with all applicable federal, state and local laws, regulations and ordinances as they relate to this Agreement and the Software, including, but not limited to the United States Export Administration Act or any other export laws, restrictions or regulations.
9.2. This Agreement is entered into in and shall be governed by the internal laws and not the laws regarding conflicts of laws of Belgium.
10. Entire Agreement
10.1. This Agreement embodies the final, full and exclusive statement of the agreement between you and Nuance, and as of its date supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the Software.
11. Compliance Assurance
11.1. You are required to keep all usual and proper records relating to your reproduction and distribution of the Software pursuant to this Agreement. Nuance reserves the right to request that you conduct an internal audit at any time on or prior to the first anniversary from the effective date of termination of this Agreement. Following such audit, you shall deliver to Nuance a certified statement in writing signed by an authorized representative, that either (a) you have sufficient licenses to permit all useage disclosed by such audit, or (b) verifying that you have ordered sufficient licenses to permit all useage disclosed by such audit.
I agree to the Nuance Software License Certificate Terms and Conditions.
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